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Home My WebLink About2020-01-16; Clean Energy Alliance JPA; ; Approve Service Agreements with Member AgenciesClean Energy Alliance JOINT POWERS AUTHORITY DATE: TO: FROM: ITEM 5: Staff Report January 16, 2020 Clean Energy Alliance Board of Directors Barbara Boswell, Interim Chief Executive Officer Approve Service Agreements with Member Agencies RECOMMENDATION: 1. Approve Service Agreements with Carlsbad, Del Mar and Solana Beach for services provided to Clean Energy Alliance, for amounts not to exceed as shown below: a. Carlsbad amount not to exceed: $65,000 b. Del Mar amount not to exceed: $2,800 c. Solana Beach amount not to exceed: $16,000 2. Authorize the Interim Chief Executive Officer to Execute the Agreements. BACKGROUND AND DISCUSSION: The Clean Energy Alliance (CEA) Joint Powers Authority Agreement provides the ability for Member Agencies to provide services to CEA, and for costs associated with those services to be reimbursed by the CEA when it becomes operational. Services being p_rovided by the Member Agencies include: Carlsbad: Del Mar: Administrative Interim Board Secretary/ Clerk Services (for meetings held at Carlsbad) Marketing and Communications Administrative Clerk Services (for meetings held at Del Mar) Solana Beach: Administrative Interim Treasurer Clerk Services (for meetings held at Solana Beach) Technical Services for Implementation Plan Preparation and Submittal The agreements set forth the following terms between the cities and CEA: Term: November 5, 2019-June 30, 2024 Scope: As detailed in Exhibit A of the agreements l::rn 1fi ?O?O P;:ig-p 1 of 20 Reimbursement: ATTACHMENTS: January 16, 2020 Approve Service Agreements with Member Agencies Page 2 of 2 Sets not to exceed amount; Member Agencies to submit monthly invoice detailing costs and expenses incurred; Reimbursement for staff time inclusive of salary and benefits, but no overhead charges; Member Agencies will be reimbursed within three years of CCA service commencing. 1. Agreement between The Clean Energy Alliance and City of Carlsbad for Administrative, Marketing and Communications, and Board Secretary/Clerk Services 2. Agreement between the Clean Energy Alliance and City of Del Mar for Administrative and Board Secretary/Clerk Services 3. Agreement between the Clean Energy Alliance and City of Solana Beach for Administrative, Treasurer, and Board Secretary/Clerk Services l::m 1f; 7070 Item #5 P;:ig:e 2 of 20 Attachment 1 AGREEMENT BETWEEN THE CLEAN ENERGY ALLIANCE AND THE CITY OF CARLSBAD FORADMINIS1RATIVE, MARKETING AND COMMUNICATIONS AND BOARD SECRETARY/CLERK SERVICES This AGREEMENT, effective November 5, 2019, is by and between the CLEAN ENERGY ALLIANCE, an independent joint powers authority ("Authority"), and the CITY OF CARLSBAD, a municipal corporation ("City") ( collectively referred to as the "Parties"). RECITALS: A. Authority is an independent joint powers authority duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) ("Act") with the power to conduct its business and enter into agreements. B. Authority is seeking staff assistance from its members to start up its operations and implement a community choice aggregation ("CCA") program. •·. C. City has offered to provide certain administrative and marketing/communications services to Authority. D. Authority and City desire to enter into an agreement for services and reimbursement upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties mutual_ly agree as follows: 1. TERM The term of this Agreement shall commence on November 5, 2019, and shall terminate on June 30, 2024 unless terminated earlier as set forth herein. The Agreement may be extended for the period of time mutually agreed by the Parties in writing. 2. SERVICES TO BE PERFORMED City shall perform the services set forth in Exhibit "A," which is attached hereto and incorporated herein by this reference, for the fiscal year ending June 30, 2020. Any services to be performed after June 30, 2020 shall be subject to a written amendment to this Agreement approved by the Board of Directors of Authority. 3. REIMBURSEMENT FOR SERVICES City shall be reimbursed for costs described in subsections (b) and ( c) below incurred by City for services performed pursuant to this Agreement, in a total amount not to exceed sixty-five thousand dollars ($65,000.00). a) City shall provide a monthly invoice to Authority providing a breakdown of the costs and expenses incurred by City in providing services pursuant to this Agreement. For services performed by City employees, the invoice shall provide an itemized breakdown of the time spent by each employee. 1 b) City shall be reimbursed for staff time costs inclusive of salaries and benefits, but not overhead charges. c) City shall be reimbursed for actual expenses incurred in performing services under this Agreement as agreed upon in advance in writing by Authority's Representative. d) Authority shall have no obligation to pay the invoices submitted by City until CCA service is commenced by Authority in which case proper invoices shall be paid within three years after such service is commenced as determined by the Board of Directors of Authority. 4. STANDARD OF CARE City agrees to perform all services required by this Agreement in a manner commensurate with the standards of a reasonable professional having specialized knowledge and expertise in the services provided under this Agreement. 5. EMPLOYEES OF CITY NOT EMPLOYEES OF AUTHORITY Under no circumstances shall the employees of City be considered employees of Authority. City shall be solely responsible and liable for paying all compensation and benefits owed to its employees for the services provided by City under this Agreement. 6. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY. Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated November 4, 2019, and is a public entity separate from its constituent members. Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. City shall have no rights and shall not make any claiip.s, take any actions or assert any remedies against any of Authority's constituent members in connection with this Agreement. 7. HOLD HARMLESS AND INDEMNIFICATION Each Party shall defend, indemnify and hold harmless the other Party (including its officers, employees and agents) against any claim, loss or liability arising out of the performance of this Agreement by such Party. Nothing contained herein shall be construed as a waiver of any immunities or defenses that a Party may have under applicable provisions of the law, including the provisions of the California Tort Claims Act (Government Code Section 801 et seq.). This mutual indemnification agreement is adopted pursuant to Government Code Section 895.4 and in lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the parties pursuant to Government Code Section 895.6. This provision shall survive expiration or termination of this Agreement. 8. PROHIBITION AGAINST TRANSFERS City shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority. Any attempt to do so without such consent shall be null and void, and any assignee, sublessee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 2 9. SUBCONTRACTOR APPROVAL Unless prior written consent from Authority's Representative is obtained, City shall only use its officers and employees in the performance of this Agreement. 10. PARTY REPRESENTATIVES The Chief Executive Officer shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. The City Manager or Assistant City Manager shall represent City in all matters pertaining to the services to be performed under this Agreement. 11. CONFIDENTIAL INFORMATION City shall maintain in confidence and not disclose to any third party any confidential information or records not subject to disclosure under the California Public Records Act that are prepared or generated by City or provided to City by Authority in the performance of this Agreement. 12. RECORDS City shall keep -and maintain full and complete documentation and accounting records concerning all services performed under this Agreement and shall make such documents and records available to Authority for inspection and copying at any reasonable time. City shall maintain such records for a period of five (5) years following completion of work hereunder. Any reports, data, documents or other records prepared by City for Authority under this Agreement shall be considered the records of Authority and shall not be destroyed without the express written approval of Authority. All financial and accounting records shall be prepared and maintained in accordance with generally accepted accounting principles and all applicable laws. 13. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, addressed as hereinafter provided. Each party may change the address by written notice in accordance with this prov1s10n. All notices, demands, requests, or approvals shall be addressed as follows: TO AUTHORITY: Attention: Chief Executive Officer 1200 Carlsbad Village Drive Carlsbad, CA 92008 TO CITY: City of Carlsbad Attention: City Manager 1200 Carlsbad Village Drive Carlsbad, CA 92008 3 14. TERMINATION Either Party may terminate this agreement by providing no less than sixty (60) days' written notice to the other party. Authority shall pay City for services satisfactorily performed up to the effective date of termination. In the event of termination, City, within fourteen ( 14) days following the date of termination, shall deliver to Authority all records and work products generated by City under this Agreement. 15. COMPLIANCE City shall comply with all applicable local, state and federal laws. 16. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California. The Agreement and obligations of the Parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of San Diego, State of California. 17. WAIVER A waiver by Authority of any breach of any term, covenant, or condition contained herein shall not. be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether oftlie same or a different character. 18. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by a written document signed by both Authority and City. · 19. AUTHORITY TO EXECUTE The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 20. INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though· each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 21. CAPTIONS AND TERMS The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 4 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed as of the date set forth above. CITY , F ARLSBAD By: _ __,.--+-------- Title: C.1-tv (1-.NMc.e Date: 2-g_:r¼Zl) APPROVE~ Aj T9 FORM: Name: l1ut ~ Title: A.49't. tc--c4 P<rt:'-f 5 CLEAN ENERGY ALLIANCE A Joint Powers Authority Date: ::J.,/ tdld.o APPROVED AS TO FORM: ~~~ Counsel for Authority ATTEST: .._ ~Ch~ Authority Clerk Exhibit A Scope of Services The City of Carlsbad shall provide the following services to the Clean Energy Alliance: 1. Interim Board Secretary/Clerk services 2. Interim Marketing and Communications services 3. Board meeting and clerk services when Board meetings are held at the Carlsbad City Hall 6 AGREEMENT BE'IWEENTHE CLEAN ENERGY ALUANCEAND THE CITY OF DEL MARFORADMJNISTRATIVE SERVICES This AGREEMENT, effective November 5, 2019, is by and between the CLEAN ENERGY ALLIANCE, an independent joint powers authority ("Authority"), and the CITY OF DEL MAR, a municipal corporation ("City") (collectively referred to as the "Parties"). RECITALS: A. Authority is an independent joint powers authority duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Govemment·Code Section 6500 et seq.) ("Act") with the power to conduct its business and enter into agreements. B. Authority is seeking staff assistance from its members to start up its operations and implement a community choice aggregation ("CCA") program. C. City has offered to provide certain administrative services to Authority. D. Authority and City desire to enter into an agreement for services and reimbursement upon the terms and conditions set forth in this Agreement NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on November 5, 2019, and shall terminate on June 30, 2024 unless terminated earlier as set forth herein. The Agreement may be extended for the period of time mutually agreed by the Parties in .writing. 2. SERVICES TO BE PERFORMED City shall perform the services set forth in Exhibit "A," which is attached hereto and incorporated herein by this reference, for the fiscal year ending June 30, 2020. Any services to be performed after June 30, 2020 shall be subject to a written amendment to this Agreement approved by the Board of Directors of Authority. 3. REIMBURSEMENT FOR SERVICES City shall be reimbursed for costs described in subsections (b) and ( c) below incurred by City for services performed pursuant to this Agreement, in a total amount not to exceed two thousand, eight hundred dollars ($2,800.00). a) City shall provide a monthly invoice to Authority providing a breakdown of the costs and expenses incurred by City in providing services pursuant to this Agreement For services performed by City employees, the invoice shall provide an itemized breakdown of the time spent by each employee. b) City shall be reimbursed for staff time costs inclusive of salaries and benefits, but not overhead charges. 1 c) City shall be reimbursed for actual expenses incurred in performing services under this Agreement as agreed upon in advance in writing by Authority's Representative. d) Authority shall have no obligation to pay the invoices submitted by City until CCA service is commenced by Authority in which case proper invoices shall be paid within three years after such service is commenced as determined by the Board of Directors of Authority. 4. STANDARD OF CARE City agrees to perform all services required by this Agreement in a manner commensurate with the standards of a reasonable professional having specialized knowledge and expertise in the services provided under this Agreement S. EMPLOYEES OF CITY NOT EMPLOYEES OF AUTHORITY Under no circumstances shall the employees of City be considered employees of Authority. City shall be solely responsible and liable for paying all compensation and benefits owed to its employees for the services provided by City under this Agreement. 6. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY. Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated November 4, 2019, and is a public entity separate from its constituent members. Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. City shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Authority's constituent members in connection with this Agreement. 7. HOLD HARMLESS AND INDEMNIFICATION Each Party shall defend, indemnify and hold harmless the other Party (including its officers, employees and agents) against any claim, loss or liability arising out of the performance of this Agreement by such Party. Nothing contained herein shall be construed as a waiver of any immunities or defenses that a Party may have under applicable provisions of the law, including the provisions of the California Tort Claims Act (Government Code Section 801 et seq.). This mutual indemnification agreement is adopted pursuant to Government Code Section 895.4 and in lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the parties pursuant to Government Code Section· 895.6. This provision shall survive expiration or termination of this Agreement. 8. PROIDBITION AGAINST TRANSFERS City shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority. Any attempt to do . so without such consent shall be null and void, and any assignee, sublessee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 9. SUBCONTRACTOR APPROVAL Unless prior written consent from Authority's Representative is obtained, City shall only use its officers and employees in the performance of this Agreement. 2 10. PARTY REPRESENTATIVES The Chief Executive Officer shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. The City Manager or City Manager's designee shall represent City in all matters pertaining to the services to be performed under this Agreement. The City Manager shall provide written notice to the Chief Executive Officer if the City's representative will be a designee of the City Manager. 11. CONFIDENTIAL INFORMATION City shall maintain in confidence and not disclose to any third party any confidential information or records not subject to disclosure under the California Public Records Act that are prepared or generated by City or provided to City by Authority in the performance of this Agreement. 12. RECORDS City shall keep and maintain full and complete documentation and accounting records concerning all services performed under this Agreement and shall make such documents and records available to Authority for inspection and copying at any reasonable time. City shall maintain such records for a period of five (5) years following completion of work hereunder. Any reports, data, documents or other records prepared by City for Authority under this Agreement shall be considered the records of Authority and shall not be destroyed without the express written approval of Authority. All financial and accounting records shall be prepared and maintained in accordance with generally accepted accounting principles and all applicable laws. 13. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, addressed as hereinafter provided. Each party may change the address by written notice in accordance with this provision. All notices, demands, requests, or approvals shall be addressed as follows: TO AUTHORITY: Attention: Chief Executive Officer City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 TO CITY: City of Del Mar Attention: City Manager 1050 Camino Del Mar Del Mar, CA 92014 3 14. TERMINATION Either Party may terminate this agreement by providing no less than sixty (60) days' written notice to the other party. Authority shall pay City for services satisfactorily performed up to the effective date of termination provided that the CCA program is commenced. In the event of termination, City, within fourteen (14) days following the date of termination, shall deliver to Authority all records and work products generated by City under this Agreement. 15. COMPLIANCE City shall comply with all applicable local, state and federal laws. 16. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California. The Agreement and obligations of the Parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of San Diego, State of California. 17. WAIVER A waiver by Authority of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 18. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by a written document signed by both Authority and City. 19. AUTHORITY TO EXECUTE The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 20. INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed . to be enacted herein, and the Agreement shall be read and enforced as though each were. included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 21. CAPTIONS AND TERMS The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 4 IN Wl1NESS WHEREOF, the parties have caused the Agreement to be executed as of the date set forth above. 5 CLEAN ENERGY ALLIANCE A Joint Powers Authority By:~,-e &c1uCr TitleTo ~ r; !"r\t;/2;:~£ 9-K.c c,&~ o 1:f;'c ~ Date: .:::;,,/;1, /) /~D · APPROVED AS TO FORM: ~~~ Counsel for Authority Exhibit A Scope of Services The City of Del Mar shall provide the followmg services to the Clean Energy Alliance: 1. Board meeting and clerk services when Board meetings are held at the Del Mar City Hall. G 6 . AGREEMENT BETWEEN THE CLEAN ENERGY ALLIANCE AND THE CITY OF SOLANA BEACH FORADMJNISTRATIVEAND FISCAL SERVICES This AGREEMENT, effective November 5, 2019, is by and between the CLEAN ENERGY ALLIANCE, an independent joint powers authority ("Authority"), and the CITY OF SOLANA BEACH, a municipal corporation ("City") (collectively referred to as the "Parties"). RECITALS: A. Authority is an independent joint powers authority duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) ("Act"} with the power to conduct its business and enter into agreements. B. Authority is seeking staff assistance from its members to start up its operations and implement a community choice aggregation ("CCA") program. C. City has offered to provide certain administrative and financial services to Authority. D. Authority and City desire to enter into an agreement for services and reimbursement upon the tenns and conditions set forth in this Agreement NOW, THEREFORE, the Parties mutually agree as follows: l. TERM The tenn of this Agreement shall commence on November 5, 2019, and shall tenninate on June 30, 2024 unless terminated earlier as set forth herein. The Agreement may be extended for the period of time mutually agreed by the Parties in writing. 2. SERVICES TO BE PERFORMED City shall perform the services set forth in Exhibit "A," which is attached hereto and incorporated herein by this reference, for the fiscal year ending June 30, 2020. Any services to be performed after June 30, 2020 shall be subject to a written amendment to this Agreement approved by the Board of Directors of Authority. 3. REIMBURSEMENT FOR SERVICES City shall be reimbursed for costs described in subsections (b} and (c) below incurred by City for services performed pursuant to this Agreement, in a total amount not to exceed sixteen thousand dollars {$16,000.00). . a) City shall provide a monthly invoice to Authority providing a breakdown of the costs and expenses incurred by City in providing services pursuant to this Agreement. For services perfonned by City employees, the invoice shall provide an itemized breakdown of the time spent by each employee. b) City shall be reimbursed for staff time costs inclusive of salaries and benefits, but not overhead charges. c) City shall be reimbursed for actual expenses incurred in performing services under this Agreement as agreed upon in advance in writing by Authority's Representative. d) Authority shall have no obligation to pay the invoices submitted by City until CCA service is commenced by Authority in which case proper invoices shall be paid within three years after such service is commenced as determined by the Board of Directors of Authority. 4. STANDARD OF CARE City agrees to perform all services required by this Agreement in a manner commensurate with the standards of a reasonable professional having specialized knowledge and expertise in the services provided under this Agreement. S. EMPLOYEES OF CITY NOT EMPLOYEES OF AUTHORITY Under no circumstances shall the employees of City be considered employees of Authority. City shall be solely responsible and liable for paying all compensation and benefits owed to its employees for the services provided by City under this Agreement. 6. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY. Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated November 4, 20 t 9, and is a public entity separate from its constituent members. Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. City shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Authority's constituent members in connection with this Agreement. 7. HOLD HARMLESS AND INDEMNIFICATION Each Party shall defend, indemnify and hold harmless the other Party (including its officers, employees and agents) against any claim, loss or liability arising out of the performance of this Agreement by such Party. Nothing contained herein shall be construed as a waiver of any immunities or defenses that a Party may have under applicable provisions of the law, including the provisions of the California Tort Claims Act (Government Code Section 801 et seq.). This mutual indemnification agreement is adopted pursuant to Government Code Section 895.4 and in lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the parties pursuant to Government . Code Section 895.6. This provision shall survive expiration or termination of this Agreement. 8. PROHIBITION AGAINST TRANSFERS City shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority. Any attempt to do so without such consent shall be null and void, and any assignee, sublessee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment. hypothecation or transfer. · 9. SUBCONTRACTOR APPROVAL Unless prior written consent from Authority's Representative is obtained, City shall only use its officers and employees in the performance of this Agreement. 2 10. PARTY REPRESENTATIVES The Chief Executive Officer shalt represent the Authority in all matters pertaining to the services to be performed under this Agreement. The City Manager or City Manager's designee shall represent City in all matters pertaining to the services to be performed under this Agreement. The City Manager shall provide written notice to the Chief Executive Officer if the City's representative will be a designee of the City Manager. 11. CONFIDENTIAL INFORMATION City shall maintain in confidence and not disclose to any third party any confidential information or records not subject to disclosure under the California Public Records Act that are prepared or generated by City or provided to City by Authority in the performance of this Agreement. 12. RECORDS City shall keep and maintain full and complete documentation and accounting records concerning all services performed under this Agreement and shall make such documents and records available to Authority for inspection and copying at any reasonable time. City shall maintain such records for a period of five (5) years following completion of work hereunder. Any reports, data, documents or other records prepared by City for Authority under this Agreement shall be considered the records of Authority and shall not be destroyed without the express written approval of Authority. All financial and accounting records shall be prepared and maintained in accordance with generally accepted accounting principles and all applicable laws. 13. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, addressed as hereinafter provided. Each party may change the address by written notice in accordance with this provision. All notices, demands, requests, or approvals shall be addressed as follows: TO AUTHORITY: Attention: Chief Executive Officer City of Carlsbad City Hall 1200 Carlsbad Village Drive Carlsbad, CA 92008 TO CITY: City of Solana Beach Attention: City Manager City Hall 635 S. HWY IO I Solana Beach, CA 92075 14. TERMINATION Either Party may terminate this agreement by providing no less than sixty (60) days' written notice to the other party. Authority shall pay City for services satisfactorily performed up to the 3 effective date of termination provided that the CCA program is commenced. In the event of termination, City, within fourteen (14) days following the date of termination, shall deliver to Authority all records and work products generated by City under this Agreement. 15. COMPLIANCE City shall comply with all applicable local, state and federal laws. 16. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California. The Agreement and obligations of the Parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of San Diego, State of California. 17. WAIVER A waiver by Authority .of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 18. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by a written document signed by both Authority and City. 19. AUTHORITY TO EXECUTE The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 20. INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise. any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 21. CAPTIONS AND TERMS The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 4 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed as of the date set forth above. CITY OF SOLANA BEACH CLEAN ENERGY ALLIANCE A Municipal Corporation . A Joint Powers Authority By: ~By:<3-a,,.ba,,,, ~u,Lt! · Tit!~ ~ltle;T,-it«,',., C.J\;p.f' fK,.•cu-{/q O[J:<.,cr--- Date: I / ~ 7 L 2_01-0 Date: ,;;i_/ Ir) / d..() r ' _;_--'-'"""'-':...>.C~------ APPROVED AS TO FORM: APPROVED AS TO FORM: Name: ~~~ ----------Ti tie: -----------Counsel for Authority ATTEST: , ~~~~ Authority Clerk 5 Exhibit A Scope of Services The City of Solana Beach shall provide the following services to the Clean Energy Alliance: 1. Interim Fiscal Agent/Treasurer services 2. Board meeting and clerk services when Board meetings are held at the Solana Beach City Hall 3. Use of Solana Energy Alliance consultants for projects or activities approved by the Authority's Board of Directors G 6