Urban Development Clean Cities Agreement

URBAN DEVELOPMENT CLEAN CITIES AGREEMENT

This Urban Development Clean Cities Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, the City/Owner seeks to promote sustainable, low-emission urban development and to implement projects and practices that reduce vehicular emissions, improve public transit access, and enhance waste and stormwater management within municipal boundaries; and

WHEREAS, the Development Partner possesses technical expertise, personnel and financial capability to implement Clean Cities initiatives, green infrastructure, and related urban development measures described in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the planning, construction, operation and monitoring of the Project identified below.

PROJECT IDENTIFICATION

SCOPE OF WORK

The Development Partner shall perform and deliver the following services, deliverables and tasks (collectively, the Scope of Work). The Scope of Work includes design, permitting support, procurement, construction management, commissioning, training of City personnel, and a minimum two-year post-construction monitoring and reporting program to verify emissions reductions and operational performance.

PAYMENT TERMS

In consideration for performance of the Scope of Work, the City/Owner shall pay the Development Partner the fees and expenses set forth below, subject to the Payment Schedule and invoice procedures.

Late payments shall accrue interest at the rate of on unpaid balances, calculated monthly and compounded, and the City/Owner shall be responsible for reasonable collection costs incurred by the Development Partner in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless sooner terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach; if the breach is not susceptible to cure, termination may be immediate upon written notice.

Upon termination, the Development Partner shall deliver all completed work and, subject to payment for work performed and costs reasonably incurred, shall be paid on a pro rata basis for accepted work completed through the effective date of termination.

CONFIDENTIALITY

Each Party (Receiving Party) shall keep confidential all Non-Public Information of the other Party (Disclosing Party) that is marked or reasonably understood to be confidential, and shall not disclose such information to third parties except to its employees, consultants, contractors or financing sources having a need to know and who are bound to confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that (a) is or becomes publicly known other than through a breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

If the Receiving Party is required by law or valid process to disclose Confidential Information, it shall promptly notify the Disclosing Party to permit the Disclosing Party to seek a protective order or other appropriate remedy.

COMPLIANCE, INDEMNIFICATION AND INSURANCE

The Development Partner shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and shall obtain all required permits, licenses and approvals. The Development Partner shall indemnify, defend and hold harmless the City/Owner from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Development Partner's performance under this Agreement, except to the extent caused by the City/Owner's gross negligence or willful misconduct.

The Development Partner shall maintain insurance coverages customary for projects of this nature, including commercial general liability, professional liability (errors and omissions), workers' compensation and automobile liability, with limits adequate to protect the City/Owner and naming the City/Owner as additional insured where applicable.

REPORTING, MONITORING AND AUDIT

The Development Partner shall provide periodic reports and data necessary to verify performance, emissions reductions and compliance with the Scope of Work. The City/Owner shall have the right to audit records directly relevant to the performance of this Agreement upon reasonable notice during the term and for two (2) years following termination.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be submitted to binding arbitration in the county where the Project is located, under rules mutually agreed by the Parties.

ENTIRE AGREEMENT

This Agreement, together with any attachments, appendices and incorporated exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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