15-008 Local Government Commission for CivicSpark program OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE•CUPERTINO,CA 95014-3255
jai TELEPHONE:(408)777-3223•FAX: (408)777-3366
C O P E RT I N O WEBSITE:www.cupertino.org
March 10, 2015
Local Government Commission
Attention: Linda.Cloud
1303 J Street, Suite 250
Sacramento, CA 95814
Re: Agreement for contract services
A fully executed copy of the agreement with the City of Cupertino is enclosed. If you
have any questions or need additional information, please contact the City Manager's
Office at (408) 777-3212.
Sincerely,
Andrea Sanders
Senior Office Assistant
Enclosure
cc: City Manager's Office
AGREEMENT FOR SERVICES OF INDEPENDENT CONTRACTOR
THIS AGREEMENT is made and entered into as of February 1-Oth, 2015 by and between The City of
Cupertino ("City") and the Local Government Commission("LGC"), a Califlomik&nDnProfit located at
980 9th Street,.Suite 1700, Sacramento, CA 95814-2736
RECITALS
A.' The City desires to engage LGC to provide certain services through the CivicSpark program.
B. CivicSpark is a federally funded AmeriCorps program operated by LGC, in which LGC recruits,
hires, and supervises emerging professionals.
C. The CivicSpark Program provides climate change capacity building services to local
governments-in California through project implementation activities performed by LGC teams
(LGC staff and CivicSpark AmeriCorps Members (Members)).
D. LGC-desires to provide those services and to be compensated accordingly..
E. . The City and LGC enter into this Agreement in order to memorialize the terms concerning
LGC's performance of the services and the City's obligations with respect thereto.
AGREEMENT
l ,
'NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth
herein,the City and LGC hereby covenant and agree as follows:
1. Appointment. The City hereby appoints LGC as an independent contractor to perform the
services described in Exhibit "A", "Scope of Services" attached hereto. LGC hereby accepts such
appointment on the terms and conditions set forth herein.
The City also, agrees to the responsibilities and roles as described in Exhibit`B", as they relate to
the City's participation in the CivicSpark program. The City hereby accepts such responsibilities on
the terms and conditions set forth herein. The City also agrees to abide by all federal AmeriCorps
expectations and prohibited activities as,described in Exhibit"F".
Neither party may vary the scope of services described in Exhibit "A" or responsibilities in Exhibit
"B"except as expressly agreed to in writing by the other party. The budgets for direct labor and
expenses are based on the services described in Exhibit "A." Any modification of the scope of
services may affect direct labor costs and project expenses and'must be approved in writing by City,
through an amendment of this Agreement._
2. Performance of Consulting Services. LGC shall perform the services in a diligent,competent and
professional manner.
3. Consulting Fee: Reimbursable Expenses.
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`(a) The City shall pay LGC a fee for the services provided, as described in Exhibit "C," "Description
of Compensation," attached hereto.
(b) LGC shall be entitled to reimbursement for out-of-pocket expenses incurred in the performance
of this Agreement, limited to those expenses listed in Exhibit-"D," "Reimbursable Expenses,."
attached hereto, up to the maximum amount set forth in Exhibit "D. Upon receipt of LGC's invoice;
City "shall notify LGC if it has any exceptions to LGC's invoice. When LGC and City are in
agreement on the terms of LGC's invoice, City shall submit the invoice.for payment. The City shall
reimburse LGC'within thirty (30) days of receiving the invoice.
4. Term. The term of this Agreement shall commence and LGC's duties and responsibilities under,
this Agreement shall begin as of the date first written above and shall continue, as agreed to in the
timeline defined in Exhibit"E"..This agreement is subject to earlier termination as provided herein,
until the services are complete and all compensation and reimbursable expenses are paid to LGC.
This agreement may be terminated at anytime by, either party for good cause. This agreement may
be terminated by either party, without cause, upon 30 days written notice to the non-terminating _
party.
5. Independent Contractor. It is the intent of the parties that LGC is and shall remain an
independent contractor,and LGC shall (i) comply in all material respects with all the laws,rules,
ordinances, regulations and restrictions applicable to the services, and (ii)pay all federal and state
taxes applicable to LGC, whether levied under existing or subsequently enacted laws, rules or
regulations. The parties hereto do not intend to create an employer-employee or master-servant
relationship of any kind.
6. Insurance. LGC agrees to maintain: (1) commercial general liability insurance with
minimum limits of$1,000,000,and$2,000,000 in the aggregate, written on an occurrence form
basis,protecting it from claims for personal injury (including bodily injury and death) and
property damage which may arise from on in connection with the performance of Consultant's
Services hereunder or from or out of any act or omission of Consultant, its officers, directors,
agents, subcontractors or employees; (2)professional liability insurance with minimum limits
of$1,000,000; and(3) worker's compensation insurance as required by law; and hired and non-
owned auto insurance with minimum limits of$1,000,000 for each accident. LGC shall provide
a certificate of said insurance and an additional insured endorsement naming the City as additional.
insured under all applicable policies within 10 days of the execution of this Agreement.
7. Limitation of Liability. LGC agrees to defend, indemnify and hold harmless City, its
employees, officers, and agents from and against-any loss, injury, damage 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 LGC or one of their Members or
stemming in any way from Member's participation in this program.
City agrees to defend, indemnify, and hold harmless LGC, its employees, officers and agents from
and against any loss, injury, damage 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
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other wrongful act or omission unrelated to the acts or omissions of LGC or Members, by City, its
employees, officers and agents.
8. Ownership of Documents. Ownership of-any designs,plans, maps, reports, specifications,
drawings, and other information or items produced by LGC while performing Services under this
Agreement will be assigned to and owned jointly by LGC and City. The original of all reports,
memoranda, studies,plans, specifications, drawings, materials, exhibits, maps or other.similar or
related documents prepared by LGC in the performance of the Services for the City shall be the joint
property of LGC and the City.
9. Notices. All notices or other communications required or permitted to be given hereunder shall
be in writing and shall be deemed to have been given when delivered if personally delivered, or three
(3) business days after mailing if mailed by certified mail,postage prepaid, return receipt requested,
and shall be addressed as follows:
To the City:
Erin Cooke
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
408-777-7603
erinc c-,cupertino.org
To LGC:
Linda Cloud
Local Government Commission
1303 J Street, Suite 250
Sacramento, CA 95814
916-448-1198
916-448-8246 fax
]cloudc ,l�c�__-.or&
Either party may change its address by giving written notice thereof to the other party.
10. Governing Law. This Agreement shall be governed by the laws of the State of California.
11. Entire Agreement: Amendments. This Agreement contains all of the agreements of the parties
hereto with respect to the matters contained herein and no prior or contemporaneous agreement or
understanding, oral or written, pertaining to any such matters shall be effective for any purpose. No
provision of this Agreement may be amended or added to except by an agreement in writing signed
by the parties hereto or their respective successors in interest.
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Termination. Either party may terminate this agreement by providing seven calendar
days written notice. In addition, City may unilaterally terminate LGC's assignment to City for
any reason, including but not limited to LGC or any Member's unsatisfactory performance
or failure to follow applicable policies, procedures, rules and regulations. The indemnity
provisions of this Agreement shall survive termination.
**Non-Discrimination:
Consistent with City's policy that harassment and discrimination are unacceptable employer/
employee conduct, LGC agrees that harassment or discrimination directed toward a job
applicant, a City employee, or a citizen by LGC, Members, 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. LGC agrees to inform
all Members that such discrimination is prohibited, and agrees that,any and all violations of this
provision by LGC or a Member shall constitute a material breach of this Agreement.
12. Headings. The headings of this Agreement are for purposes of reference only and shall not
limit or define the meaning of the provisions of this Agreement.
13. Severability. If any paragraph, section, sentence, clause or phrase contained in this Agreement
shall become illegal, null or void or against public policy, for any reason, or shall be held by any
court of competent jurisdiction to be illegal, null or void or against public policy, the remaining
paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected
thereby.
14. Waiver. The waiver of any breach of any provision hereunder by any party hereto shall not be
deemed to be a waiver of any preceding or subsequent breach hereunder.
15. Successors and Assigns. Subject to the provisions of Section 7,this Agreement shall be
binding upon and inure to the benefit of the respective successors an assigns of the parties hereto.
16. Warranty of Authority. Each of the undersigned hereby warrants that he/she has authority
on behalf of his or her principal to execute this Agreement and to bind such principal to the terms
hereof.
17. Counterparts. This Agreement may be executed by electronic or hard-copy signature and in
any number of counterparts, each of which shall be deemed to be one and'the same instrument. The
exchange of executed copies of this Agreement by facsimile, email or other electronic transmission
will constitute effective execution and delivery of this-Agreement for all purposes. Signatures of
the parties transmitted by such methods will be treated in all respects as having the same effect as an
original signature.
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
Local Government Commission CITY OF CUPERTINO
A Municipal Corporation
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B y �f, By {�!tq 0 4-6
Title Mk tq f�7GN� Title A f i"(Q
Date It l!�; Date �94, Z r 5 t�
REC l NDED FOR APPROVAL:
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Title C 4, -!
APPROVED AS TO FORM:
City Attorney
ATTEST:
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City Clerk
Exhibit t°A" Scope of Services
LGC has contracted with the Corporation of National and Community Service to implement CivicSpark
as an AmeriCorps program. Members can only work on service outlined in contracted performance
measures approved by the Corporation for National and Community Service. These performance
measures define how CivicSpark will provide this service to local governments by conducting
assessments, implementing planning or action projects, engaging volunteers, and transferring knowledge
to local government staff. Members are only allowed to perform activities consistent with those
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performance measures and may not perform those prohibited activities as seen in Exhibit"F".
LGC will perform the following services:
1) General Program Responsibilities
a) Provide clear guidelines to Member regarding AmeriCorps regulations and expectations
b) Recruit and train a Regional Supervisor(1000 hours over 13 months)to work with Members and
Participating local governments
c) Recruit and train Members to provide capacity building services for the region
d) Work to provide support and guidance for Members, addressing any concerns that might develop
during service year, and striving towards 90%retention of members
e) Manage local government service contracts
f) Develop and manage local government project scope and deliverables
g) Share outcomes from service with City
h) Perform all necessary background checks and evaluations on Members before any Member
works at City.
2) Member Responsibilities
a) Pass a state and national and NSOPR background check prior to starting their service year.
b) Participate in a 2-week program orientation and complete 250 hours of training through
dedicated member training and development and service days.
c) Serve an average of 37 hours per week for 11-months, serving a minimum of 1700 hours overall.
d) Comply with guidelines for performance measures (Section IV), and abide by regulations on
prohibited activities (Exhibit"F").
e) Complete accurate reporting in a timely manner for as required by the National Corporation for
Service for projects, including assessments, implementation, hours served,volunteers recruited
and supported, and transition of knowledge to local governments
f) Avoid participation in prohibited activities.
g) Identify as an Member and wear AmeriCorps lapel pins or gear during service hours.
h) Participate in days of national service including, but not limited to, Martin Luther King Jr.Day
of Service, 9/11 Day of Remembrance, and AmeriCorps week Service Day.
3) Project Specific Scope of Work
a) CivicSpark will support climate capacity building for the City of Cupertino through
implementation of projects outlined below. At the outset of the project, Members will conduct
a gap assessment to ensure the project scope supports climate capacity needs. During the
implementation of the project, CivicSpark will work to identify volunteer engagement
opportunities that support the project work. Towards the close of the project, CivicSpark will
work with city staff on an approach for transitioning outcomes to ensure long term sustainability
of capacity gains. Specific Project Tasks include the following specific project areas and
subtasks. Approximate allocation of time for these subtasks are noted as estimates of the total
project budget.
b) Project Area I: GHG Inventories and metrics development/tracking
i) CONDUCT GHG INVENTORIES (35%): work with city staff to; define a scope of study,
identify a base year and sources of data for Inventory, collect and sort data, calculate base
year emissions, estimate trends through an emission Forecast, and draft a report and present
results
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ii) IDENTIFY EMISSIONS/CAP TRACKING OPTIONS (5%): research which metrics.to
track and the best process/tool to do so going forward and by research options for public-
facing website/dashboard/portals. _
iii) DEVELOP STRATEGY FOR ANNUAL FUNDING, STAFFING, & CONDUCTING
INVENTORIES (5%): ,conduct research on approaches, drafting a strategy,reviewing with
staff the,options and approaches, and finalizing the strategy.
iv) PROVIDE TRAINING ON INVENTORY UPDATE PROCESSES (5%): develop training,
creating resources for ongoing operations and provide training.
c) Project Area II. Develop Community Engagement Packages
i) ORGANIZE E/E, R/E, WATER, WASTE INCENTIVES &FINANCING OPTIONS (20%):
needs and goals and develop delivery plan, identify &catalog existing programs, and write
up and setup delivery approach
ii) DEVELOP MARKETING/OUTREACH COLLATERAL TEMPLATES (10%): scope
pieces to create, develop templates, and populate with custom content
iii) CONDUCT-TARGETED OUTREACH TO BUSINESSES &RESIDENTS (20%): Develop
an initial outreach target and plan, develop need materials for outreach, conducting outreach,
and summarize and report on outcomes
d) Minor changes to the scope following the gap assessment process may be needed. '
e) Member activity will follow all AmeriCorps service guidelines including prohibited activities
described in Exhibit E.
f) Members shall not operate any City vehicle under any circumstances.
Exhibit "B" City Responsibilities
Cily will perform the following services:
4) Reporting Responsibilities
a) Complete applications for CivicSpark projects identifying local beneficiaries and total hours
needed '
b) Work with LGC to complete pre-assessment surveys to determine eligibility of projects and high
need level of beneficiaries
50%of local governments as beneficiaries should be considered high need, defined by:
(1) Community unemployment above the state average for current recorded year
(2) Community-wide energy use higher than the previous recorded year.
(3) Local government employment lower than 2007 levels
(4) CalEnviroScreen rating in the top 1/3 (score of 23 or greater)
c) Demonstrate a capacity need for each project beneficiary, currently defined as an absence of
some of the following resources: A dedicated sustainability staff, an adopted climate action plan,
or specific mechanisms to track adopted climate change actions
d) Complete project and AmeriCorps reporting quarterly throughout service year, including a post-
assessment survey to be completed for each beneficiary at project completion.
e) Allow CivicSpark to share results for required grant reporting.
5) Support Responsibilities
a) Identify one local government staff member to act as a point person, familiarizing Members to
resources and project, and setting aside 3 hours/week for assistance for each approved project
b) Develop defined project scopes and identify goals to be completed in agreed timeframe
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c) Keep Regional Supervisors apprised of development of projects and challenges,working to
redefine scopes and goals as necessary.
d) Assist with site visits to participating local governments as necessary by AmeriCorps Project
Manager or Program Director
Exhibit "C" Description of Compensation
The City agrees to contract with LGC for a total of 555 hours of billable work to be completed by
CivicSpark Member team and their Regional Supervisor.,LGC will receive no more than$10,000 for
performing the services of this contract.
To proceed with services, City will pay 10%of total agreement amount or$1,000,thirty days after
execution of the Agreement. Said amount will be a credit toward future services, remaining cost will be
paid quarterly throughout project scope based on hours of service provided. For projects less than 400 ,
hours, and lasting fewer.than 3 months, remaining balance will-be due at project completion.
In the case that the CivicSpark team can not complete the contracted hours, City will only be required to
pay for the hours completed.
In the case that the Member has additional hours available to provide direct service work to City, and
there are allowable projects that can be completed,LGC'shall receive written approval from City before
proceeding with additional work and these additional hours will be billed at$18/hour.
Exhibit "D" Reimbursable Expenses
LGC is responsible for$500 for transportation expenses related to the project.
Other project related expenses shall be submitted to City in writing for approval prior to the City being
charged for reimbursement for an expense occurred during the completion of activities outlined in the
Scope of Service as seen in Exhibit"A"..
Exhibit "E" Timeline
All tasks enumerated in Exhibit "A" are to start on February 10th, 2015 and should be completed by
December 3111, 2015.
Exhibit "F";Prohibited Activities
Per federal guidelines, while charging time to the AmeriCorps program, accumulating service or training
hours, or otherwise performing activities supported by the AmeriCorps program or the Corporation for
National and Community Service, LGC, Supervisors; and Members, may not engage in the following
activities (see 45 CFR§ 2520.65):
1) Attempting to influence legislation;
2) Organizing or engaging in protests,petitions, boycotts, or strikes;
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3) Assisting,promoting, or deterring union organizing;
4) Impairing existing contracts for services or collective bargaining agreements;
5) Engaging in partisan political activities, or other activities designed to influence the outcome of
an election to any public office;
6) Participating in, or endorsing, events or activities that are likely to include advocacy for or
against political parties,political platforms,political candidates,proposed legislation, or elected
officials;
7) Engaging in religious instruction, conducting worship services,providing instruction as
part of a program that includes mandatory religious instruction or worship, constructing or
operating facilities devoted to religious instruction or worship, maintaining facilities primarily
or inherently devoted to religious instruction or worship, or engaging in any form of religious
proselytization;
8) Providing a direct benefit to—
a) A business organized for profit;
b) A labor union;
c) A partisan political organization;
d) A nonprofit organization that fails to comply with the restrictions contained in section
501(c)(3) of the Internal Revenue Code of 1986 related to engaging in political activities or
substantial amount of lobbying except that nothing in these provisions shall be construed to
prevent participants from engaging in advocacy activities undertaken at their own initiative;
and
e) An organization engaged in the religious activities described in paragraph 3.g. above, unless
CNCS assistance is not used to support those religious activities;
9) Conducting a voter registration drive or using CNCS funds to conduct a voter registration drive;
10)Providing abortion services or referrals for receipt of such services; and
11)Such other activities as CNCS may prohibit.
Members, like other private citizens, may participate in the above listed activities on their own time, at
their own expense, and on their own initiative. However,the AmeriCorps logo must not be worn while
doing so.
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