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Home My WebLink About25-208 City of Cupertino & Silicon Valley Chinese School Partnership MOU for Mandarin ClassMEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF CUPERTINO AND SILICON VALLEY CHINESE SCHOOL FOR MANDARIN SPEAKING CLASSES FOR CITY OF CUPERTINO This Memorandum of Understanding ("MOU") sets the terms and understanding between the City of Cupertino ("City") and Silicon Valley Chinese School ("Organization") (together, the "Parties") for the purpose of providing Mandarin speaking classes for City ("Program"). WHEREAS, the City desires to partner with Organization to make this opportunity available to City for voluntary participation on their own time; WHEREAS, the Organization has the experience to teach mandarin language classes; WHEREAS, Organization will provide the classes at no cost to the City; WHEREAS, the City will provide a conference room for the classes at no cost to the Organization; A WHEREAS, the City and Organization have determined that it is in their mutual interest to enter into this MOU to offer this Program for City, to provide an opportunity for learning the Mandarin language; WHEREAS, a MOU between the Parties is necessary to outline the purpose of this understanding; 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. The term of this MOU will begin on the effective date through the end of June 30, 2026 ("Expiration Date"). This MOU shall become effective upon the last signature by the authorized officials and will remain in effect until the Expiration Date noted above, or renewed by the Parties by mutual written agreement. City may terminate the contract for cause or without cause at any time and will notify Organization as soon as possible. 2. Coordination a. Representatives from the Organization and the City will meet before the classes begin to confirm details for class set up and operation. 3. City Obligations a. Provide a room with whiteboard and internet access at a City facility, subject to availability, to conduct the Mandarin learning classes. Such space shall include a room ready at the agreed date and time for each class. b. Provide staff support for room setup and cleanup for the Program. c. Send invitations to participate in the Program to City pursuant to City guidelines and procedures. d. Provide'temporary parking passes to Organization and City, valid only during the days and times the classes are offered. 4. Organization Obligations a. Provide registration link or information required for sign up to City. b. Provide instructional staff and support for the provision of one -hour (1) long classes, up to two (2) days a week, for up to eight (8) weeks of classes. c. Provide training class that introduces Mandarin words to develop listening, speaking and daily conversation skills for use in personal and business settings. d. Provide training for a class size between 7-12 attendees. e. Provide class materials for each participant, including pre -workshop assessment forms. f. Provide access to online resources, applications and tools necessary for students to participate in the course. g. Organizations obligations may be terminated, in its discretion, if fewer than 7 attendees register for the Program. 5. Compensation a. The services described above are provided by the Parties as a service to the City. Unless otherwise mutually agreed upon in writing by the parties, the Parties will not compensate (i.e. provide remuneration to) each other for the services described above. 6. General Provisions a. Indemnification. To the fullest extent allowed by law and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Organization agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and contractors (collectively, "Indemnitees"), through legal counsel acceptable to City, from and against any liability for damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation, arbitrations, administrative, and regulatory proceedings), of every nature, arising out of or in any way related to Organization's or Organization's agents performance of this MOU. This includes but is not limited to Liability resulting in personal injury, death, property damage, or economic losses. Organization must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. This provision shall survive termination of the. MOU. b. Insurance. Organization shall comply with the insurance requirements in Exhibit A. City will not execute the MOU until it has received and approved satisfactory certificates of insurance and endorsements evidencing the type, amount, and dates of coverage. (waived) c. Entire Agreement. This MOU represents the full and complete understanding of every kind and nature between the Parties and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. d. 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. e. 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. f. Third Party Beneficiaries. There are no intended third -party beneficiaries of this MOU. g. 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. h. 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. i. 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. j. 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 City of Cupertino: 10300 Torre Ave Cupertino, CA 95014 Attention: Vanessa Guerra Contact Info: (408) 777-3201 vanessag@cupertino.gov To Silicon Valley Chinese School: 1280 Johnson Avenue San Jose, CA 95129 Attention: Stanley Kou Contact Info: (408) 313-6130 principal@svcs-us-admin.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. CITY OF CUPERTINO A Municipal Corporation By Name: Tina Kapoor Title: City Manager Date J2' ii /25 APPROVED AS TO FORM: /C/ Michael K. Woo Senior Assistant City Attorney ATTEST: KIRSTEN SQUARCIA Interim Deputy City Manager/City Clerk Date Silicon Valley Chinese School By - Name: Stanley Kou Title: Principal Date 7Z C D/.≥ -O ≥; Witnessed by: /�t Liang Chao City of Cupertino Mayor Jenny Kuo TECO Director David Dong TECO Director of Education Division