HomeMy WebLinkAbout2011-076 Agrmt - BEF Solar4RSchoolsI. Effective Date of Agreement:
April 25, 2011
This Solar4RSchools Funding Agreement ("AgreemenY') between Bonneville
Environmental Foundation ("BEF"), a non-profit corporation organized under the laws
of Oregon, and the City of Ashland, Oregon ("ASHLAND") provides for the funding and
installation of a solar-electric demonstration project and the delivery of renewable
energy education services at Helman Elementary School ("Helman"). BEF and
ASHLAND may be referred to as "Party" or collectively as "Parties".
II. Parties:
The City of Ashland,
("BEF").
Solar4RSchools Funding Agreement
between
Bonneville Environmental Foundation
and
The City of Ashland, Oregon
Oregon ("ASHLAND") and Bonneville Environmental Foundation
III. Term of Agreement:
From the Effective Date until April 25, 2012,
respective obligations under this Agreement,
IV. Goals of the Parties:
or until both Parties have fulfilled their
whichever is later.
The Parties wish to:
Encourage and fund the development of a solar electric energy project at Helman
Elementary School, located at 705 Helman Street, Ashland, OR 97520.
Encourage the implementation of a renewable energy educational programming at
Helman and fund the delivery of classroom materials and teacher training toward
that end.
Increase the visibility and public understanding of renewable energy generation
technologies.
V. Description of Services:
The Parties intend to install a solar-electric demonstration project sited at Helman. The
Parties also intend to monitor the live data from the project and to deliver renewable
energy educational services to the school.
VI. Ownership of Environmental Attributes:
Unless otherwise provided by law, the Parties agree that the environmental attributes'
associated with the installed solar-electric demonstration project shall remain with
Helman, and that BEF shall contractually obligate Helman to refrain from reselling,
trading, assigning, or transferring the environmental attributes or any portion thereof to
any other party during the school's ownership period, as defined in a contract between
'"Environmental Attributes" means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, resulting from the avoidance of the emission of any gas
chemical, or other substance to the air, soil, or water attributable to the PV System which are
deemed of value by a purchaser, and any credits or benefits for renewable resources.
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BEF and Helman. Upon request, BEF shall submit a copy of the BEF-host contract to
ASHLAND.
VII. Project Funding:
ASHLAND shall contribute $7,500.00 (seven thousand, five hundred dollars and zero
cents) towards the total cost of the solar electric system installation and educational
programming at Helman. Additionally, ASHLAND agrees to release towards the
project at Helman the remainder of the reinvestment funds currently held by BEF,
which were accrued under the Green Tag Agreement between the Parties dated June
28, 2007. These remaining funds total $7,849.80 (seven thousand, eight hundred,
forty-nine dollars and eighty cents).
BEF agrees to match all funds contributed by ASHLAND towards the total cost of the
solar electric system installation and educational programming at Helman.
VIII. Invoicing Procedure Approval Process:
Prior to beginning work on the project, BEF will submit to ASHLAND a detailed Sales
Order. This Sales Order will list the specific products and services to be delivered by
category (Project Management Fee, Educational and Marketing Products, and Hard
Costs), and the estimated cost of each item.
BEF will not begin work on the project under this Agreement until ASHLAND has
signed this Sales Order.
After completing the project, BEF will submit to ASHLAND an invoice and supporting
documentation that itemizes the actual costs of the project. BEF will not invoice
ASHLAND for an amount that exceeds the agreed upon contribution of $7,500.00
(seven thousand five hundred and zero cents), unless both Parties sign a Change
Order that modifies the original Work Order.
IX.. Terms of Payment:
ASHLAND will remit payment in full to BEF within 30 days of receipt of an invoice as
described in Section IX of this Agreement.
X. Agreement Cost Cap:
ASHLAND shall not be obligated to pay BEF more than $7,500.00 (seven thousand
five hundred and zero cents) in aggregate for the products and services provided by
BEF under this ^,yreement.
XI. Termination:
ASHLAND may terminate this Agreement after (a) providing 30 day written notice to
BEF of such termination, (b) remitting payment to BEF for all products and services
rendered, and (c) remitting a payment to BEF equal to 10% of the difference between
the Agreement Cost Cap provided herein, and the aggregate total of costs paid by
ASHLAND to BEF under this Agreement, including payments under subsection (b) of
this section. BEF inay terminate this agreement upon 30 day written notice to
ASHLAND of such termination. Notwithstanding any other provision herein, BEF shall
be allowed to complete all Sales Orders that are open at the time of termination,
whether or not the completion date of such orders extends beyond the 30 day notice
period. ASHLAND agrees to pay for any and all work necessary to complete said
Sales Orders.
XII. Relationship of the Parties:
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This Agreement is not intended to form a partnership or joint venture between the
Parties.
XIII. Indemnity:
Each Party will indemnify and defend the other Party and its directors, o�cers,
employees, agents, representatives, and affiliates and hold them harmless from and
against any and all losses, liabilities, damages, claims, suits, actions, judgments,
assessments, costs and expenses, including without limitation interest, penalties,
attorney fees, any and all expenses incurred in investigating, preparing, or defending
against any litigation, commenced or threatened, or any claim whatsoever, and any
and all amounts paid in settlement of any claim or litigation asserted against, imposed
on, or incurred or suffered by any of them, directly or indirectly, as a result of or arising
from the negligent or wrongful acts or omissions of the other Party, from any breach of
this Agreement by the other Party, or from any finding, judgment or other
determination or settlement whereby BEF is deemed or considered to be the employer
of ASHLAND or of ASHLAND's Personnel: -s •+c.
XIV. Integration and Amendment:
No amendment to this Agreement will be effective unless it is agreed upon in writing
and duly executed by authorized representatives of the Parties. This Agreement will
not be varied, supplemented, qualified or interpreted by any prior course of dealing
between the Parties or by any usage of trade.
XV. Governing Law and Other Provisions:
This Agreement shall be governed in accordance with the laws of the State of Oregon.
XVI. Signatures:
The persons signing below represent that they are authorized to approve the terms
and conditions of this Agreement on behalf of the Party for whom they sign.
Bonneville Environmental Foundation
By: �ti✓ l�(�Y
(Signature)
Name: lN�l�i ���-1
(Print/T e)
Title: S�}(L_� Pi�'i�n�^'� /}�w��.�.✓
Date: S��
The City of Ashland
ey: ,o
(Signature)
CE6 %u nlEH6�G-
Name:
(Print/Type)
Title: /�O.+e��t -��/��5 ,(�i�EG�
Date: 5
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