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22-144 MOU between City of Cupertino and Silicon Valley Clean Energy Authority for Video Production Services 1 MEMORANDUM OF UNDERSTANDING AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SILICON VALLEY CLEAN ENERGY AUTHORITY FOR VIDEO PRODUCTION SERVICES This Memorandum of Understanding (“MOU”) is between the City of Cupertino (“City”) and Silicon Valley Clean Energy Authority (“Organization”), (together, the “Parties”) for video production services. WHEREAS, the City and the Organization desire to enter this MOU for video production services (described in Attachment A); and WHEREAS, the Organization is in need of specialized services in relation to video production, and, WHEREAS, a MOU between the Parties is necessary to outline the purpose of this collaboration; NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, it is mutually understood and agreed by and between the Parties hereto as follows: 1. Term a. This MOU begins on the last date signed below (“Effective Date”) and ends on August 31, 2025. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this MOU, provided such extension does not include additional contract funds. Extensions requiring additional contact funds are subject to the City’s purchasing policy. 2. Coordination a. Representatives from the Organization and the City will work together to plan for each live broadcast of the SVCEA meeting. 3. City Obligations a. The pre-production tasks assigned to City include create zoom event, provide link to Organization, create and update graphics for the televised event. Setup and test components (i.e., Camera, microphones, monitor monitors, lights, tables, Zoom connectivity) for the live broadcast of the Organization meeting. Setup and test Setup and test Community Hall kitchen with Video Conference Camera and laptop for SVCEA Closed Session. Set live YouTube Broadcast. b. The production tasks assigned to City include Zoom support for remote panelists, record the meeting on different devices, direct live meeting, Chyron staff to tag speakers throughout the broadcast plus switch backup zoom support. 2 c. The post-production tasks assigned to City include strike and store equipment, lock, and alarm Community Hall, trim SVCEA meeting for future broadcast, normalize control room. 4. Organization Obligations a. Provide meeting dates, agenda, and panelists list in advance. b. Provide knowledgeable Zoom host to conduct weekly viewing and discussion. c. Provide any material and content in advance of meetings. d. Provide City staff with 72 hours’ notice should a meeting be canceled. 5. Compensation a. The services described above are provided by the City to Organization. Organization will compensate City for video production services as set forth in Attachment B. 6. Indemnity a. PARTIES agree to indemnify and hold harmless each other and their respective officers, employees, agents, servants, volunteers, contractors, subcontractors or any officer, agent or employee thereof from any and all claims, demands, actions, causes of action, losses, damages, liabilities, known or unknown, and all cost and expenses, including reasonable attorneys’ fees in connection with any injury or damage or persons or property arising out of or in any way connected with any negligent act or omission to the extent arising from the performance of this Agreement. 7. Insurance a. PARTIES shall maintain, during the life of this Agreement, at their own expense, a program of insurance, or self-insurance, covering the activities and operations of their respective officers, agents and employees and contractors for the term of this MOU. Insurance shall include, but is not limited to, comprehensive general liability, automobile and Worker’s Compensation insurance. 8. General Provisions a. Entire Agreement. This MOU represents the full and complete understanding of every kind of nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. b. Amendment. Any amendment to or modification of this MOU will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this MOU. c. Governing Law and Venue. This MOU is governed by the laws of the State of California. Any lawsuits files related to this MOU must be filed with the Superior Court for the County of Santa Clara, State of California. 3 d. Third Party Beneficiaries. There are no intended third-party beneficiaries of this MOU. e. Headings. The headings in this MOU are for convenience only, are not a part of the MOU, and in no way affect, limit, or amplify the terms or provisions of this MOU. f. Severability / Partial Invalidity. If any term or provision of this MOU, or its application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this MOU or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this MOU to carry out its intent. g. Survival. All provisions which by their nature must continue after the MOU expires or is terminated shall survive the MOU and remain in full force and effect. h. Notices. All notices, requests, and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery; or the date confirmed by the reputable overnight delivery service; or on the fifth calendar day after deposit in the United States Mail, postage prepaid; or the next business day following submission by electronic mail: To the City of Cupertino: Innovation Technology 10300 Torre Ave. Cupertino, CA 95014 Attn: Bill Mitchell Email: Billm@cupertino.org To the Silicon Valley Clean Energy Authority: 333 W. El Camino Real, Suite 330 Sunnyvale, CA 94097 Attention: Kevin Armstrong Contract Info: kevin.armstrong@svcleanenergy.org IN WITNESS WHEREOF the Parties have executed this Memorandum of Understanding which shall become effective upon the date of the execution of the MOU by all parties. 4 CITY OF CUPERTINO By ________________________ Name _____________________ Title ______________________ Date_______________________ SILICON VALLEY CLEAN ENERGY AUTHORITY By ________________________ Name______________________ Title ______________________ Date_______________________ APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: ______________________________ KIRSTEN SQUARCIA DATE City Clerk Girish Balachandran CEO Oct 6, 2022 Christopher D. Jensen Bill Mitchell CTO Oct 10, 2022 Oct 10, 2022 ATTACHMENT A  Scope of Services  Pre‐Production: Create Zoom event, provide link to SVCEA Staff,  create and update graphics for the televised event. Setup and  test components for the live broadcast of the SVCEA meeting.  (ie. Cameras, microphones, monitors, lights, tables, Zoom  Connectivity), Setup and test Community Hall kitchen with Owl  Video Conference Camera and laptop for SVCEA Closed Session.  Setup Live YouTube broadcast.     Production: Zoom Support for remote panelist, Record the  meeting on different devices, Direct live meeting, Chyron  (Character Generator) person to tag speakers throughout the  broadcast plus switch backup zoom support.     Postproduction: Strike and store equipment, Lock and Alarm  Community Hall; Trim SVCEA meeting for future broadcast,  Normalize Control Room.  Invoice Date: Agency:City of Cupertino Invoice #: Date of Service: Bill To:SVCE Please make payment to:City of Cupertino 333 W. El Camino Real Attn: IT Billing Suite 330 10300 Torre Avenue Sunnyvale, CA 94087 Cupertino, CA 95014 Attn: Chief Executive Officer Please mail to:City of Cupertino Attn: Min Zhao 10300 Torre Avenue Cupertino, CA 95014 Description Number of Staff Members Number of hours Hourly Rate Total Cost Total Event Time Pre-production $68.00 $0.00 Setup/Production/Strike $68.00 $0.00 Post-production $68.00 $0.00 TOTAL:0.0 $0.00 For questions regarding this request for invoice, please contact: IT Billing (408) 777-3238 marilynp@cupertino.org Description Payment for services provided pursuant to the agreement between the City of Cupertino and Silicon Valley Clean Energy Authority for video production services including pre-production, broadcasting/webcasting, and post-production of the SVCEA meeting. ATTACHMENT B MOU between City of Cupertino and Silicon Valley Clean Energy Authority for Video Production Services Final Audit Report 2022-10-10 Created:2022-10-03 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA07FFEWP0UYI-YFKJKBVs4BFHCBBgFpZr "MOU between City of Cupertino and Silicon Valley Clean Energ y Authority for Video Production Services" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-10-03 - 5:23:55 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2022-10-03 - 5:27:39 PM GMT Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2022-10-03 - 5:28:42 PM GMT - Time Source: server- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-10-03 - 5:28:44 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-10-03 - 9:45:00 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to girish@svcleanenergy.org for signature 2022-10-03 - 9:45:03 PM GMT Email viewed by girish@svcleanenergy.org 2022-10-06 - 2:33:06 AM GMT- IP address: 13.57.238.31 Signer girish@svcleanenergy.org entered name at signing as Girish Balachandran 2022-10-07 - 2:17:27 AM GMT- IP address: 172.58.25.111 Document e-signed by Girish Balachandran (girish@svcleanenergy.org) Signature Date: 2022-10-07 - 2:17:29 AM GMT - Time Source: server- IP address: 172.58.25.111 Document emailed to christopherj@cupertino.org for signature 2022-10-07 - 2:17:31 AM GMT Email viewed by christopherj@cupertino.org 2022-10-07 - 2:24:18 AM GMT- IP address: 172.226.212.0 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-10-07 - 2:24:49 AM GMT- IP address: 174.194.141.108 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-10-07 - 2:24:50 AM GMT - Time Source: server- IP address: 174.194.141.108 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2022-10-07 - 2:24:52 AM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2022-10-10 - 5:40:22 PM GMT- IP address: 104.47.74.126 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2022-10-10 - 6:01:49 PM GMT - Time Source: server- IP address: 67.188.27.184 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-10-10 - 6:01:51 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-10-10 - 6:21:54 PM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-10-10 - 6:22:01 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2022-10-10 - 6:22:01 PM GMT