IteM NO.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
OFFICE OF
BY: BENJAMIN DICKOW,DIRECTOR, iMEMORIAL
SPACE CENTER
AUTHORIZE• APPROVE AND EXECUTE A
MEMORANDUM OF UNDERSTANDING (MOU) BETWEEN THE CITY OF DOWNEY r THE LOS ANGELES PUBLIC LIBRARY TO COLLABORATE ON BRINGING
THE LA MAKER FAIRE TO THE COLUMBIAMEMORIAL
PROGRAMOF STEM
It is recommended that the City Council,
AUTHORIZE1. •> APPROVE AND EXECUTE A
MEMORANDUM OF r r • OF DOWNEY
r THE LOSLIBRARY • COLLABORATE ON
THE LA MAKER FAIRE TO THE COLUMBIAiCENTER'SOF STEM '• AND The Columbia Memorial Space Center (CMSC/Space Center) established the City of STEM program in 2015 in order to engage diverse audiences throughout the City of Downey and Los Angeles County in celebrating the area's rich historic association with science, technology, engineering and math (STEM) as well as Southern California's current leadership in innovation. City of STEM has grown to become the region's largest STEM initiative, with tens of thousands of community members from across the County and beyond attending a variety of events every day of the month of April annually. During the program's opening day event alone in April 2022, nearly 20,000 people interacted with over 100 STEM organizations coordinated by the Space Center. City of STEM events take place throughout Greater Los Angeles which has strengthened the City of STEM and Space Center brands over the years.
To continue to grow City of STEM, the Space Center often collaborates with organizations to reach wider audiences. The Los Angeles Public Library (LAPL) recently approached
AUTHORIZE THE CITY MANAGER TO APPROVE AND EXECUTE A MEMORANDUM OF UNDERSTANDING (MOU)
BETWEEN THE CITY OF DOWNEY AND THE LOS ANGELES PUBLIC LIBRARY TO COLLABORATE ON BRINGING
THE LA MAKER FAIRE TO THE COLUMBIA MEMORIAL SPACE CENTER'S CITY OF STEM PROGRAM MARCH 14,2023
PAGE 2
the Center to help LAPL launch the region's first Maker Faire at City of STEM 2023. Maker Faire is an international series of events in major cities that highlight the work of engineers, builders and artists. Maker events routinely draw large audiences of adults and families while the Maker Faire brand is recognized around the world. The Space Center and LAPL will work to present the region's first Faire as part of City of STEM, more than doubling the number of professionals and organizations exhibiting at City of STEM (from over 100 to nearly 300). Hosting LA Maker Faire as part of City of STEM 2023 presents an exciting opportunity for the Space Center to expand its reach and partner with a dedicated community of creative and critical thinkers. Maker Faire is a natural addition to City of STEM in that both focus on engineering and innovation with considerable overlap in audience and professional participation.
In order to facilitate the collaboration, LAPL has asked the City to enter into the attached MOU. The Space Center and LAPL will work together to integrate the LA Maker Faire into City of STEM programming, collaborating on logistical coordination and audience promotion. City of STEM will be able to market the event throughout the Library's 78 branches and to its thousands of patrons. Additionally, while the City of STEM brand has become well known in Southern California, folding in the LA Maker Faire will ensure that there continues to just be one event around science, technology, engineering, math and creativity in the Spring.
Quality of Life, Safety & Infrastructure
Public Engagement
Negligible impact to the General Fund is anticipated. Each year, City of STEM is supported by the Space Center' 501 (C)3 non-profit foundation through sponsorships and donations.
ATTACHMENTS
Attachment A: Memorandum of Understanding between the City of Downey and the Los Angeles Public Library.
MEMORANDUM
BETWEEN
THE CITY OF i
AND
THE CITY OF
O JOINTLY PRODUCE
, , PRESENT
CITY OF ! THE LOS
Section
DEFINITIONS
Section
Section
Section
Section
SectionIES
AND RESPONSIBILITI
Section
Section 8
INSURANCE
Section
INDEMNIFICATION
Section
Section 11
AMBIGUITY
Section
BENEFICIARIES
Section
Section
NON-EXCLUSIVE
Section
ATTACHMENT
This Memorandum of Understanding (MOU) is entered into by and between the City of Los Angeles, a municipal corporation (hereinafter referred to as "LACity"), acting by and through its Board of Library Commissioners (hereinafter "Board" or braryand the City of Downey, a municipal corporation (hereinafter referred to as "Downey"), acting by and through the Columbia Memorial Space Center, a department of Downey, (hereinafter "Space Center"). Library and Space Center may be referred to herein individually as a "Party" or collectively as the "Parties".
WHEREAS, from 2016 through 2019, the Library has previously presented a Maker Faire event at the Central Library, which has been free to the public; WHEREAS, since 2015, the Space Center has presented City of STEITA,-R-r. annual free educational science -related event at the Columbia Memorial Space Center, which has been free to the public;
WHEREAS, Library and Space Center now seek to jointly present a City ot STEM event and Maker Faire event in 2023;
WHEREAS, both parties desire to enter into a MOU to describe roles, duties, anf-i responsibilities to ensure a successful event.
ms• .•i r• Mife I
City of STEM: A program of the Columbia Memorial Space Center, serving as the public science festival for Greater Los
Angeles that includes events and programs.
NOT limp , �15 - is �4. .0m==8=11111
Space Center
Columbia Memorial Space Science Learning Center
(Space Center):
Foundation, a 501 (c)(3) non-profit corporation.
Los Angeles Public
A City of Los Angeles Department, acting by and
Library (Library):
through the Board of Library Commissioners.
-A Maker Faire: A program of the Library that provides a public science -based event for all ages.
2.0 DOCUMENTS
This MOU shall be composed of the following documents which shall be made a part hereof as though fully set forth herein:
MENERIUMLISM
2.2 Standard Provisions for City Contracts (Rev. 9/22 [v.11), which ar"g-N attached and incorporated by reference as Exhibit A.
9��
3.0 ORDER OE PRECEPENCE
This MOU contains the full and complete agreement between the Parties. No verbal agreement or conversation with any officer or employee of either Party shall affect or modify any of the terms and conditions of this MOU. Resolution of any conflicting provisions in the documents constituting this MOU shall be resolved by considering the documents according to the following order of precedence:
4.0 TERM OF MOU
The term of this MOU shall be for one year with two one-year options to renew at the discretion of either Party. The initial term of this MOU shall begin upon the date of execution.
5.0 THE EVENT
The Space Center and the Library shall jointly produce and present a free public event which incorporates aspects of both City of STEM and LA Maker Faire (hereinafter referred to as "Event").
The Event shall take place at the Los Angeles State Historic Park located at 1245 North Spring Street, Los Angeles, CA 90012, or as otherwise agreed by the Parties. The day and hours of the Event shall be determined and mutually agreed on by the Parties during the preparation for the Event.
B& UUMES AND
Parties agree to jointly produce and present the Event and to collaborate tif ensure the success of the Event for the enjoyment of the public. The followimir are the duties and responsibilities of the Parties:
a. Coordinate and procure the infrastructure required to produce thL_� Event, including, but not limited to: canopies, tents, tables, electrical power, stage, lighting, and Wi-Fi capability.
b. Promote and market the Event.
c. Hire and supervise an Event Planner.
d. Coordinate exhibitors, performers, etc., related specifically to City oi STEM.
e. Pay and be liable for all costs associated with Space Center duties an,� responsibilities regarding the Event.
310013��
a. Recruit and coordinate exhibitors, primarily Makers. b. Hire and coordinate performers related specifically to LA Maker Faire. c. Design and print promotional materials, such as flyers, brochures, etc. d. Maintain the LA Maker Faire website.
e. Coordinate with other LACity departments, including obtaining and procuring required permits.
a. Design and creation of signage.
b. Planning of event layout.
c. Food options.
d. Logistics, including, but not limited to: parking, restrooms, security, and other necessary items.
7.0 MOU REPRESENTATIVES
The following representative indiv ' iduals and addresses shall serve as the place to which notices and other correspondence between the Parties shall be sent.
Library and Contractor shall notify, in writing, the other Party of any changes in the following information within five working days of such change.
Name:
Benjamin Dickow
Title:
President and Executive Director
Columbia Memorial Space Center
City of Downey
Address:
12400 Columbia Way
Downey, CA 90242
Telephone:
Email:
LIBBAELK5-RERRUENM
Title: Director of Engagement and Learni
I
Los Angeles Public Library
City of Los Angeles
Address: 630 W. 5 th Street
Los Angeles, CA 90071
Telephone: (213) 228-7527
Email: aD3iWkkQLaW-Q[Q
Formal notices, demands, and communications to be given hereunder by either Party must be made in writing and may be effected by personal delivery or by registered or certified mail, postage prepaid, return receipt requested, and will be �eemed communicated as of the date of mailing.
If the name of the person designed to receive the notices, demands, or communications or the address of such person is changed, written notice must be provided as described in this Agreement, within five business days of such change.
8.0 1NORANICELREgUIREMENM
Space Center shall provide the insurance as required by the LACity Risk Manager and shall comply with the provisions required by the Standard Provisions for City Contracts (Rev. 9/22(Exhibit A).
1.0 INDEMNLEI!;AMON
Except for the negligence or misconduct of LACity and/or Library, or any of its boards, officers, agents, employees, assigns and successors in interest, Space Center agrees to defend, indemnify and hold harmless the LA, the Library and any of its boards, officers, agents, employees, assigns, and successors in interest from and against all lawsuits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees (both in-house and outside counsel) and cost of litigation (including all actual litigation costs incurred by LACity and/or the Library, including but not limited to, costs of experts and consultants), damages or liability of any nature whatsoever, for death or injury to any person, including Space Center's employees and agents, contractors and subcontractors, or damage or destruction of any property of either party hereto or of third parties, arising in any manner by reason of an act, error, or omission by Space Center, subcontractors, or their boards, officers, agents, employees, assigns, and successors in interest. The rights and remedies of the LA and/or Library provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this IVIOU. 11 lawsuits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees (both in-house and outside counsel) and cost of litigation (including all actual litigation costs incurred by LA and/or the Library, including but not limited to, costs of experts and consultants), damages or liability of any nature whatsoever, for death or injury to any person, including Library's employees and agents, contractors and subcontractors, or damage or destruction of any property of either party hereto or of third parties, arising in any manner by reason of an act, error, or omission by LACity and/or Library, subcontractors, or their boards, officers, agents, employees, assigns, and successors in interest. The rights and remedies of Downey and/or Space Center provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this MOU.
This Section 9 of the MOU shall survive the expiration or termination of this MOU, including any new MOU entered into between the Parties that replaces or extends this MOU.
10.0 OWNERSHIP
All documents and records provided by the Library to the Space Center shall remain the property of Library and must be returned to Library upon termination of this MOU or at the request of the Library.
IN 11111011
-0-- 0-1- - - -6- M-M
11.0 AMBIGUITY
Any ambiguity in this MOU shall not be interpreted against any one Party by virtue of that Party being drafter of the MOU.
i
12.0 No•THIRD-PARa 139NMLQ��
Nothing herein is intended to make any subcontractor a third -party beneficiary.
LACity has no obligation to any subcontractor. No privity is created with any subcontractor by this MOU. Even if the Space Center uses subcontractors, the Space Center remains responsible for complete and satisfactory performance of the terms of this MOU.
13.0 ASSIGNMENT
This MOU may not be sold, issued, assigned, or otherwise transferred by eith the Library or the Space Center. Any such attempted assignment shall a- ..: 1 NO-EXCLUMME A.-MEELAENT
Nothing in this MOU shall be construed to mean that either Party providing services to the other shall be the exclusive provider of such services. The Parties retains the right to engage the services of and purchase materials from others during the term of this MOU.
15.0 REFERENCE_T_OQ���
Reference to the obligations of either the City of Downey, Downey, Columb Memorial Space Center or Space Center, shall include the obligations of t others.
Reference to the obligations of either the City of Los Angeles, the Board of Library Commissioners, the Library, or the Los Angeles Public Library, shall include the obligations of the other.
16.0 ENnREA9REEMENI
This MOU, and any attachments or documents incorporated herein by inclusion or by reference, constitutes the complete and entire agreement between the Parties and supersedes any prior representation, understandings, communications, commitments, agreements, or proposals, oral or written. No verbal agreement or conversation with any officer or employee of either party will affect or modify any of the terms and conditions of this MOU. This IMOU is executed in three duplicate originals, each of which is deemed to be an original.
CONTRACT/AGREEMENT NO, —1
IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives.
W.
JOHN F. SZABO
City Librarian
Los Angeles Public Library
Date
N I 1 11
,1112 i'l il il 5 il 1 ;1 Iiii'll 111i A 1 6 -
. a 01 It K
JOSHUA M. TEMPLET
Deputy City Attorney 71
City of Los Angeles
Date
By,
UREN B. LANGE
Interim City Attorney
City of Downey
-2
Date— '_6 "-2-__
MARK SCOTT
Interim City Manager
City of Downey
Date-,—,—,,,.-,,
RAQUEL M. BORDEN
Board Executive Assistant
Los Angeles Public Library
Date
By_
ALICIA DUARTE
City Clerk
City of Downey
p M.
IM�