AGREEMENT XXXXX
BETWEEN
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
AND
THE CITY OF SAN CLEMENTE
Agreement No XXXXXX (“Agreement”) is entered into ________, 2025 between the City of San Clemente (herein after referred to as "City") and The Regents of the University of California, on behalf of its Irvine Campus (hereinafter referred to as "UCI," City and UCI collectively, “Parties” and each individually, “Party”) for the delivery of services identified as “City + UCI Coastal Collaboration” defined in Article 1A, STATEMENT OF WORK, and in accordance with the terms and conditions set forth herein.
AGREEMENT SCHEDULE
ARTICLE 1
PERFORMANCE AND DELIVERY
A. STATEMENT OF WORK
The statement of work to be performed under this Agreement and Costs are described in Exhibit A.
B. PERIOD OF PERFORMANCE
The period of performance of this Agreement shall be January 1, 2026 through December 31, 2026.
C. TOTAL ESTIMATED COST
It is estimated that the total cost to the City for performance of this Agreement shall not exceed $70,000.
D. DELIVERY
All materials and services called for under this Agreement shall be completed and delivered to the City on or before December 31, 2026 unless extended by prior written authorization.
ARTICLE 2
PAYMENT AND BILLING
C. PAYMENT
Payment will be made by the City to the UCI upon presentation of the UCI's invoice.
ARTICLE 3
PATENT RIGHTS
UCI agrees that if patentable discoveries or inventions are made and/or conceived or for the first time actually reduced to practice by the UCI or its employees under the terms of this Agreement, UCI shall promptly furnish City with complete information thereon. Disposition of all subject inventions will be made in accordance with US Patent Laws.
ARTICLE 4
PUBLICATIONS, COPYRIGHTS AND RIGHTS TO DATA
City shall have the right to publish, disclose, disseminate and use, in whole or in part, any data and information received or developed under this Agreement.
ARTICLE 5
ADVERTISING AND PUBLICITY
Neither the UCI nor the City will use the name of the other, either expressly or by implication, in any news, publicity release, or other fashion without the express written approval of the other Party of this Agreement.
ARTICLE 6
SPECIAL PROVISIONS
A. ASSIGNMENT
This Agreement may not be assigned in whole or in part without the prior written consent of the City.
C. TERMINATION
This Agreement may be terminated by either Party upon thirty (30) days written notice to the other Party, except that the termination of the Prime Award concurrently terminates this Agreement with the same date.
D. INDEMNIFICATION
UCI shall defend, indemnify and hold the City, its officers, employees and agents harmless from and against any and all liability, loss, expense, attorneys' fees, or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of UCI, its officers, agents or employees.
The City shall defend, indemnify and hold UCI, its officers, employees and agents harmless from and against any and all liability, loss, expense, attorneys' fees, or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the City, its officers, agents or employees.
ARTICLE 7
NOTICE AND CONTACTS
Notices shall be directed to the appropriate individual(s) noted below.
CITY CONTACTS
Project Director
Name: David Rebensdorf
Address: 910 Calle Negocio, San Clemente,
CA. 92673
Email: [email protected]
UCI CONTACTS
Key Investigator
Name: Brett Sanders
Address: 3080 Interdisciplinary Science and
Engineering Building, Irvine, CA 92697-2175
Email: [email protected]
Authorized Representative
Name: Shawn Ryan
Address: 910 Calle Negocio, San Clemente,
CA. 92673
Email: [email protected]
Authorized Official
Name: Erika Blossom
Address: UCI, Office of Research
324 Aldrich
Irvine, CA 9269-7600
Telephone: 949-824-2237
Email: [email protected]
Financial Contact
Name: Brian Bower
Address: 910 Calle Negocio, San Clemente,
CA. 92673
Email: [email protected]
Financial Contact
Name: Jerry Martinez
Address: 5200 Engineering Hall, Irvine, CA 92697-2700
Telephone: (949) 824-5548
Email: [email protected]
ARTICLE 8
GOVERNING LAW
This Agreement shall be governed by the laws of the State of California without regard to its conflicts of law principles.
ARTICLE 9
ENTIRE AGREEMENT, WAIVERS, AND AMENDMENTS
This Agreement contains the full and complete agreement between the two Parties. All modifications must be in writing and signed by the City's Institutional Official and the UCI's Contracting Officer. No verbal agreements or conversations with any officer or employee of either Party shall affect or modify any of the terms and conditions of this Agreement.
APPROVED AND AGREED:
CITY OF SAN CLEMENTE UCI:
By: By:
Name: Andy Hall Name: Erika Blossom
Title: City Manager Title: Senior Ancillary Agreements Officer Date: Date:
ATTEST:
By:_____________________________
Laura Campagnolo, City Clerk
APPROVED AS TO FORM:
By:_____________________________
Elizabeth A. Mitchell, City Attorney
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