16-007 Memorandum of Understanding (MOU) between Strategic Energy Innovation and the City of Cupertino•
Contract Addendum
TO: Misty Mersich
FROM: Stephen Miller
DATE: June 3, 2016
RE: "Memorandum of Understanding (MOU) between Strategic Energy
Innovations and the City of Cupertino January 15, 2016-June 30, 2016"
This serves as an addendum to the above referenced agreement, to increase from
$17,500 to $25,000, that rt:iflects an increase of $7,500. The majority of these
additional funds will used to extend your existing Climate Corps Fellow for 2
months of additional service, at $12 per hour through the end of August 2016. We
will invoice for this increase once we receive a signed copy of this contract
addendum.
Please contact me at 415-507-2186 or stephen@seiinc.org if you have any questions
or if there is any other way that we can be of assi s t ance.
CONSULTANT
Strategic Energy Innovations •
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CITY OF C~P INO
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Memorandum of Understanding (MOU) between
Strategic Energy Innovations and the City of Cupertino
January 15, 2016 -June 30, 2016
SUBJECT: Climate Corps Bay Area
This MEMORANDUM OF UNDERSTANDING is hereby made and entered into by and
between Strategic Energy Innovations, hereinafter refened 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 Climate Corp Bay Area Fellows with Host Agencies where
they will be provided with experiential learning opportunities as they assist in implementing
climate change resiliency programs. The Fellows' Half Cycle term of service runs from January
15, 2016 through June 30, 2016, during which Fellows are expected to complete their program
hours commitment of 850 site hours and an additional 60 hours in program training activities.
The first day after the program orientation and training week that Fellows will be available to
work is Monday, January 18, 2016. During their tenn of service, Fellows are expected to
implement programs that provide significant professional development experience through the
implementation of climate resiliency projects. Fellows are expected to devote approximately
90% of their site hours to experiential learning activities, and up to 10% of these site hours for
specific training and coaching as approved by their Host Agency. If a Fellow is unable to
complete their full 850 site hours by June 30 due to any unforeseen circumstances dming their
tenn, 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 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 opp01iunities 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.
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ARTICLE II-STATEMENT OF PROJECT ACTIVITIES
Though Climate Corps Bay Area, SEI agrees to:
• Recruit and assist in selection of a CCBA Fellow for a commitment of 850 hours over a
period of 5 ~ months.
• Train and support the selected Fellow with a comprehensive training program that
includes monthly trainings, a mid-year two-day retreat, and a Professional Development
Assessment review.
• 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
specific projects' needs.
• Provide one to three specific climate resiliency initiatives that their Fellow can work on
during their term of service.
o Initiatives must be well-defined, approved for implementation, and include
specific learning objectives.
o Host Agency will work with SEI to finalize a mutually agreed-upon Fellowship
Scope no later than one 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 (estimated at up to 15
hours/month) across all relevant staff within the organization with Fellow.
• Suppmi Fellow to complete monthly reporting to SEI indicating whether progress is
being made on the initiatives.
• Provide feedback on Program and Fellow effectiveness by:
o filling out and submiting a Professional Development Assessment providing
feedback on Fellow activities two times a year;
o participating in program wide-conference calls to discuss program progress; and
o responding to Host Agency feedback surveys as requested.
• Not to hire Fellow for projects related to SEI community service programs during the
Fellowship tenn (if the Agency decides to hire the Fellow for like projects prior to the
completion of the program year of service, the MOU will be considered tenninated, and
SEI will be due estimated program costs as set forth below).
• Refrain from using the Fellow for displacement of a host agency employee during the
Fellowship term.
• Allow SEI to share results from this program through grant reporting and other means as
SEI deems appropriate.
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• Provide program-wide support through either:
o sponsoring a venue and staff presentations a monthly training event for all
Fellows; or
o paiiicipating 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 June 30, 2016, unless earlier tenninated.
Otherwise, host 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 program costs, and will be fully committed on June 1, 2016. In
· the event that this MOU is tenninated prior to June 1, 2016, program reimbursements will be
determined as follows:
1. If a Fellow is fired or otherwise leaves the program and is NOT hired on by the host
agency, then the reimbursement will be issued on a prorated basis for unspent Agency
funds, calculated based on a 3 Yi -month spend down that equates to $120/day for 134
days between January 18, 2016-June 1, 2016.
2. If a Fellow is hired on by the host agency, then the reimbursement will be calculated by
looking at the avoided costs in unspent Fellow stipend payments for balance of the
invoice period subtracting out a buyout contingency the equates to 15% of the total
program fee associated with the Fellow.
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; 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 above 2 scenarios.
ARTICLE IV -KEY OFFICIALS
The individuals listed below are identified as key personnel considered essential to the project
being perfonned under this Memorandum of Understanding:
For Strategic Energy Innovations
Job Title: Deputy Director, SEI
Name: Stephen Miller
Address: 899 Northgate Dr. Suite 410
San Rafael CA 94903
Phone Contact: 415-507-2186
Email Contact: stephen@seiinc.org
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For Host Agency:
Job Title
Name
Address
Phone Number
Email Contact
Assistant to the City Manager & Sustainability Manager
Erin Cooke
Cupertino City Hall
10300 Torre Avenue
Cupertino, CA 95014
408-777-7603
erinc@cupertino.org
No change in key officials will be made by either SEI or Host Agency without written
notification thirty (30) days in advance of the proposed change. The notification will include a
justification in sufficient detail to pennit evaluation of the impact of such a change on the scope
of work.
ARTICLE VI -TERMINATION
Either party may terminate this agreement by providing seven calendar days written notice. In
addition, City may unilaterally tenninate any Fellow's assignment to City for any reason,
including but not limited to unsatisfactory perfonnance or failure to follow applicable policies,
procedures, rules and regulations. The inde1m1ity provisions of this Agreement shall survive
termination.
If the Agreement is tenninated, or an individual fellow is tenninated from or otherwise
reassigned prior to June 1, 2016 SEI shall issue a reimbursement to City according to Article III
above.
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 infonn 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 V -PAYMENT
Host Agency will provide SEI with $17,500 ($20,000 if a for-profit business) per Fellow and
requests one Fellows for the remaining Pro gram Year for a total payment amount of $17 ,500 to
support the implementation of the program. Host Agency will complete payments within thirty
(30) days of receiving invoices. The invoices will be dispersed according to the following
schedule:
• Invoice 1 (100%):
o Due: February 22, 2016 (or 30 days after invoice is sent)
o Amount: $17,500
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The Parties agree that if the Partner fails to make any payments 90 days after an invoice is
received and marked due, SEI will ilmnediately assess a late payment penalty of 1.5% of the
unpaid amount.
ARTICLE VI -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
independent contractor and that SEI and Fellows perfonning pursuant to this agreement
are not considered to be employees of City for any purpose, including but not limited to
unemployment insurance, 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 SEI'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 norn1ally 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 infonn
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 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 its
relationship within this MOU.
• The parties do not intend for City to bear any 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 hannless 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 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 hold hannless SEI, 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
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the acts, negligent acts, or any other wrongful act or omission by City, its employees 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 pennission.
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.
ARTICLE VII-AUTHORIZING SIGNATURES
IN WITNESS HEREOF, the parties hereto have executed this MOU on the date(s) set forth
below.
CONSULTANT
Strategic Energy Innovations
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Date I /i-5"' /; G T I
CITY OF CUPERTINO
Date: January 14, 2016
ENDED FOR APPROVAL:
APPROVED AS TO FORM:
~ + Randolph Stevenson Hom, City Attorney
ATTEST:
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