CONTRACT 4531 Memorandum of Understanding Agreement No. 4531 1 A� A
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU")is entered into as of
November 6, 2013 by and between the City of El Segundo, a California municipal
corporation ("City") and the South Bay Cities Council of Governments, a Joint Powers
Authority("SBCCOG") hereinafter together occasionally referred to as "the parties."
RECITALS
A. SBCCOG seeks to partially fund City to install sub-meters (the
"improvements") at city facilities for the municipal building campus including
City Hall, the Police Headquarters, and the Fire Station to gain a detailed
electrical consumption and cost data at the above mentioned city buildings via
the Enterprise Energy Management Information System(EEMIS).
B. Improvements are intended to meter building level data where buildings are
currently metered in aggregate. Improvements are not intended to provide
metering data for loads within individual buildings.
C. The parties desire to work collaboratively to gain a greater level of data
regarding electricity consumption to better inform future cost effective energy
efficiency and cost reduction efforts.
D. The purpose of this Memorandum of Understanding is to establish
commitments and assurances by the parties governing the installation of the
improvements so as to satisfy their respective objectives.
NOW,THEREFORE,in consideration of the foregoing,the parties agree as follows:
1. Obligations of City.
1.1 City will engage a contractor using the city procurement process to install
sub-meter equipment designed to connect to the LA County EEMIS
system(specific equipment must be approved by the SBCCOG, SCE, and
LA County before installation).
1.2 City will provide networking connectivity between the sub-meter and the
building LAN system.
1.3 City will provide VPN networking connectivity between the building
LAN system and LA County ISD. City IT staff will interface with the
County of Los Angeles ("LA County") to initiate ongoing transfer data
from the sub-meter to the EEMIS system as per LA County specifications.
1.4 City will provide an invoice to the SBCCOG not to exceed$10,000 in
aggregate no later than January 15th 2014 for labor costs related to
the improvements including work completed for paragraphs 1.1,
1.2, and 1.3.
2. Obligations of SBCCOG
The SBCCOG must reimburse City for the full labor invoice value referenced
in paragraph 1.4 within 60 days of receiving the invoice from City.
3. Term
This MOU commences on October 15, 2013 and remains in effect until
January 30, 2014 unless extended by written agreement of the parties.
4. Binding Effect
ffect
This MOU is binding on the parties in accordance with its terms. The parties
signing below represent and warrant that they have the legal authority to bind
the party for whom they are signing.
5. Indemnity
Each party agrees to indemnify, defend, and hold harmless the other parties,
their officers, agents and employees,from any and all liabilities, claims, or
losses of any nature, including reasonable attorneys' fees and costs of suit, to
the extent caused by, arising out of, or in connection with, the indemnifying
party's negligent or wrongful acts or omissions arising from its respective
activities pursuant to this MOU.
6. Governing Law
This MOU is governed by the laws of the State of California.
7. Notices.
All notices permitted or required under this MOU must be in writing,
and must be deemed made when delivered to the applicable party at the
following addresses either by first class mail postage prepaid,facsimile or
personal delivery:
If to City:
City of El Segundo
350 Main Street
El Segundo, CA 90245
Attention: City Manager
If to SBCCOG:
South Bay Cities Council of Governments
5033 Rockvalley Rd
Rancho Palos Verdes, CA 90275
Attention: Executive Director
8. Entire Agreement
This MOU represents the entire integrated agreement between the parties
pertaining to the subject matter and supersedes all prior negotiations,
representations or agreements, written or oral, regarding the matters described in
this MOU. This MOU may be amended only by a written instrument signed by
the parties.
IN WITNESS WHEREOF,the parties have executed this Memorandum of Understanding as
of the date and year first written above.
Dates r '! ,2013 CITY OF EL SEGUNDO l ;
APP T By: Segundo
Greg "Penter
1 Y A- O NEY " City onager
SOUTH BAY CITIES COUNCIL OF
GOVERNMENTS
Dated `'"` '2013
By; h , ;
Daniel Medina
SBCCOG Chair