CC Resolution No. 9190
..,:
RESOLUTION NO. 9190
A RESOLUTION OF 11IE CITY COUNCIL OF 11IE CITY OF
CUPERTINO AUTHORIZING EXECUTION OF AGREEMENT
BETWEEN 11IE CITY OF CUPERTINO AND
11IE FRIENDS OF STEVENS CREEK TRAIL
WHEREAS, there has been presented to the City Council an agreement between
The Friends of Stevens Creek Trail and the City of Cupertino providing for definition of
the relatoinship between the City and the Friends and outlining responsiblities for both
parties; and
WHEREAS, the terms, conditions and provisions of the agreement have been
reviewed and approved by the City Attorney and the Director of Parks and Recreation.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Cupertino hereby approves the aforementioned agreement and authorizes the City
Manager and the City Clerk to execute said agreement on behalf of the City of Cupertino.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of
Cupertino this 19th day of September. 1994 by the followiJig'vote:
.Y!m: Members of the ~ Conncil
A~S: Bautista, Burnett, Dean, Sorensen, Koppel
NOES: None
ABSENT: None
ABSTAIN: None
A lTEST: APPROVED:
/s/ Kim Marie Smith
City Clerk
/s/ Barb Koppel
Mayor, City of Cupertino
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND
THE FRIENDS OF STEVENS CREEK
This Agreement is made and entered into on , 1994 by and
between the CITY OF CUPERTINO, hereinafter referred to as "CITY," municipal
corporation of California, and FRIENDS OF STEVENS CREEK TRAIL, hereinafter
referred to as "FRIENDS," a California nonprofit corporation.
RECITALS
FRIENDS and CITY each agree and represent that the purpose and intent of this
Agreement is to promote cooperation, to recognize mutual interest, and to fonnulate
provisions governing the relationship between FRIENDS and CITY.
NOW, THEREFORE, the parties agree as follows:
Article I Obliiation of FRIENDS and CITY.
A. Obligations of FRIENDS.
1. Community Awareness.
FRIENDS shall conduct activities such as educational and promotional
talks before civic, school and governmental agencies and plan and conduct trail runs,
walks, cleanup days, special events and other similar activities.
2. Fund Raising.
Funds raised by FRIENDS shall be used by CITY to augment other funds
available to CITY for the Stevens Creek Trail Project. CITY shall not reduce or replace
other funds or funding levels for the Trail because of the availability of funds from
FRIENDS. Fund raising will include the collection of private donations through activities
such as a gift catalog, special events and solicitation. Funds raised by such activities,
except for reasonable operating expenses of the Friends, shall be transferred to the Cities
for the purpose of supporting the development of Stevens Creek Trail.
3. Nonprofit Status.
During the entire tenn of this Agreement, FRIENDS shall apply for and/or
remain a private, educational and charitable corporation which is recognized by State and
Federal tax authorities as authorized to accept contributions which are deductible from
income tax. Future changes in Federal and State law eliminating or reducing tax
reductions for such contributions shall not result in a breach of this Agreement unless
FRIENDS fails or refuses to make changes in its organization, operations or legal
authority to operate as necessary to retain a nonprofit status.
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND
THE FRIENDS OF STEVENS CREEK
This Agreement is made and entered into on , 1994 by and
between the CITY OF CUPERTINO, hereinafter referred to as "CITY," municipal
corporation of California, and FRIENDS OF STEVENS CREEK TRAIL, hereinafter
referred to as "FRIENDS," a California nonprofit corporation.
RECITALS
FRIENDS and CITY each agree and represent that the purpose and intent of this
Agreement is to promote cooperation, to recognize mutual interest, and to fonnulate
provisions governing the relationship between FRIENDS and CITY.
NOW, THEREFORE, the parties agree as follows:
Article r Obli~ation of FRIENDS and CITY.
A. Obligations of FRIENDS.
1. Cornmunity Awareness.
FRIENDS shall conduct activities such as educational and promotional
talks before civic, school and governmental agencies and plan and conduct trail runs,
walks, cleanup days, special events and other similar activities.
2. Fund Raising.
Funds raised by FRIENDS shall be used by CITY to augment other funds
available to CITY for the Stevens Creek Trail Project. CITY shall not reduce or replace
other funds or funding levels for the Trail because of the availability of funds &om
FRIENDS. Fund raising will include the collection of private donations through activities
such as a gift catalog, special events and solicitation. Funds raised by such activities,
except for reasonable operating expenses of the Friends, shall be transferred to the Cities
for the purpose of supporting the development of Stevens Creek Trail.
3. Nonprofit Status.
During the entire tenn of this Agreement, FRIENDS shall apply for and/or
remain a private, educational and charitable corporation which is recognized by State and
Federal tax authorities as authorized to accept contributions which are deductible from
income tax. Future changes in Federal and State law eliminating or reducing tax
reductions for such contributions shall not result in a breach of this Agreement unless
FRIENDS fails or refuses to make changes in its organization, operations or legal
authority to operate as necessary to retain a nonprofit status.
4. Mailing.
FRIENDS shall pay all mailing and distribution costs of all publications it
generates or authorizes, including special advertising and publications associated with
fund-raising activities.
5. Reporting on Use of Funds and Examinations of Documents.
a. Annual report.
FRIENDS will provide to the City's Parks and Recreation
Department, copies of annual reports and board meeting minutes.
b. Examination and submittal of records.
FRIENDS shall make available all of its financial records at any
reasonable time for examination by the City Manager or his designee, and shall, upon
request, provide copies of such records to CITY's representatives. FRIENDS will provide
an annual financial statement, including a balance sheet and statement of operations,
which shall also include all amounts remitted to CITY.
c. Minutes of board meetings.
6. Insurance.
FRIENDS shall take out prior to commencement of the perfonnance of the
terms of the AGREEMENT, pay for, and maintain until completion of the
AGREEMENT, the following types of Policies. These Policies must cover at least the
following, which are minimum coverages and limits.
I. Comprehensive General Liability Insurance; including the
following:
A. Premises Operations (including completed operations, if the
exposure exits).
B. Broad Form Blanket Contractual.
C. Personal Injury coverages A, B and C.
I. All coverages must have a minimum of $1 ,000,000
per occurrence, $2,000,000 aggregate.
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7. Indemnification.
FRIENDS hereby agree to and shall indemnify, defend and hold CITY, its
officers, agents and employees harmless from any liability for damage or claim for
damage for personal injury, including death, and/or property damage which may arise
from the willful misconduct or negligent performance of this Agreement by FRIENDS or
FRIENDS' volunteers, participants, agents or employee operations under this Agreement.
8. Meetings To Be Open; Notice.
Board meetings of FRIENDS shall be open to the public.
9. Trail Work Days.
As arranged with the Department of Public Works, FRIENDS shall
provide periodic trail and creek work days.
B. The Obligations of CITY.
I. CITY shall provide office space for FRIENDS at McClellan Ranch Park
as per a separate agreement.
2. CITY shall keep officers of FRIENDS informed of relevant issues
pertaining to the development of the Stevens Creek Trail.
a. City facilities will be made available to the FRIENDS for meetings
and fund raising events, subject to City's policies on use of City facilities.
b. City shall establish appropriate accounting procedures for CITY to
use when processing funds accepted from FRIENDS. Such procedures shall provide an
auditable tracking of revenues and expenditures of funds turned over to CITY by
FRIENDS.
3. CITY Representation.
The Director of Parks and Recreation shall serve as City liaison to
FRIENDS.
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Article II. Terms of A¡reement. Breach. Other Conditions.
A. Term of Agreement.
This Agreement shall commence on the date written above and continue
indefinitely unless either party gives written notice in writing of its intent to terminate at
least sixty (60) days prior to the effective date of termination. In the event the agreement
is terminated, FRIENDS shall submit to City a final accounting of funds raised.
B. Termination.
This Agreement may be terminated by either party for material breach of its terms
or obligations. Prior to such termination, the terminating party shall give written notice of
the breach and shall allow a ninety (90) day period in which to cure the breach. In
addition to any other remedy provided by law, any material or financial irregularity
coming to the attention of CITY may be cause for immediate suspension of the agreement
until a remedy or explanation of the irregularity is made to the satisfaction of CITY's
Finance Director.
C. Modification of Agreement.
This Agreement may be modified at any time upon the agreement of both parties.
The party wishing the modification shall submit a written proposal for modification to the
address provided for notice.
D. Notices.
Any notice required to be given by this Agreement shall be sufficient if hand
delivered, mailed, faxed or sent prepaid by commercial ovemight delivery services as
follows or to such other addresses as the affected party shall specify in writing.
To CITY:
Director of Parks and Recreation
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
To FRIENDS:
Friends of Stevens Creek Trail
McClellan Ranch Park
22221 McClellan Road
Cupertino, CA 95014
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E. No Assignment.
This Agreement is personal to FRIENDS and shall not be assigned by FRIENDS
at any time without the express written consent of CITY's City Council. Neither shall
FRIENDS assign any of its rights hereunder without such consent. CITY's City Council
retains the right to approve or deny such an assignment in its sole and absolute discretion.
F. No Hypothecation.
FRIENDS shall not hypothecate or otherwise encumber or borrow against any
asset, right of action, funds or other thing of value provided to FRIENDS by CITY
without the express written consent of CITY's City Council. CITY's City Council retains
the right to approve or deny approval of such transaction in its sole and absolute
discretion.
G. Authority to Act.
Unless otherwise specified in this Agreement, CITY's City Manager or his or her
written designee shall be the sole party authorized to act on behalf of CITY with regard to
this Agreement. Unless otherwise specified in this Agreement.
FRIENDS' president or his or her written designee shall be the sole party authorized to
act on behalf of FRIENDS.
Dated for convenience and effective on the date first written above and executed
at Cupertino, California.
By
Friends of Stevens Creek Trail
President
By
Donald D. Brown
City Manager
Attested By
Kim Smith
City Clerk
Approved as to fonn
Charles T. Kilian
City Attorney
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