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Home My WebLink AboutICLEI -2009{NSURP,iVGE fvOi E?~'~~~ ~t N-2009-043 WORK i:~~+~' PR;~~,:=E CLERK OF ' ~~;;Il C~TE~p~ ~ ~ 2 ~ ~ ~tti ~ ~ `~ THIS AGREEMENT is made and entered into this ~~ day of May, 2009. C,`'lY l `-~ ~,,„~a, ~~ BY AND BETWEEN: City of Santa Ana ("Jurisdiction"); -and- ICLEI -Local Governments for Sustainability U.S.A., Inc. anon-profit corporation ("ICLEI") WHEREAS, the Jurisdiction wishes to engage ICLEI to perform the services set out in this Agreement; and WHEREAS, ICLEI wishes to enter into a contract with the Jurisdiction; THEREFORE, for and in consideration of the mutual promises and obligations contained herein and under the conditions hereinafter set forth, the Jurisdiction and ICLEI do hereby agree as follows: Section 1 -Services 1.1 The services to be provided through this Agreement are detailed in the Scope of Work, attached hereto as Appendix A and incorporated herein by reference (collectively, the "Services"). 1.2 Upon execution of this Agreement, performance of the Services is authorized. 1.3 To maximize effectiveness of the Services, the Jurisdiction agrees to 1.3.a Designate a staff liaison to assist ICLEI in identifying and contacting the necessary people and/or departments whose involvement is needed to develop the documents discussed in the Scope of Work; and 1.3.b Cooperate fully with ICLEI in the collection and sharing of data -and other information necessary to develop the documents discussed in the Scope of Work. Section 2 -Term 2.1 This Agreement is effective as of the date first written above, and terminates on the earlier of 60 days from the date first written above or December 31, 2009 (the "Term" )• Section 3 -Payment for Services Rendered -1- 3.1 ICLEI shall invoice the Jurisdiction upon completion and fmal acceptance by the Jurisdiction of the deliverables detailed in the Scope of Work. 3.2 All invoices shall be payable within thirty (30) days following receipt by the Jurisdiction - 3.3 The total value of this contract shall be nine thousand dollars and no cents ($9000.00). Section 4 -Property and Possession 4.1 Upon receipt of a written request from the Jurisdiction, and, in any event, after the Services under this Agreement have been completed or at early termination of the Agreement, ICLEI shall promptly deliver all material that is the property of the Jurisdiction and in the possession or under the control of ICLEI. Section 5 - Cop~ght 5.1 All templates, guides, and other materials, including their copyright, produced by ICLEI prior to the execution of or outside the Scope of Work of this contract remain the property of ICLEI. 5.2 Any documents and materials produced by ICLEI in the performance of this agreement, are the exclusive property of the Jurisdiction unless otherwise agreed between the Jurisdiction and a third party (e.g., donor or contractor). 5.3 The Jurisdiction, as a member of ICLEI, shall provide ICLEI with anon-exclusive license to use documents and materials produced by ICLEI in the performance of this Agreement for case studies and aggregate reporting, consistent with the mission and purpose of ICLEI as an association of local governments, in coordination with, but without remuneration or other consideration to, the Jurisdiction. Materials used shall expressly exclude any items or information covered by Section 6, below. 5.4 This Section 5 shall survive the completion or early termination of this Agreement. Section 6 -Confidentiality 6.1 ICLEI shall, both during and following the term of this Agreement, treat as confidential and shall safeguard any information or documents concerning the affairs of the Jurisdiction of which ICLEI acquires knowledge or that comes into ICLEI's possession by reason of ICLEI's business with the Jurisdiction under this agreement and shall not disclose either directly or indirectly any such document or information to any person, firm, or entity without first obtaining the permission of the Jurisdiction. -2- 6.2 Jurisdiction shall, both during and following the term of this Agreement, treat as confidential and shall safeguard any information or documents concerning the affairs of the ICLEI of which the Jurisdiction acquires knowledge or that comes into the Jurisdiction's possession by reason of the Jurisdiction's business with ICLEI under this agreement and shall not disclose either directly or indirectly any such document or information to any person, firm, or entity without first obtaining the permission of ICLEI. 6.3 This Section 6 shall survive the completion or early termination of this Agreement. Section 7 -Early Termination 7.1 Notwithstanding Section 2, the Jurisdiction reserves the right to terminate this Agreement without cause, upon such conditions as the Jurisdiction may require, with thirty (30) business days' written notice to ICLEI. 7.2 Failure of either party to comply with any of the provisions of this Agreement shall be a breech of the Agreement and the Jurisdiction or ICLEI, as the case may be, may, in their respective absolute discretion, terminate the Agreement immediately upon notice. 7.3 In the case of early termination of this Agreement pursuant to either Sections 7.1 or 7.2, the Jurisdiction shall be responsible for the payment of: 7.3.a Reasonable and necessary Labor Expenses, calculated by multiplying the number of hours worked in connection with the Agreement up to and including the date of termination by one hundred dollars and no cents ($100.00) per hour; and 7.3.b Reasonable and necessary Meeting Expenses incurred in connection with the Agreement up to and including the date of termination; and 7.3.c Reasonable and necessary Travel Expenses incurred in connection with the Agreement up to and including the date of termination 7.4 The Jurisdiction's payment pursuant to Section 7.3 shall be in full and final satisfaction of all claims of every nature and kind that ICLEI may have against the Jurisdiction. Section 8 -Amendments to the Agreement 8.1 Changes to this Agreement may be proposed by either the Jurisdiction or by ICLEI, but shall not be binding on either party unless both the Jurisdiction and ICLEI agree to those changes in writing pursuant to Section 10.1. Section 9 -Notice -3- 9.1 Notices relating to this Agreement shall be given by courier, facsimile, or mail, addressed to the following: The Jurisdiction: Teri Cable Public Works Agency City of Santa Ana 20 Civic Center Plaza (M21) Santa Ana, CA 92701 ICLEI: Michelle Wyman Executive Director ICLEI U.S.A. 436 14~` Street, Suite 1520 Oakland, CA 94612 Section 10 -General Provisions 10.1 The text herein shall constitute the entire Agreement between the parties and any and all amendments must be in writing. 10.2 This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of ICLEI and successor entities of the Jurisdiction. This Agreement is for professional services predicated upon ICLEI's special expertise, abilities, or knowledge; however ICLEI shall have the ability to assign its rights or delegate its obligations under this Agreement in whole or in part with prior written consent of the Jurisdiction to qualified personnel who shall work in conjunction with ICLEI. 10.3 Section headings in this Agreement are expressly for descriptive purposes. 10.4 The parties agree that each of the provisions included in this Agreement is separate, distinct and severable from the other and remaining provisions of this Agreement, and that the invalidity of any provision or portion thereof shall not affect the validity of any other provision or provisions of this Agreement. 10.5 Time is of the essence in the execution and performance by both parties under this Agreement. 10.6 This Agreement shall be governed under the laws of the State of California. -4- IN WITNESS WHEREOF, ,has caused this agreement to be signed and executed on behalf of the Jurisdiction, and a duly authorized of ICLEI has signed and executed this Agreement, both in duplicate, the day and year first above written. David N. Ream City Manager ~-..~ Michelle Wyman, ICLEI -Local Go S- r ~ _~ Date ~ ~_~-~ 9 Director Date for Sustainability U.S.A., Inc. ATFE~T1 ~' Patricia E. IIealy ~, Clerk of the Council FOR APPROV, ~~~ ve Director Public Works Agency ~ APPROVED AS TO FORM: t: Laura Speedy ' Assistant City Attorney -5- Appendix A Scope of Work This Scope of Services covers the activities necessary to assist a local government in preparing an Energy Efficiency and Conservation Strategy ("EECS"), as required by Federal Funding Opportunity Number DE-FOA-0000013, Recovery Act -Energy Efficiency and Conservation Block Grants -Formula Grants (hereinafter referred to as "EECBG") issued by the U.S. Department of Energy ("DOE"). Coordination Activities Through the Term of this Agreement, ICLEI will, with the assistance of the staff liaison, contact the necessary person(s) and/or departments to gather information or make decisions related to the development of an EECS. These coordination activities involve, but are not limited to conducting and facilitating: • Phone calls • Conference calls • Emails Document Review ICLEI shall review the following documents, or any related and similar documents, in connection with preparing an EECS: • Greenhouse Gas Inventory • Resolution(s) stating Juridiction's goals for reduction of greenhouse gasses or energy use • Climate Action Plan • Program or project implementation plan(s) related to the Climate Action Plan Interview(s) ICLEI shall conduct one or more interviews, the total time of which shall not exceed 7 hours, with the Jurisdiction's staff in order to understand: • How the Jurisdiction's existing Climate Action Plan (or other applicable document) is expected to be funded with EECBG funds • The implementation schedule for the Climate Action Plan, and any changes to that schedule as a result of EECBG funding, if applicable • Potential sources of leveraged funds • Administrative and/or policy actions needed to implement the EECS • Current and potential coordination activities between the Jurisdiction and neighboring jurisdictions and the state. • Auditing and monitoring systems that are in place or planned for EECBG • Other questions as appropriate and applicable to the Jurisdiction's EECBG application Draft an EECS ICLEI shall use information gathered in the two previous sections to develop a draft EECS and Project Activity Worksheets, using DOE's templates (Attachments B1 and D -6- of the FOA). This draft shall comprehensively address DOE's questions and be customized to reflect the Jurisdiction's planned use of EECBG funds. Finalization of the EECS ICLEI shall review the Draft EECS with the Jurisdiction's staff liaison to ensure that it conforms with the Jurisdiction's plans, policies, and laws. ICLEI anticipates to do no more than two rounds of revision to finalize the EECS to the Jurisdiction's satisfaction. The final document will be delivered as a PDF via email to the Jurisdiction's staff liaison. -7-