MEMORANDUM OF UNDERSTANDING BY AND BETWEEN
THE CITY OF RIVERSIDE, CALIFORNIA AND INSTITUTE FOR VETERANS & EMERGING TECHNOLOGY SKILLS (iVETS) & STEMWORX This Memorandum of Understanding (“MOU”) is made and entered into as of __________________________, by and between the City of Riverside, a California charter city and municipal corporation (“City” or “Riverside”), the Institute for Veterans & Emerging Technology Skills, a California 501(c)(3) nonprofit organization (“iVETS”) and Stemworx, a California public benefit corporation (“Stemworx”). The City, iVETS and Stemworx are hereinafter collectively referred to as the “Parties” and individually as “Party.”
PURPOSE
The purpose of this MOU is to establish a framework for strategic collaboration between the Parties. This MOU outlines a phased approach to:
A. Establishing nonprofit-led workforce and program operations and applied technology lab (Phase I); and B. Developing a data center and related infrastructure aligned with sustainability, research, and regional economic development goals (Phase II).
NON-BINDING EFFECT
A. This MOU is non-binding and does not create legal or financial obligations for either Party.
B. It represents a statement of mutual intent to cooperate and may lead to future definitive agreements, subject to each Party’s internal approval processes.
C. Any binding commitments shall be set forth in future definitive agreements, subject to all applicable approvals, including formal approval by the Riverside City Council.
D. This MOU does not constitute project approval, financial commitment, or land use authorization, and does not grant land use entitlements or regulatory approvals.
E. Parties may add and amend terms as necessary, in writing, to this MOU during the ongoing collaboration process.
TERM
This MOU shall become effective as of the date first written above and shall remain in effect for two (2) years, unless extended or terminated earlier by mutual written agreement.
JOINT OBJECTIVES
The Parties share a commitment to:
Positioning Riverside as a regional hub for applied technology, artificial intelligence, data, and digital infrastructure Supporting veterans and underserved communities through workforce pipelines Advancing responsible, secure, and sustainable applied technology and AI development Aligning infrastructure growth with clean energy and environmental stewardship Expanding equitable access to high-quality technology careers This collaboration aligns with the City’s economic development priorities and regional initiatives.
IV PHASE I: iVETS WORKFORCE & PROGRAM OPERATIONS and APPLIED TECHNOLOGY LAB A. Scope
Phase I focuses on launching and scaling iVETS’ nonprofit operations within the City of Riverside, including workforce training, applied learning programs, administrative functions, and an applied technology lab.
B. City Support
The City expresses willingness to explore:
Office or commercial space within Riverside city limits for iVETS operations Favorable lease terms or subsidized occupancy, recognizing iVETS’ nonprofit status Coordination with City departments to support site selection and permitting, as applicable Nothing herein guarantees space or financial subsidy.
C. iVETS Responsibilities
iVETS shall:
Maintain its 501(c)(3) status and compliance with all applicable laws Develop and operate workforce programs aligned with applied technology lab infrastructure needs Partner with public agencies, educational institutions, and industry Prioritize veterans and underserved communities in recruitment and placement PHASE II: DATA CENTER & INFRASTRUCTURE DEVELOPMENT
A. Scope
Phase II contemplates the planning and potential development of a data center and related infrastructure, operated by Stemworx, with workforce integration through iVETS.
B. Infrastructure Planning Requirements
Stemworx shall prepare and submit to the City:
Facility size and space requirements
Anticipated energy consumption and load profiles
Specialized infrastructure needs (cooling, redundancy, security, connectivity) Sustainability and efficiency strategies
C. Utility & Energy Coordination
The Parties agree to pursue a briefing with the City’s Department of Public Utilities (“RPU”), including the RPU General Manager, to:
Assess energy capacity and long-term planning alignment Explore innovative and clean energy strategies, including advanced generation technologies Ensure responsible infrastructure scaling
D. University & Innovation District Alignment
The City acknowledges potential alignment with:
Sustainability, research collaboration, and regional economic development goals
ROLES AND SCOPE OF COLLABORATION
The City may:
Facilitate introductions and coordination with relevant departments and partners Support site selection, permitting navigation, and workforce alignment Explore incentive programs or partnerships consistent with City policy Nothing in this MOU obligates the City to approve or fund any project, provide regulatory approvals, or commit to any financial or land-use action. iVETS shall:
Operate workforce pipelines, recruitment, training, and placement programs Provide applied learning and experiential training environments Collaborate with educational institutions and employers Maintain separation from Stemworx consistent with nonprofit law Operate an applied technology lab
Stemworx shall:
Design, build, modernize, and operate a data center and related infrastructure Provide infrastructure access for applied workforce learning where appropriate Uphold its public benefit commitments, including inclusive hiring and ethical artificial intelligence practices Conduct all transactions with iVETS at arm’s length and fair market value Operate a data center
VII. NONPROFIT–PBC RELATIONSHIP PRINCIPLES
The Parties acknowledge:
iVETS and Stemworx are legally distinct entities
No commingling of funds, assets, or governance authority All inter-entity transactions shall be documented and conducted at fair market value No private inurement or excess benefit to nonprofit insiders VIII. GOVERNANCE, REPORTING & TRANSPARENCY
Stemworx will periodically assess and report on its public benefit performance, including:
Workforce outcomes
Infrastructure impact
Environmental stewardship
Ethical AI and data practices
Such reporting may be shared with the City for informational purposes.
IX. ACTION ITEMS & NEXT STEPS
The Parties agree to pursue the following:
Confirmation of Phase I operational plan
Drafting of Applied Technology Lab technical specifications Development of operating budgets for Phase I and Phase II Clarification of City incentives versus private obligations
GENERAL PROVISIONS
A. Nothing in this MOU constitutes an obligation of funds, a commitment to approve a project, or authorization for use of municipal-owned land, and/or associated land use entitlements.
B. This MOU is a statement of intent only and is not enforceable as a contract.
C. Any amendments to this MOU must be made in writing and signed by both parties.
The foregoing constitutes the entire understanding of the Parties with respect to the subject matter herein. Execution by the Parties is indicated below.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding as of the date first written above.
CITY OF RIVERSIDE
By: ___________________________
Patricia Lock Dawson
Mayor, City of Riverside
Date: __________________________
Attest: _________________________
City Clerk
Approved as to Form:
By:____________________________
Assistant City Attorney
INSTITUTE FOR VETERANS & EMERGING TECHNOLOGY SKILLS, a California 501(c)(3) nonprofit organization By: ___________________________
Name
Title
By: ___________________________
Name
Title
STEMWORX, a California public benefit corporation
By: ___________________________
Name
Title
By: ___________________________
Name
Title
iVETS & Stemworx. Memorandum of Understanding | Page 2