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14-148 Strategic Energy Innovations (SEI) MOU for Climate Corps Fellowship Program Assignments 9/1/14-7/31/15 l OFFICE OF THE CITY CLERK CITY HALL ' 10300 TORRE AVENUE • CUPERTINO,CA 95014-3255 TELEPHONE:(408)777-3223 * FAX: (408)777-3366 WEBSITE:www.cupertino.org CUPERTINO September 15, 2014 Strategic Energy Innovations Attention: Stephen Miller 899 Northgate Drive Suite 410 San Rafael, CA 94903 Re: Memorandum of Understanding (MOU) for Climate Corps Fellowship Program Assignments September 1,2014-July .:',1, 2015 Dear Mr. Miller, Enclosed is a fully executed copy of the above-stated agreement with the City of Cupertino. If you have any questions or need additional information, please contact Erin Cooke, Sustainability Manager at (408) ;777-7603. Sincerely, �c Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure Memorandum of Understanding (MOU) between Strategic Energy Innovations and The City of Cupertino For Climate Corps Fellowship Program Assignments September 1, 20-L�--YT 31, 2015 �� SUBJECT. Climate Corps Bay Area ?� "s This MEMORANDUM:OF UNDERSTANDING is hereby made and entered into by and between Strategic Energy Innovations, hereinafter referred to as SEI and the City of Cupertino, hereinafter referred to as "Host Agency". Collectively, SEI and the City of Cupertino are hereinafter referred to as the "Parties." ARTICLE I—BACKGROUND AND OBJECTIVES SEI is collaborating with public, non-profit, and for-profit organizations in the San Francisco Bay Area to recruit, train, and place:Fellows with Host Agencies where they will be provided with experiential learning opportunities as they assist in implementing climate change resiliency programs. The Fellows' term of service runs from September 2, 2014 through June 30, 2015, when Fellows are expected to complete their program hours commitment. While participating in Climate Corps Bay Area, Fellows will complete 1500 site hours and an additional 170 hours in program training activities. During their term of service, Fellows will implement programs that provide significant professional development experience through the implementation of climate resiliency projects. Fellows will devote approximately 90% of their site hours to experiential learning activities, and up to 1.0% of these site hours for specific training and coaching as approved by their Host Agency. If a Fellow is unable to complete their full 1500 site hours by June 30 due to any unforeseen circumstances during their term they may, at the discretion of SEI and the agency, be allowed time to complete their hours at the agency, or at another approved agency where there are service opportunities available. The mission of Climate Corps Bay Area is to deliver a 10-month Fellowship program that provides professional development opportunities for emerging climate protection leaders through implementation of climate change resiliency projects with local governments, non-profits and for-profit businesses. CCBA Fellows: • Receive unparalleled experiential learning opportunities through placements with regional climate protection leaders. • See first hand how to address climate change by implementing assessment, education, and mitigation projects that have measurable benefits. • Build critical real-world project management skills as they measure, track, and report outcomes to community partners. Fellows participate in a comprehensive training program that gives an overview of climate change issues, strategies for tackling climate change and approaches to building community resiliency in California. The Parties will work in partnership to promote the MOU, and its benefits to the Project and community at large. 1 5 ; ARTICLE II—STATEMENT OF PROJECT ACTIVITIES Though Climate Corps Bay Area, SET agrees to: • Recruit and assist in selection of a CCBA Fellow for a commitment of 1500 hours over a period*of 10 months, • Train and support Fellow with a comprehensive training program that includes a training manual, a multi-day orientation led by an array of experts, monthly trainings, a mid-year 2-day retreat, and two Professional Development Assessment reviews. • Work with the Host Agency to develop a specific Fellowship Scope for specific Host Agency initiatives that aligns with CCBA goals and defines the Training Plan for the Fellow. • Provide assistance in defining and developing metrics for the Fellow to measure and track the progress of project activities throughout their Fellowship. • Provide monthly follow-ups to review progress with Site Supervisor and Fellows. • Define and implement any corrections to Fellow's plan determined to be necessary based on feedback collected from Fellow and Host Agency. Host Agency agrees to: • Take part in the recruitment and interview process to identify a Fellow best fitted for the speicific projects' needs. • Provide one to three specific climate resiliency initiatives that their Fellow can work on during their term of service. • Initiatives must be well-defined, approved for implementation and include specific learning objectives. • Host Agency will work with SEI to finalize a mutually agreed-upon Fellowship Scope no later than 1 month after the Fellow arrives on site. • Assign a Site Supervisor who will be available to meet at least weekly with the Fellow for one-on-one project meeting time, coordinate other neccesary staff supervision needed for successful implementation of the:Fellowship Scope, gather and report on in-kind supervisory hours (at least 15/month) across all relevant staff within the organization with Fellow. • Support Fellow to complete monthly reporting to SEI indicating whether progress is being made on the initiatives. • Provide feedback on Program and Fellow effectiveness • two times a year, fill out and submit a Professional Development Assessment to provide feedback on Fellow activities • Participate in program wide-conference calls to discuss program progress • Respond to Host Agency feedback surveys as requested • Attend or send a representative to Partner Orientation. • Only hire Fellow to work part-time in program or service area unrelated to SEI community service programs; Agency may not hire the Fellow for like projects until and unless Fellow completes his/her entire program year of service. • :Refrain from using the Fellow for displacement of a host agency employee. • Allow SEI to share results from this program through grant reporting and other means as SEI deems appropriate. 2 - a • Provide program-wide support through either • Sponsoring a venue and staff presentations a monthly training event for all Fellows or • Participation in a program sponsored training session or professional development event. ARTICLE III—TERM OF AGREEMENT This MOU will. become effective on the date of final signature and shall continue in full force and effect through July 31, 201.5 unless terminated earlier asset forth in Article VI. Agency Funds are committed to all Program expenses, including program costs for recruitment and training development prior to the Fellow's start date, Fellow stipends, benefits, training, and ongoing programmatic costs, and will be fully committed on May 1, 2015. In the event that this MOU is terminated prior to May 1, 2015, a reimbursement will be issued for unspent Agency funds, based on a 8-month spend down that equates to $70/day for 243 days between September 2, 2014—May 1, 2015. In the event that a Fellow terminates their program participation early, SEI staff will work with the Program Partner to: 1. Recruit for a replacement should the Fellow leave prior to the mid-January winter/spring semester registration into Climate Corps certificate courses, or 2. Work with the Program Partner to transition the Fellow's work internally (to other Fellows/ staff) and to reimburse the partner for unexpended funds as detailed.in the paragraph above. ARTICLE IV—KEY OFFICIALS The individuals listed below are identified as key personnel considered essential to the project being performed under this Memorandum of Understanding For SEI ' Job Title: Deputy Director Name: Stephen Miller Address: 899 Northgate Dr. ,!uite 410 San Rafael CA 94903 Phone Contact: 415-507-2186 Email Contact: stephen@seiinc.or€; For Host Agency_ Job Title Sustainability Manager Name Erin Cooke Address Cupertino City Hall 10300 Torre Avenue Cupertino, CA 95014 Phone Number 408-777-7603 .3 Email Contact eri.nc@cupertino.org Either party may change the designated official by notifying the other in writing. ARTICLE V—PAYMENT Host Agency will provide SEI with $19,500 per Fellow and requests one Fellow for the remaining Program Year for a total payment amount of$19,500 to support the implementation of the program. Host Agency will complete payments within 30 days of receiving invoices. The invoices will be dispersed according to the following schedule: • Invoice 1: • Due: September 5, 2014 • Amount: $9,750 • Invoice 2: • Due: January 5, 2015 • Amount: $9,750 The Parties agree that if the Partner fails to make any payments 90 days after an invoice is received and marked due, SEI will immediately assess a late payment penalty of 1.5% of the unpaid amount ARTICLE VI—TERMINATION Either party may terminate this agreement by providing seven calendar days written notice. In addition, City may unilaterally terminate any Fellow's assignment to City for any reason, including but not limited to unsatisfactory performance or failure to follow applicable policies, procedures, rules and regulations. The indemnity provisions of this Agreement shall survive termination. ARTICLE VII- NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, SEI agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by SEI, its Fellows, employees or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. SEI agrees to inform all Fellows that such discrimination is prohibited, and agrees that any and all violations of this provision by SEI or a Fellow shall constitute a material breach of this Agreement. ARTICLE VIII-TERMS It is mutually agreed by all Parties to this MOU that: • Fellows are considered employees of SEI and not of City. City and SEI intend that the relationship between them and the Fellows created by this Agreement is that of employer-independent contractor and that SEI and Fellows performing pursuant to this 4 agreement are not Considered to be employees of City :for any purpose, inClliding bUt not limited to Unemployment I ISUrance, workers' compensation plans, compensation for services, and employee welfare and pension benefits,. No civil service status or other right of employment will be acquired by virtue of SEl's or Fellow's services. City shall not be responsible for paying the fellows or making any deductions for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due SEI. Payments of the above items, if required, are the responsibility of SEI. By executing this agreement, SEI agrees that it will not assert any employment status or relationship between Fellow and City in any proceeding. • SEI agrees to notify each Fellow that the Fellow has no employment relationship with City and to include a statement to this effect in any contract or similar agreement between SEI and Fellow. • Fellows shall not operate any City vehicle under any circumstances. SEI shall infornl Fellows of this requirement and take all reasonable steps to ensure compliance • In the event that a Party no longer approves implementation of any of the provisions referenced in this MOU, the individual Parties agree to promptly confer to determine what, if any, modifications to this MOU should be made to address the issue(s) of concern. • In the event that a Party no longer desires to be a part of this MOU or any modification(s), then the individual Party in their sole discretion may terminate their relationship within this MOU. • The parties do not intend for City to bear arty financial risks other than the commitment described in Article V of this agreement. Therefore, this agreement specifically allocates the risk of payment of Workers' Compensation benefits for Fellows to SEI • SEI agrees to defend, indemnify and hold harmless City, its employees, officers, and% agents from and against any loss, injury, da;alage or liability (including reasonable attorney's fees) alleged in whole or in part to have been solely the result of or arisen from the acts, negligent acts, or any othee rongful act or omission by SEI or a Fellow, or stemming in any way from Fellow's participation in this program. • SEI shall maintain Comprehensive General. Liability insurance coverage with an insurer licensed to do business in the state of California with limits acceptable to the City, and name City as additional insured on such policy. • City agrees to defend, indemnify, and bold harmless SEI, its employees,officers and agents from and against any loss, injuiy;,da�nage or liability (including reasonable attorney's fees) alleged-;in whole or in part to have been solely the result of or arisen from the acts, negligent acts, or any other wrongful act or omission by City, its employees, officers and agents and which IS unrelated to the acts or omissions of SEI or Fellows.. • Neither party shall assign this agreement to another party without the other's express written permission. • This Agreement shall be governed by the laws of the State of California. Any action by a Party seeking to enforce this agreement shall be brought in Santa. Clara County, California. The prevailing party shall be entitled to reasonable attorney fees and costs. 5 ` , S ARTICLE IX —AUTHORIZING SIGNATURES IN `VITNESS HEREOF, the parties hereto have executed this MOU on the dates) set forth below. Strategic Energy Innovations 8/25/14 Stephen Miller, Deputy Director, SE.I Date City of Cuper 'no VIYn"N4A'-ook-e,, Sustainability Manager, Date City of Cupertino RECOMMENDED FOR APPROVAL: Title l � APPROVED AS TO FORM: City Attorney ATTEST: g City Clerk 6 T