HomeMy WebLinkAboutStaff Report 4258
City of Palo Alto (ID # 4258)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/9/2013
City of Palo Alto Page 1
Summary Title: Approval of Public Private Partnership Agreement between
City and Friends of JMZ
Title: Approval Of The Agreement Between The City Of Palo Alto And The
Friends Of The Palo Alto Junior Museum & Zoo For Mutual Cooperation And
Support
From: City Manager
Lead Department: Community Services
Recommendation
Staff requests Council approval of the Mutual Cooperation and Support Agreement with
the Friends of the Palo Alto Junior Museum and Zoo (Attachment A).
Background
The Friends of the Palo Alto Junior Museum and Zoo (Friends) have played an integral role in
the support and operation of the Palo Alto Junior Museum and Zoo (JMZ) since their inception
in 1962. (Note that from 1962 through 1990 the group was called the Junior Museum and Zoo
Associates.) In 2002, the Friends approached the City to create a public-private partnership
with the intent to raise the capital funds required to renovate the Junior Museum & Zoo facility.
(CMR 442:02)
In February 2007, a Council Colleague’s memo from then Vice-Mayor Klein and Council
Members Beecham and Mossar requested that staff work with the Friends to explore the
possibility of a new public/nonprofit partnership that would strengthen the ties between the
City and the Friends and that the outcome of any partnership agreement would be contingent
upon the completion of a revised public/private partnership policy. That policy was revised and
approved by Council in June 2007.
City of Palo Alto Page 2
In November 2007, Council approved an Agreement for Mutual Cooperation and Support with
the Friends of the Palo Alto Junior Museum & Zoo for a three-year term and in December 2012,
Council approved Amendment 1 to the Agreement for Mutual Cooperation and Support with
the Friends of the Palo Alto Junior Museum & Zoo, which extended the contract by a second
(and final) three-year term (Attachment B).
The second (final) term of the amended agreement ends on December 17, 2013.
Discussion
In order to enhance their efforts as a support organization, the Friends proposed a
concept whereby the partnership between the City and the Friends would be
strengthened via a written agreement that provides the Friends a greater opportunity to
play a role in program planning. By being more engaged in the decision-making process,
the Friends’ Board and staff believe the potential for outside funding is increased by
enhancing the JMZ program’s organizational capabilities and by providing a higher
degree of ownership by the Friends’ Board of Directors and its Members.
This partnership concept is based on a model the successful arrangement that the
Randall Museum, which is operated by the Parks and Recreation Department of the City
of San Francisco and is quite similar to the JMZ program, has with the Randall Museum
Friends, a 501(c)3 nonprofit corporation. That agreement unites the efforts of the
Randall Friends’ group with the Randall Museum staff to improve the museum and its
uses. The Randall Museum Friends support the mission of the museum by serving as its
fundraising arm and by providing volunteer resources, while working closely and
cooperatively with City-paid museum management and staff.
The attached Agreement provides a framework whereby the Friends’ Board Members
and staff are integrated into the operation of the JMZ. The Agreement provides the
opportunity for the Friends to participate in short- and long-term planning efforts, have
use of the facility for administrative and fundraising efforts and for Friends’ staff to
attend the JMZ Senior Program Manager’s staff meetings. The Friends’ responsibility is
to be fully committed to raising the outside funds and providing volunteer resources
required to meet a mutually developed annual work plan.
City of Palo Alto Page 3
To further unite the partnership, the City plays a more active role with the Friends.
Examples of City participation include nominating the JMZ manager as an ex-officio
member of the Friends’ Board, asking the Council to provide a liaison to the Friends’
Board, and enabling the City-paid staff to work in unison with Friends’ staff to realize
mutual goals.
Final responsibility for the planning and operation of the JMZ continue to lie with the
City, but the Friends participate with a high level of engagement in planning and
implementing JMZ activities.
RESOURCE IMPACT
No additional City resources have been required and this partnership has led to
enhanced program and capital funding over the life of the first Agreement. Annually,
the Friends and the JMZ Senior Program Manager develop a fundraising plan and a
spending plan. Since February 2008, when the first Agreement was enacted, the Friends
have provided over $1.2 million in goods and services to the JMZ in the following
categories:
Indoor Children’s Interactive Exhibits $ 122,120
Out-door Exhibits and Animal Habitats $ 627,503
Planning, Architectural and Engineering Services $ 299,081
Teacher Support, East Palo Alto Science Programs, and Volunteer
Programs ` $ 174,169
Total $1,222,874
The Friends also advocate for the JMZ in the community and provide leadership support
through their Board of Directors.
POLICY IMPLICATIONS
City of Palo Alto Page 4
This partnership is categorized as a Joint Venture under the City’s Public/Private
Partnership Policy. As the Parties have continued unabated their collaboration in
accordance with the terms and conditions of the first Agreement, they wish to renew
the Agreement for a term of three (3) years.
ENVIRONMENTAL REVIEW
The approval of this agreement is not considered a project under the California Environmental
Quality Act, therefore, no environmental review is required.
Attachments:
Attachment A: Agreement (DOCX)
Attachment B: Prior Agreement and Addenda (PDF)
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Contract No. _______________
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
THE FRIENDS OF THE PALO ALTO JUNIOR MUSEUM AND ZOO
FOR MUTUAL COOPERATION AND SUPPORT
Dated as of _______________________, 2013
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TABLE OF CONTENTS
SectionDescription Page
1 Term; Extension; Termination 4
2 Responsibilities of the Parties 4
3 General License to the Friends 6
4 Insurance 6
5 Indemnity 8
6 Waiver 9
7 No Property Rights 9
8 Assignment 9
9 Independent Contractor 10
10 Nondiscrimination 10
11 Notices 10
12 Miscellaneous 11
Exhibit “A” Insurance Requirements
Exhibit “B” Certification of Nondiscrimination
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AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE
FRIENDS OF THE PALO ALTO JUNIOR MUSEUM AND ZOO
FOR MUTUAL COOPERATION AND SUPPORT
This MUTUAL COOPERATION AND SUPPORT AGREEMENT (the “Agreement”),
dated, for convenience, ____________________, 2013 (the “Effective Date”), is entered into by
and between the CITY OF PALO ALTO, a California chartered municipal corporation (the "City"),
and the FRIENDS OF THE PALO ALTO JUNIOR MUSEUM AND ZOO, a California public benefit
corporation organized under the California Nonprofit Public Benefit Corporation Law (the
"Friends") (individually, a “Party” and, collectively, the “Parties”), in reference to the following
facts and circumstances:
RECITALS:
1. The City owns and operates the Junior Museum (the “Museum”) and Zoo
(collectively, the “JMZ"), located at 1451 Middlefield Road, Palo Alto, CA 94301. The JMZ is a
program of the City’s Community Services Department (the “Department”) and exists within
the Department’s Arts and Sciences division.
2. The Friends have assisted the City’s JMZ staff in supporting and advocating on
behalf of JMZ operations, programs and activities over the past thirty-eight years. The Friends
intend to benefit the City and the Palo Alto community by providing certain services, which the
Parties intend to be rendered in accordance with the general scope of the City’s policy on
Public/Private Partnerships. By this Agreement, the Friends will, at the direction of the City
Manager, or designee, and through the use of both City and/or Department employees and
JMZ staff-supervised and unpaid community volunteers, support the operations- and
education-related programs, activities and opportunities offered by or within the JMZ.
3. The Parties wish to more closely collaborate and mutually cooperate and
support each other in the future, to improve, enhance and sustain the capacity of the JMZ to
develop and provide educational opportunities and related services to the Palo Alto
community.
4. The Parties entered into a Mutual Cooperation and Support Agreement in 2007
for a three-year term with an option to extend for an additional three-year term. By an
Amendment No. One to Agreement, the Parties extended the agreement for the additional
three-year term. The Parties desire to renew the 2007 Agreement on the same terms and
conditions.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and the following
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covenants, terms, conditions and provisions of this Agreement, the Parties agree:
SECTION 1. TERM; EXTENSION; TERMINATION
1.1 This Agreement will commence on the Effective Date, and the initial term is
three (3) years (the “Term”), unless it is earlier terminated by a Party as herein provided.
1.2 The Term may be extended by the Parties for one (1) additional term of three (3)
years (the “Extension Term”); provided, however, the City may require the City Council’s
approval of the Extension Term.
1.3 A Party may terminate for convenience this Agreement, in whole or in part, by
giving the other Party no less than ninety (90) days’ prior written notice.
1.4 This Agreement is subject to the fiscal provisions of the Charter of the City of
Palo Alto and the Palo Alto Municipal Code (the “PAMC”). This Agreement will terminate
without penalty: (A) at the end of any fiscal year in the event that funds are not appropriated
for the JMZ program for the following fiscal year; or (B) at any time within a fiscal year in the
event that funds are appropriated for a portion of the fiscal year and funds for this Agreement
are no longer available. This Section 1.4 will take precedence in the event of a conflict with any
other covenant, term, condition or provision of this Agreement and the Exhibits. Nothing in this
Section 1.4 is intended to affect the Friends’ rights and remedies as may be available under
applicable laws.
SECTION 2. RESPONSIBILITIES OF THE PARTIES
2.1 The responsibilities of the City will include the following:
A. The management of the JMZ facilities, programs and the City’s staff employees,
including any and all City-hired contractors, subcontractors, consultants and volunteers. The
City will hire, supervise, evaluate and otherwise exercise supervision and control of its
employees. The City may permit the Friends’ duly authorized representatives to participate in
the interview process for the hiring of a manager of the JMZ (the “JMZ Manager”);
B. The feeding, care and maintenance of the JMZ wildlife residents and basic
maintenance and repair of the JMZ facilities as well as the furnishing of internal and external
landscaping and utility services to the JMZ;
C. The selection of one or more individuals to serve as the City’s liaison(s) to the
Friends’ board of directors and/or any board committees (the “Board”), including (1) a Council
Member, if any, who will serve as the official liaison of the City to the Board, and (2) the JMZ
Manager, whose duties may include providing assistance to the Friends, including the Board, in
selected fundraising activities, as may be directed or approved by the City Manager, or
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designee;
D. The review of all community-related activities that the Friends may propose for
inclusion in the JMZ programs. All activities of the Friends will be pre-approved by the JMZ
Manager, or designee;
E. Develop and provide educational programs relating to JMZ and supervise
community volunteers in connection therewith;
F. Manage the JMZ collections and supervise the accessioning, deaccessioning,
cataloging, and conservation of the JMZ permanent collection in accordance with City,
Department, Museum, state, and federal laws and applicable professional standards; and
G. Any other obligation(s) that the City, Department or the Museum may undertake
in accordance with this Agreement, upon reasonable notice to the Friends; provided, however,
any such undertaking will be memorialized, in writing, by an amendment to this Agreement, in
order that such undertaking will be binding upon the City.
2.2 The responsibilities of the Friends will include the following:
A. The supervision and management of its directors, officers, employees,
volunteers, contractors, subcontractors and consultants, while they, and each of them, are
performing obligations on behalf of the Friends pursuant to this Agreement;
B. The rendering of assistance to the JMZ Manager (through the Board and/or
staff), at the JMZ Manager’s request, including voluntary attendance and contribution at staff
meetings of the JMZ Manager;
C. The provision and staffing of programs to educate the public about the JMZ and
its programs and amenities, and the mobilization of volunteers for JMZ projects and programs;
D. The development and implementation of a development plan for the JMZ (the
“Friends Plan”), that is consistent with the JMZ strategic plan, referred to in Section 2.3(A), and
the annual work plan(s), referred to in Section 2.3(B). The Development Plan will include donor
acknowledgment and activities consistent with City policies and practices; and
E. The rendering of other services beyond those spelled out in the annual JMZ Plan
and related to the preservation, protection and enhancement of the JMZ, will be approved, in
writing, by the JMZ Manager.
2.3 The responsibilities of the Parties will include the following:
A. Under the direction of the JMZ Manager, develop a long-term strategic plan to
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enhance and improve the vision of the JMZ (the “Strategic Plan”);
B. Under the direction of the JMZ Manager and consistent with the Strategic Plan,
develop an annual work plan (the “JMZ Plan”), and, on an annual basis, effective July 1 of each
year, establish program, budget, fundraising and administrative and operational priorities and
activities for each fiscal year of operations. The JMZ Plan will delineate the rights and
obligations of the Parties and identify each Party’s duly authorized representative. The JMZ Plan
will include, without limitation, specific cash handling procedures to be followed by the Parties
and the dispute resolution procedures for informally resolving differences of opinion of each
Party regarding the substance and/or implementation of the JMZ Plan; and
C. In regard to the JMZ Plan, the Parties will review, on a quarterly basis, the status
of reaching and/or exceeding the goals of the JMZ Plan, including budget goals. The Parties will
evaluate, annually, the JMZ Plan.
2.4 The responsibility of either Party or the Parties in regard to any capital
improvement project (“CIP”) for the JMZ will not be established by this Agreement. The Parties
agree to reserve for future consideration any existing or future CIP for the JMZ, including the
scope of a capital fundraising program and the responsibilities of each Party in regard to
thereto. The provision of any CIP may be addressed by amendment to this Agreement or by
separate instrument, as determined by the Parties.
2.5 To the extent this Section 2 does not specifically identify the Party who will be
primarily responsible for any action or decision in regard to the JMZ, the Parties agree that the
City will be the party to assume all rights and obligations in connection with such decision.
SECTION 3. GENERAL LICENSE TO THE FRIENDS
3.1 The City hereby grants the Friends, its directors, officers, employees, contractors,
subcontractors and consultants a nonexclusive license to enter upon and use the JMZ facilities
in connection with the Friends’ execution of its individual and/or joint responsibilities
established by the JMZ Plan, including, but not limited to, organizing small group meetings and
large group/community meetings and events at the JMZ, such as fundraising events, programs,
and tours of the JMZ facilities, and using the office space afforded to the Friends for their use at
the JMZ facilities in connection with this Agreement. Any use of the JMZ facilities will be
approved by the JMZ Manager in regards to program scheduling, space availability, and the
functionality of shared JMZ spaces for staff use. The City will provide to the employees of the
Friends security card access to the JMZ; any additional cards will be approved by the JMZ
Manager, upon request, in writing.
SECTION 4. INSURANCE
4.1 As of the Effective Date, the Friends, at its sole cost and expense, will obtain and
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maintain the following insurance coverage, and as further described in Exhibit “A,” acceptable
to the City’s insurance risk manager (the “Risk Manager”) in full force and effect during the
Term, insuring not only the Friends but, with the exception of worker’s compensation and
employer’s liability insurance, naming the City as an additional insured, concerning the Friends’
participation under this Agreement.
POLICY MINIMUM LIMITS OF LIABILITY
A. WORKER’S
COMPENSATION Statutory
B. COMPREHENSIVE Bodily Injury $1,000,000 ea. person
AUTOMOBILE
LIABILITY Property Damage $1,000,000 each person,
including owned, hired, and non-owned
automobiles
C. COMPREHENSIVE Bodily Injury $1,000,000 each person,
GENERAL $1,000,000 each occurrence,
LIABILITY $1,000,000 aggregate
including products,
Property Damage $1,000,000 each occurrence &
completed operations,
Personal Injury $1,000,000 each occurrence,
broad form contractual, and personal injury.
4.2 Any deductibles or self-insured retentions must be declared to and approved by
the Risk Manager. At the City’s option, the insurer will reduce or eliminate such deductibles or
self-insured retentions as respects the City. The Friends’ insurance will be carried in full force
and effect on or before the Effective Date. Every insurance policy required by this Agreement
will contain the following or substantially similar clauses:
A. "This insurance shall not be canceled, limited in scope of coverage or
nonrenewed until after thirty (30) days written notice has been given to: City of
Palo Alto/Junior Museum and Zoo Manager, P.O. Box 10250, Palo Alto, CA
94303".
B. "All rights of subrogation are hereby waived against the City of Palo Alto and the
members of the City Council and elective or appointive officers or employees,
when acting within the scope of their employment or appointment."
C. "The City of Palo Alto is added as an additional insured as respects operations of
the named insured at or from the JMZ."
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D. "It is agreed that any insurance maintained by the City of Palo Alto will apply in
excess of, and not contribute to, insurance provided by this policy."
4.3 Evidence of Insurance Coverage and/or Changes will be, as follows:
A. Certificate of Insurance. The Friends agree to deposit with the JMZ Manager
before the effective date of this Agreement, certificates of insurance necessary
to satisfy the City that the insurance provisions of this Agreement have been
complied with, and to ensure that such insurance is kept in effect, with the
certificates on deposit with the City, during the Term. Should the Friends fail to
provide evidence of such required coverage at least three (3) days prior to the
expiration of any existing insurance coverage, the City may purchase such
insurance, on behalf of and at the sole expense of the Friends, to provide an
additional six-month period of coverage.
B. Review of Coverage. The City will retain the right, at any time, to review the
coverage, form, and amount of the insurance required hereby. If, in the opinion
of the Risk Manager, the insurance provisions in this Agreement do not provide
adequate protection for the City and for members of the public using the JMZ,
the City Manager, or designee, may require an amount to provide adequate
protection as determined by the Risk Manager. The City's requirements shall be
reasonable and shall be designed to assure protection from and against the kind
and extent of risk which exists at the time a change in insurance is required.
C. Changes in Coverage. The City Manager, or designee, will notify the Friends, in
writing, of any change(s) in the insurance requirements; if the Friends does not
deposit copies of acceptable insurance policies (or certificates) with the City, to
the attention of the Risk Manager, incorporating such changes within sixty (60)
days of receipt of such notice, or in the event the Friends fail to ensure that the
required insurance coverage is maintained in effect, the City may terminate this
Agreement in accordance with Section 1.
D. No Limit of Liability. The procuring of such required policy or policies of
insurance will not be construed to limit the Friends’ liability hereunder or to
fulfill the indemnification provision and requirements of this Agreement.
Notwithstanding the policy or policies of insurance, the Friends will be obligated
for the full and total amount of any damage, injury, or loss caused by or
connected with this Agreement, with the Friends’ use of the JMZ.
E. Acceptability of Insurers. Insurance shall be placed with insurers with a current
A.M. Best’s rating of no less than A:X.
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SECTION 5. INDEMNITY
5.1 Except as provided under Section 5.2, the Friends hereby waive all claims,
liability and recourse against the City, including the right of contribution for loss or damage of
or to persons or property arising from, growing out of, or in any way connected with or related
to this Agreement. The Friends will protect, indemnify, hold harmless and defend the City, its
officials, officers, employees, representatives and agents, from and against any and all claims,
losses, liability, demands, damages, costs, expenses or attorneys' fees, caused by or arising out
of the Friends’ negligent acts or omissions, or willful misconduct, in the performance or
nonperformance of its obligations under the covenants, terms, conditions and provisions of this
Agreement. The preceding sentence notwithstanding, no personal liability will attach to any
Board member under the provisions of this Section 5 for any negligent action or inaction. In the
event the City is named as co-defendant, the Friends will notify, in writing, the City, to the
attention of the City’s City Attorney (the “City Attorney”), of such fact and it will represent the
City in such legal action, unless the City undertakes to represent itself as co-defendant in such
legal action, in which event the Friends will pay to the CITY its reasonable litigation costs and
expenses, including reasonable attorneys' fees.
5.2 The City will protect, indemnify, hold harmless and defend the Friends, its
directors. officers, employees and agents, against any and all claims, losses, liability, demands,
damages, costs, expenses or attorneys' fees arising out of the City's negligent performance or
nonperformance of its obligations under the terms of this Agreement.
SECTION 6. WAIVER
6.1 The waiver by either Party of any breach or violation of any covenant, term, or
condition of this Agreement or of the provisions of the PAMC or other City law, rule or
regulation, will not be deemed to be a waiver of any such covenant, term, condition, or
provision or of any subsequent breach or violation of the same or any other covenant, term,
condition, or provision. The subsequent acceptance by either Party of any consideration which
may become due or payable hereunder will not be deemed to be a waiver of any preceding
breach or violation by the other Party
SECTION 7. NO PROPERTY RIGHTS
7.1 The Parties agree that this Agreement will not confer any property right upon
the Friends, its directors, officers, employees, volunteers, contractors, subcontractors or
consultants. Any work performed for the benefit of the JMZ and any improvements placed or
constructed at the JMZ will conform to the City’s standards and approved by the City Manager,
or designee, and will, upon acceptance, become the property of the City.
SECTION 8. ASSIGNMENT
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8.1 Neither Party may assign, transfer, or convey this Agreement or any interest that
it may have in this Agreement without the other Party’s express consent or approval. Any
attempted assignment without the required consent or approval will be void and will confer no
right, title, or interest in or to this Agreement, or part thereof. In the event of an unauthorized
assignment, at the option of the Party not making the assignment, this Agreement may be
terminated upon reasonable notice to the Party making the assignment.
SECTION 9. INDEPENDENT CONTRACTOR
9.1 In the exercise of its rights and responsibilities under this Agreement, the Friends
act at all times as an independent contractor and not as an employee of the City. Nothing in
this Agreement will be construed to establish a partnership, joint venture, group, pool,
syndicate or agency between the Parties. No provision contained herein will be construed as
authorizing or empowering either Party to assume or create any obligation or responsibility
whatsoever, express or implied, on behalf, or in the name of, the other Party in any manner, or
to make any representation, warranty or commitment on behalf of the other Party. In no event
will either Party be liable for (a) any loss incurred by the other Party in the course of its
performance hereunder, or (b) any debts, obligations or liabilities of the other Party, whether
due or to become due.
SECTION 10. NONDISCRIMINATION
10.1 The PAMC prohibits discrimination in the employment of any individual under
this Agreement because of race, skin color, gender, age, religion, disability, national origin,
ancestry, sexual orientation, housing status, marital status, familial status, weight or height of
that person. The Foundation acknowledges that it has read and understands the provisions of
PAMC Chapter 2.30 relating to nondiscrimination in employment and the penalties for
violations thereof, and it agrees to comply with all requirements of PAMC Chapter 2.30
pertaining to nondiscrimination in employment, including the completion, execution and
submission to the City of the Certification of Nondiscrimination, as described in Exhibit “B.”
SECTION 11. NOTICES
11.1 Any notice, request, consent or approval by a Party that is required to be
furnished by this Agreement, will be given, in writing, and delivered by personal service, the
United States Postal Service, mailed, first class, postage prepaid, or by facsimile transmission, to
the following:
To CITY: To FRIENDS:
City Clerk Executive Director
City of Palo Alto Friends of the Palo Alto Junior
P.O. Box 10250 Museum and Zoo
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Palo Alto, CA 94303 1451 Middlefield Road
Palo Alto, CA 94303-4303
with a copy to:
Manager, Junior Museum and Zoo
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
SECTION 12. MISCELLANEOUS
12.1 This Agreement will be governed by and construed in accordance with the laws
of the State of California and the Charter of the City of Palo Alto and the Palo Alto Municipal
Code. The Parties will comply with all applicable federal, state and local laws in the exercise of
their rights and the performance of their obligations under this Agreement.
12.2 All covenants, terms, conditions, and provisions of this Agreement, whether
covenants or conditions, will be deemed to be both covenants and conditions.
12.3 This Agreement represents the entire agreement between the Parties and
supersedes all prior negotiations, representations and contracts, written or oral. This
Agreement may be amended by an instrument, in writing, signed by the Parties. This
Agreement may be executed in any number of counterparts, each of which will be an original,
but all of which together will constitute one and the same instrument.
12.4 All exhibits referred to in this Agreement are by such references incorporated in
this Agreement and made a part hereof. The following exhibits are (or will be) made a part of
this Agreement:
Exhibit “A” - Insurance Requirements
Exhibit “B” – Certification of Nondiscrimination.
12.5 At the request of the City, the Friends will furnish to the City Attorney for the
City’s review and approval copies of its articles of organization, operating agreement, and other
information relating to its organization status.
12.6 The Parties agree that the normal rule of construction to the effect that any
ambiguity is to be resolved against the drafting party will not be employed in the interpretation
of this Agreement, the Exhibits, or any amendment thereto.
12.7 In the event that an action is brought, the Parties agree that trial of such action
will be vested exclusively in the state courts of California or in the United States District Court
for the Northern District of California in the County of Santa Clara, State of California.
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12.8 The prevailing Party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with
that action.
12.9 If a court of competent jurisdiction finds or rules that any provision of this
Agreement, the Exhibits, or any amendment thereto, is void or unenforceable, the unaffected
provisions of this Agreement, the Exhibits, or any amendment thereto, will remain in full force
and effect.
12.10 The term “day” means a calendar day, unless a “business day” is specified; for
the purposes of this Agreement, “business day” excludes any “Regular Holiday” or “Other
Special Day” referred to in PAMC Section 2.08.100 or any Friday that is considered a ‘9/80’ day,
when the City does not require employees, electing to work nine (9) business days in a ten-
business days biweekly period, to work on such days.
IN WITNESS WHEREOF, the Parties by their duly authorized representatives have
executed this Agreement on the Effective Date.
APPROVED AS TO FORM: CITY OF PALO ALTO
___________ __________ _________________________
Senior Asst. City Attorney City Manager
APPROVED: FRIENDS OF THE PALO ALTO JUNIOR MUSEUM
AND ZOO
__________________________ ______________________________
Director of Administrative Services Member
______________________________ ______________________________
Director of Community Services Member
______________________________
Member
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EXHIBIT “A”
INSURANCE REQUIREMENTS
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EXHIBIT “B”
CERTIFICATION OF NONDISCRIMINATION