2/21 Version
REQUEST FOR PROPOSALS
FOR
MARKETING AND ADVERTISING SERVICES
RFP Release Date: NOVEMBER 12, 2021
RFP Submittal Deadline: DECEMBER 10, 2021 at 5 PM
Pacific Time
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1 Contents
2 Silicon Valley Clean Energy Overview .......................................................... 3
3 RFP Overview .......................................................................................... 3
4 RFP Tentative Timeline ............................................................................. 4
5 Proposal Submittal ................................................................................... 5
6 Review and Selection Process .................................................................... 7
7 Agreement Terms .................................................................................... 7
8 Inclusion of Non-Participating Agencies ....................................................... 7
9 California Public Records Act ...................................................................... 8
10 Ex Parte Communication ......................................................................... 8
11 Insurance Requirements ......................................................................... 8
12 Conflict of Interest/Statement of Non-Collusion ........................................... 9
13 Addenda ................................................................................................ 9
14 Certifications ......................................................................................... 9
15 Rights of SVCE .................................................................................... 10
16 High Level Scope of Work ...................................................................... 10
Attachment A – Standard Contract ................................................................ 13
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2 Silicon Valley Clean Energy Overview
Silicon Valley Clean Energy (SVCE), a Community Choice Energy agency, is redefining the
local electricity market and providing our residents and businesses with new clean energy
choices—renewable and carbon–free electricity at competitive rates. SVCE was formed as a
Joint Powers Authority in 2016, and now serves approximately 270,000 residential and
commercial electricity customers across a service area comprised of the following thirteen
communities: Campbell, Cupertino, Gilroy, Los Altos, Los Altos Hills, Los Gatos, Milpitas,
Monte Sereno, Morgan Hill, Mountain View, Saratoga, Sunnyvale and Unincorporated Santa
Clara County. 96% of electricity customers in SVCE’s service area receive their electricity from
SVCE. For more information on SVCE, please visit: svcleanenergy.org.
SVCE is advancing innovative solutions to fight climate change by decarbonizing the grid,
transportation, and buildings. As SVCE was formed to support our communities in reducing
their greenhouse gas emissions, we aim to provide our customers with resources that can
help them understand their energy use and how it relates to their carbon footprint, discover
ways to reduce their carbon footprint and find products and services to help them save energy
and money. For more information on SVCE’s decarbonization approach, customer offers and
services, please visit: svcleanenergy.org/decarbonization.
3 RFP Overview
With this request for proposals (RFP), SVCE seeks information about the experience and
qualifications of your organization (Bidder) implementation and ongoing support as described
in this RFP’s scope of work. Bidders should provide one proposal in response to this RFP and
indicate which Section(s) of the scope and which Key Topic(s) to which they are responding.
Bidders are encouraged to apply for all Sections of the scope to which they are qualified. SVCE
reserves the right to award work for different Sections and/or different Key Topics to different
Bidders, to not award work for one or more Sections or Key Topics, or to award work to no
Bidders.
This RFP:
• Describes the scope of services sought by SVCE
• Outlines key dates and the proposed timeline
• Provides an opportunity for Bidders to describe their relevant qualifications and assets,
and to explain how they could contribute
• Provides an opportunity for Bidders to identify any key topics or areas not identified in
the RFP that would add substantial value to SVCE’s marketing and advertising scope
of work
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4 RFP Tentative Timeline
This tentative schedule is provided for the convenience of Bidders, but may be subject to
change at any time by SVCE. Any such changes will be stated in an addendum to this RFP or
otherwise communicated to Bidders.
Date
Event
November 12, 2021
RFP issued
November 16, 2021 at 1 p.m. PT
Pre-proposal teleconference
November 18, 2021 at 5 p.m. PT
Deadline for questions, clarifications (see
below)
November 22, 2021 at 5 p.m. PT
Question responses posted online
December 10, 2021 at 5 p.m. PT
Deadline for Bidders to submit proposals
December 17, 2021
Top Bidders notified of interview times, if
applicable
Week of January 3 – 7, 2022
Possible interviews of top Bidders
January 10, 2022
Anticipated date SVCE will notify awardees
February 9, 2022
• Anticipated date contract finalized (to
be sent to Board for approval)
• Work commences
February 14, 2022
Project completion and launch
Notes:
• Pre-Proposal Teleconference: A teleconference will be held on November 16 at 1 p.m.
Pacific Time. Call in information:
+16692192599,,83508789777#,,,,*731141# US (San Jose)
+12133388477,,83508789777#,,,,*731141# US (Los Angeles)
• Questions: Bidders may submit questions concerning the RFP
customercare@svcleanenergy.org. All questions and answers will be shared with all
Bidders and will be posted in the same location as the RFP, at
https://www.svcleanenergy.org/solicitations/. Questions must be emailed and
received by SVCE no later than November 18, 2021 at 5 p.m. PT. SVCE shall not be
responsible for nor be bound by any oral instructions, interpretations or explanations
issued by SVCE or its representatives.
• Proposal Review: SVCE may request clarifications of submitted proposals by email or
phone during the week of December 13 – 17, 2021. Prompt responses will be
requested.
• Bidder Interviews: SVCE may choose to conduct in-person/phone interviews of the top
Bidders during the week of January 3 – 7, 2022.
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5 Proposal Submittal
Proposals must be received on or before the above deadline and submitted by email to
customercare@svcleanenergy.org with the subject “Proposal - <Organization> - Marketing &
Advertising Services RFP”.
Only electronic submittals in PDF format will be accepted.
Proposals must include the following sections (to be submitted in this order only):
1. Administrative Information (1 pg. max)
• Provide administrative information, and include at a minimum: name, mailing
address, phone number, and email of designated point of contact.
2. Proposal summary (2 pg. max)
• Discuss the highlights, key features and distinguishing points of the proposal.
3. Organization description and qualifications (6 pg. max)
• Provide an overview of your organization. Include overall organizational
structure, number of employees, legal structure and ownership. Provide, if
available, current audited Financial Statements, credit rating reports from S&P
Global Ratings and/or Fitch and/or Moody’s. Provide a current client list.
• Describe resources and organizational structure with respect to the Marketing
& Advertising Services RFP. Provide a brief bio for key staff that will work on
this project and highlight their credentials. Attach full resumes of key staff.
• Provide an overview of your qualifications and previous experience on at least
three similar or related projects. Include descriptions, costs, timeline and
reference contact information. Provide website URLs that SVCE can visit to see
the projects.
• Please describe your specific experience and engagement in the energy,
sustainability, climate, government or utility industries and/or the SVCE
territory, include the type of engagement, with who, for what purpose, and for
how long.
• Complete this information for all Bidders (and Sub-Bidders, if applicable) that
are included in the proposal.
4. Proposed solution (10 pg. max for each Section (see Section definition below);
accompanying power point 30 slides max for each Section)
• The Scope (see Section 16 of the RFP) provides a high-level overview of the
campaign overview and background from prior SVCE advertising campaigns.
Describe how you will meet the tasks outlined in this section.
• Describe integration requirements or options (with SVCE systems or data).
Please indicate other (solution, technology, service, data) providers that you
currently work with that your solution is integrated with. Please describe the
level of integration. Indicate whether your solution has an API, widgets, or other
data or integration to be leveraged with the SVCE website or social media
channels.
• Describe a strategy for gathering direct consumer feedback.
• Describe any reporting or tracking tools provided.
• Indicate how the proposed solution and services could be leveraged by other
CCAs.
• Suggest any innovations, additions or modifications to the scope that SVCE
prepared.
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5. Proposed work plan and schedule (4 pg. max; table or chart for the schedule)
• Present a well-conceived work plan. Indicate which Sections and Key Topics the
work plan covers. Include a full description of each task. Show how the work
plan would meet SVCE’s schedule.
• Illustrate how the work plan would proceed and what the key milestones or
benchmarks would be, along with required levels of SVCE staff and stakeholder
engagement.
6. Cost proposal (2 pg. max)
• Include all costs such as set up fees, license fees, etc.; and direct labor rates
and estimated hours for named project resources if applicable; and
subcontractor rates if applicable.
• Estimate other direct costs and reimbursable expenses, if any, and associated
mark-up percentages, if any.
• Include a breakdown of costs by deliverable.
7. Confirmation of acceptance of contract terms or explanation of proposed contract
modifications (see Section 7 of this RFP)
• List all exceptions or requested changes that Bidder has to SVCE’s standard
contract. Items not excepted will not be open to later negotiation.
8. Inclusion of non-participating agencies (see Section 8 of this RFP)
• Indicate Bidder’s willingness to extend the terms of resulting contracts to other
similar entities.
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6 Review and Selection Process
In addition to, or in reiteration of, the aforementioned minimum proposal requirements, all of
which are mandatory, proposals will be evaluated based on the following non-exclusive list of
criteria:
• Qualifications and experience of the Bidder providing similar products and services,
including the capability and experience of key personnel as well as experience with
other public and/or private agencies in similar capacities
• History of successfully performing services for public and/or private agencies and other
Community Choice Energy agencies
• Financial viability of the Bidder
• Cost to SVCE for the products and services identified in this RFP
• Proposed approach, including a clearly-demonstrated understanding of the intended
scope of services to be provided
• Ability to meet any required timelines or other requirements
• Existence of and circumstances surrounding any claims or violations of law or
governmental regulations against the Bidder, its representatives and/or partners
• Pertinent references
• Acceptance of SVCE’s standard contract terms and conditions
SVCE reserves the right to consider factors other than those specified above and to request
additional information from any/all Bidders as a part of the selection process.
7 Agreement Terms
Awardees will be required to enter into a contract using SVCE’s standard contract terms.
Modification of the contract terms may be proposed by the Bidder for consideration by SVCE
but are not guaranteed to be accepted. Rejection of the final terms from SVCE is grounds for
disqualification.
SVCE’s standard contract terms are available for review in Appendix A.
8 Inclusion of Non-Participating Agencies
SVCE is asking all responding Bidders to indicate their willingness to extend the terms of
resulting contracts, inclusive of price, to other interested California-based municipalities,
municipal-owned utilities and community choice energy programs. While this clause in no way
commits these agencies to contract with SVCE’s awarded consultant, nor does it guarantee
any additional orders will result, it does allow other agencies, at their discretion, to make use
of SVCE’s competitive process (provided said process satisfies their own procurement
guidelines) and enter into a contract directly with the awarded consultant. All contracts
entered into by other agencies shall be understood to be transactions between that agency
and the awarded consultant; SVCE shall not be responsible or liable in any manner for any
such contracts.
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9 California Public Records Act
All parties acknowledge that SVCE is a public agency subject to the requirements of the
California Public Records Act, Cal. Gov. Code section 6250 et seq. (“CPRA”). SVCE will not
disclose any part of any proposal before it announces a recommendation for an award, on the
ground that there is a substantial public interest in not disclosing proposal during the
evaluation process. After the announcement of a recommended award, all proposals received
in response to this RFP will be subject to public disclosure, with the exception of those
elements in each proposal which are exempt from disclosure pursuant to the CPRA.
If a Bidder believes there are portion(s) of the proposal which are exempt from disclosure,
the Bidder must plainly mark it as “Confidential”, “Proprietary”, or “Trade Secret.” SVCE may
also request that the Bidder state the specific provision of the CPRA which provides the
exemption, and the factual basis for claiming the exemption. Any proposal which contains
language purporting to render all or significant portions of the proposal as “Confidential,”
“Trade Secret,” or “Propriety,” will be considered non-responsive and a public record in its
entirety.
Although the CPRA recognizes that certain confidential trade secret information may be
protected from disclosure, SVCE may not be in a position to establish that the information a
Bidder submits is a trade secret. If a public records request is made for information marked
“Confidential,” “Proprietary,” or “Trade Secret,” SVCE will provide the Bidder(s) who
submitted the information with reasonable notice to seek protection from disclosure by a court
of competent jurisdiction. The Bidder shall be solely responsible for taking such legal steps;
if the Bidder takes no such action after receiving notice of the public records request, SVCE
will disclose all records it deems subject to disclosure, even if marked “Confidential,” “Trade
Secret,” or “Proprietary.”
10 Ex Parte Communication
Please note that to insure the proper and fair evaluation of a proposal, SVCE prohibits ex
parte communication (i.e., unsolicited) initiated by the Bidder to an SVCE Official or Employee
evaluating or considering the proposals prior to the time a bid decision has been made.
Communication between Bidder and SVCE will be initiated by the appropriate Agency Official
or Employee in order to obtain information or clarification needed to develop a proper and
accurate evaluation of the proposal. Ex parte communication may be grounds for disqualifying
the offending Bidder from consideration or award of the proposal, then in evaluation, or any
future proposal.
11 Insurance Requirements
All insurance shall be secured from or countersigned by an agent or surety company
recognized in good standing and authorized to do business in the State of California.
The Bidder shall, within thirty (30) days of notification of award and prior to commencement
of work, take out and maintain in full force and effect minimum insurance coverage as
specified in the attached requirements. This insurance shall remain in force and effect
throughout the duration of the contract.
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A certificate of existing insurance coverage should be submitted with the proposal as proof of
insurability. If the current coverage does not meet the RFP requirements, then the Bidder
should request an affidavit of insurability from the Bidder’s insurance agent that certifies the
requirements can and will be met. Failure to provide adequate insurance coverage may be
cause for disqualification as non-responsive to the RFP requirements.
12 Conflict of Interest/Statement of Non-Collusion
All bidders must disclose with their proposal the name of any officer, director, or agent who
is also an employee of SVCE. Further, all bidders must disclose the name of any SVCE
employee who owns, directly or indirectly, an interest of five percent (5%) or more of the
bidder’s firm or any of its branches.
The Bidder shall certify that he/she has not, either directly or indirectly, entered into any
agreement, participated in any collusion, or otherwise taken any action in restraint of free
competitive bidding in connection with the proposal and that the bidder is not financially
interested in, or otherwise affiliated in a business way with any other bidder on the same land
or improvements.
13 Addenda
It is the Bidder’s responsibility to contact SVCE prior to submitting a proposal to ascertain if
any addenda have been issued, to obtain all such addenda and return executed addenda with
the proposal.
The failure of a Bidder to submit acknowledgement of any addenda that affects the proposal
price(s) may be considered an irregularity and may be cause for rejection of the proposal.
14 Certifications
The submission of a proposal shall be deemed a representation and certification by the Bidder
that it:
• Has read, understands and agrees to the information and requirements set forth in
this RFP.
• Has the capability to complete the responsibilities and obligations of the proposal being
submitted
• Represents that all information contained in the proposal is true and correct
• Acknowledge that SVCE has the right to make any inquiry it deems appropriate to
substantiate or supplement information supplied by Bidder, and Bidder hereby grants
SVCE permission to make these inquiries
• Will provide any and all documentation related to the proposal in a timely manner
• Is eligible to submit a proposal because he/she is not presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation
in a transaction by any Federal, State, or local department or agency
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15 Rights of SVCE
SVCE is not obligated to respond to any proposal submitted as part of the RFP. SVCE at its
sole discretion reserves the right to waive technicalities or irregularities, to reject
any or all proposals, and/or to accept that proposal which is in the best interest of
SVCE. The award of this proposal, if made, may be based on considerations other than total
cost and may be awarded based on various considerations, including without limitation;
Bidder’s experience and/or qualifications, past experience, administrative cost,
standardization, technical evaluation and oral and/or written presentations as required. SVCE
reserves the right to accept all or part, or to decline the whole, and to award this RFP to one
(1) or more Bidders. There is no obligation to buy. The RFP, if awarded, will be in the
judgement of SVCE the most responsive to the agency’s needs.
16 High Level Scope of Work
A. Overview
Silicon Valley Clean Energy seeks a creative agency to develop and execute marketing
campaigns that assist with customer inspiration, education, and awareness of clean energy
for the purposes of electrification and decarbonization. SVCE is seeking a multi-year
partnership that will provide integrated marketing services that help advance the agency’s
overall mission to combat climate change, but also to promote specific programs as they are
developed and launched.
The focus on electrification is crucial to helping achieve SVCE’s goals to reduce carbon
emissions. Nearly half of all regional pollution comes from gas-powered cars, and a third from
burning methane gas in buildings. To address the climate crisis, consumers must be inspired
and educated to act and adopt non-polluting electric vehicles and efficient, electric home
appliances.
SVCE has a variety of customer offers and services to assist consumers with making the
switch. A creative partner will assist SVCE with helping to increase awareness of these offers,
while also providing broad and targeted consumer education about the need to adopt clean
energy technologies to achieve our climate goals.
Background
From 2018 through 2020, SVCE performed market research and developed customer
personas to identify target audiences for specific campaigns and messaging to deliver
customer programs. Research includes customer surveys and focus groups. Staff is in the
process of performing an updated market survey in fall 2021.
In 2020, the agency also created and launched eHub, a set of online tools and resources to
help customers take the guesswork out of going all electric at home and on the road. This
program also required an overhaul of the SVCE website to make it more focused on customer
inspiration, education, and action for electrification. With the launch of eHub, SVCE worked
with a creative agency to develop and deploy ads across social, digital and out-of-home
placements in spring and summer 2021. This work also included video. SVCE is in the process
of conducting user testing and surveys to gain feedback on the website and eHub tools.
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SVCE is also a funding partner of The Switch Is On, an electrification consumer education
campaign developed and organized by the Building Decarbonization Coalition. SVCE funded
ads for that campaign to be delivered over linear TV, radio, digital and social from November
2020 through January 2021.
SVCE staff has been managing the placement of print ads in local papers. The SVCE service
area has some challenges that bidders will need to be mindful of in their proposals. Since the
SVCE territory in Santa Clara County does not serve the cities of Palo Alto, San Jose and Santa
Clara, and the agency does serve unincorporated county communities scattered throughout,
delivering targeted ads without spillover or waste is a challenge that should be addressed in
campaign planning.
Tasks
1. Work with SVCE staff to identify goals and develop campaigns for eHub, general SVCE
awareness and specific SVCE customer offers and services, as needed.
a. Development work should include identifying themes, creative messaging,
testing messaging, and could include opportunities for marketing activations,
where appropriate.
b. SVCE is interested in developing campaigns to target different audiences,
specifically for customers with different socioeconomic circumstances and
needs, e.g., income level, type of residence (renter v. owner), education level,
etc.
c. For the purposes of this RFO, assume that there will, at a minimum, be two
main campaigns to deliver in 2022:
i. Campaign #1 – Promote eHub and associated resources (Solar +
Battery, EVs and electric appliances)
ii. Campaign #2 – Whole home electrification program participation and/or
rebates for major electric appliances
2. Creative development
a. Consultant will be responsible for creating all ad artwork or videos, including
sizing modifications for different platforms and display ads
b. This includes the following types of assets, which should be identified as part
of time estimates in the cost proposal. SVCE would expect to deploy at least
four different creative executions for each, unless otherwise noted:
i. Digital display ads
ii. Social media ads for Facebook and Instagram
iii. Out-of-home ads for busses or bus shelters
iv. At least two videos of varying lengths for different platforms, 1 min., 30
sec., and 15 sec. versions
v. 1 radio ad
c. Consultant must plan to deploy ads in additional languages for the SVCE target
languages other than English – Spanish, traditional Chinese, and Vietnamese.
The consultant may utilize the SVCE translation vendor, subject to pricing and
availability. Bidders please indicate ability to work on cross-cultural marketing
campaigns.
3. Deploy ads according to planned campaign timelines (TBD) and on an as-needed basis.
Work with media companies to negotiate rates on behalf of SVCE.
4. Provide SVCE with reporting on campaign performance and provide recommendations
for optimization and improvements to help achieve identified goals.
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Timing
SVCE does not have a strict timeline for deploying ads and would prefer taking the time to
focus on creative development and planning. However, there are always opportunities to
elevate climate action in the minds of consumers around Earth Day (April 22), during summer
heat waves, and the fall when Public Safety Power Shutoffs threaten reliability.
Example Pitch
SVCE requests that bidders selected for interviews be prepared to present and pitch an
example campaign concept to get consumers to take advantage of a rebate program for heat
pump water heaters (HPWH) or heat pump heating and cooling. The bidder may select which
technology type to feature for this pitch. While SVCE has been running a successful HPWH
rebate program for several years, the topic of a water heater has not necessarily been the
most interesting for many consumers. SVCE does not currently have a rebate for heat pump
heating and cooling devices, but this is on the horizon and the technology suffers from the
same lack of consumer awareness. This exercise is for SVCE to get a sense of the bidder’s
creativity and approach to elevating heat pump technologies as attractive appliances that are
more efficient, higher performing and better for the environment. Bidder’s can learn more
about the technologies and the SVCE rebate program at svcleanenergy.org/water-heating and
in eHub.
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ATTACHMENT A – SVCE STANDARD CONTRACT
AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND
CLICK TO ENTER CONSULTANT’S NAME
FOR
CLICK TO ENTER SERVICES THAT WILL BE PROVIDED
THIS AGREEMENT (“Agreement”), is entered into this Click here to enter DAY. day of ENTER
MONTH., ENTER YEAR., by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent
public agency, ("Authority"), and Click here to enter Consultant’s name., a Click here to enter entity type
(California corporation, partnership, etc.). whose address is Click here to enter address. (hereinafter
referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).
RECITALS:
A. Authority is an independent public agency 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. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement pursuant to the terms and conditions
described herein.
C. Authority and Consultant desire to enter into an agreement for Click here to enter a
description of work to be performed. upon the terms and conditions herein.
NOW, THEREFORE, the Parties mutually agree as follows:
1. TERM
The term of this Agreement shall commence on Click here to enter beginning of term., and shall
terminate on Click here to enter end of term., unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall perform each and every service set forth in Exhibit "A" pursuant to the schedule
of performance set forth in Exhibit "B," both of which are attached hereto and incorporated herein by this
reference.
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3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total
amount not to exceed Click here to enter amount of compensation in words. dollars ($Click here to enter
amount of compensation in numerals..00) based on the rates and terms set forth in Exhibit "C," which is
attached hereto and incorporated herein by this reference.
4. TIME IS OF THE ESSENCE
Consultant and Authority agree that time is of the essence regarding the performance of this
Agreement.
5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in a manner commensurate
with the prevailing standards of specially trained professionals in the San Francisco Bay Area under similar
circumstances and in a manner reasonably satisfactory to Authority and agrees that all services shall be
performed by qualified and experienced personnel. Consultant shall be responsible to Authority for any
errors or omissions in the performance of work pursuant to this Agreement. Should any errors caused by
Consultant be found in such services or products, Consultant shall correct the errors at no additional
charge to Authority by redoing the professional work and/or revising the work product(s) called for in the
Scope of Services to eliminate the errors. Should Consultant fail to make such correction in a reasonably
timely manner, such correction may be made by Authority, and the cost thereof shall be charged to
Consultant. In addition to all other available remedies, Authority may deduct the cost of such correction
from any retention amount held by Authority or may withhold payment otherwise owed Consultant under
this Agreement up to the amount of the cost of correction.
6. INDEPENDENT PARTIES
Authority and Consultant intend that the relationship between them created by this Agreement
is that of an independent contractor. The manner and means of conducting the work are under the
control of Consultant, except to the extent they are limited by statute, rule or regulation and the express
terms of this Agreement. No civil service status or other right of employment will be acquired by virtue
of Consultant's services. None of the benefits provided by Authority to its employees, including but not
limited to, unemployment insurance, workers’ compensation plans, vacation and sick leave are available
from Authority to Consultant, its employees or agents. Deductions shall not be made for any state or
federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-
employee relationship from any fees due Consultant. Payments of the above items, if required, are the
responsibility of Consultant. Consultant shall indemnify and hold harmless Authority and its elected
officials, officers, employees, servants, designated volunteers, and agents serving as independent
contractors in the role of Authority officials, from any and all liability, damages, claims, costs and expenses
of any nature to the extent arising from Consultant’s personnel practices. Authority shall have the right
to offset against the amount of any fees due to Consultant under this Agreement any amount due to
Authority from Consultant as a result of Consultant’s failure to promptly pay to Authority any
reimbursement or indemnification arising under this section.
7. 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 March 31, 2016, and is a public entity separate from its constituent members.
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Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising
out of this Agreement. Consultant 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.
8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Consultant,
shall not discriminate against any employee, subcontractor or applicant for employment because of race,
color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin,
ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual
orientation, military or veteran status, or other basis prohibited by law, except as provided in Government
Code section 12940. Consultant shall have responsibility for compliance with this Section.
9. HOLD HARMLESS AND INDEMNIFICATION
A. General Indemnification. To the fullest extent permitted by law, Consultant shall, at its sole
cost and expense, defend, hold harmless and indemnify Authority and its elected officials, officers,
attorneys, agents, employees, designated volunteers, successors, assigns and those Authority agents
serving as independent contractors in the role of Authority officials (collectively “Indemnitees”), from and
against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings,
expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants,
attorneys, or other professionals and all costs associated therewith and the payment of all consequential
damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise
out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers,
agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants
or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the
performance of this Agreement, including the Indemnitees’ active or passive negligence, except for
Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court
decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or
actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all
costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with
such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs
incurred by Indemnitees in connection therewith.
B. Intellectual Property Indemnification. Consultant hereby certifies that it owns, controls, or
licenses and retains all right, title, and interest in and to any intellectual property it uses in relation to this
Agreement, including the design, look, feel, features, source code, content, and other technology relating
to any part of the services and including all related patents, inventions, trademarks, and copyrights, all
applications therefor, and all trade names, service marks, know how, and trade secrets (collectively
referred to as “IP Rights”), except as otherwise expressly provided by this Agreement. Consultant warrants
that the services to be provided pursuant to this Agreement do not infringe, violate, trespass, or constitute
the unauthorized use or misappropriation of any IP Rights of any third party. Consultant shall indemnify,
defend, and hold Indemnitees, harmless from and against any Liabilities by a third party that the services
to be provided pursuant to this Agreement infringe or violate any third-party’s IP Rights, provided any
such right is enforceable in the United States. Such costs and expenses shall include reasonable attorneys’
fees of counsel of Authority’s choice, expert fees and all other costs and fees of litigation.
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C. The acceptance of the services by Authority shall not operate as a waiver of these rights of
indemnification. The hold harmless and indemnification provisions of this Section shall apply regardless
of whether or not any insurance policies are determined to be applicable to the Liability.
D. Consultant’s indemnifications and obligations under this section shall survive the expiration
or termination of this Agreement.
10. INSURANCE
A. General Requirements. On or before the commencement of the term of this Agreement,
Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered,
effective dates and dates of expiration of insurance coverage in compliance with the requirements listed
in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and
certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also
contain substantially the following statement: "Should any of the above insurance covered by this
certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording
coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail,
Attention: Chief Executive Officer." Consultant shall maintain in force at all times during the performance
of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance
company that is acceptable to Authority and licensed to do insurance business in the State of California.
Endorsements naming the Authority as additional insured shall be submitted with the insurance
certificates.
B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils
for which he/she has agreed to provide comprehensive general and automotive liability insurance,
Consultant shall look solely to his/her/its insurance for recovery. Consultant hereby grants to Authority,
on behalf of any insurer providing comprehensive general and automotive liability insurance to either
Consultant or Authority with respect to the services of Consultant herein, a waiver of any right to
subrogation which any such insurer of Consultant may acquire against Authority by virtue of the payment
of any loss under such insurance.
C. Failure to Secure or Maintain Insurance. If Consultant at any time during the term hereof
should fail to secure or maintain the foregoing insurance, Authority shall be permitted to obtain such
insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the
Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed
from the date written notice is received that the premiums have not been paid.
D. Additional Insured. Authority, its members, officers, employees and volunteers shall be
named as additional insureds under all insurance coverages, except any professional liability insurance,
required by this Agreement. The naming of an additional insured shall not affect any recovery to which
such additional insured would be entitled under this policy if not named as such additional insured. An
additional insured named herein shall not be held liable for any premium, deductible portion of any loss,
or expense of any nature on this policy or any extension thereof. Any other insurance held by an
additional insured shall not be required to contribute anything toward any loss or expense covered by the
insurance provided by this policy.
E. Sufficiency of Insurance. The insurance limits required by Authority are not represented
as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance
broker to determine adequate coverage for Consultant.
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F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any
available insurance proceeds broader than or in excess of the specified minimum Insurance coverage
requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements
for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the
broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the
named insured, whichever is greater.
11. CONFLICT OF INTEREST
Consultant warrants that it, its officers, employees, associates and subcontractors, presently
have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that
would conflict in any way with the performance of this Agreement, and that it, its officers,
employees, associates and subcontractors, will not employ any person having such an interest.
Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all
conflict of interest statutes of the State of California applicable to Consultant’s services under this
Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government
Code Section 1090. During the term of this Agreement, Consultant may perform similar services
for other clients, but Consultant and its officers, employees, associates and subcontractors shall
not, without the Authority Representative’s prior written approval, perform work for another
person or entity for whom Consultant is not currently performing work that would require
Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision
under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a
clause substantially similar to this section into any subcontract that Consultant executes in
connection with the performance of this Agreement. Consultant understands that it may be
required to fill out a conflict of interest form if the services provided under this Agreement require
Consultant to make certain governmental decisions or serve in a staff Authority, as defined in Title
2, Division 6, Section 18700 of the California Code of Regulations.
12. PROHIBITION AGAINST TRANSFERS
Consultant 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. However, claims for money by Consultant from Authority under this Agreement may be assigned
to a bank, trust company or other financial institution without prior written consent. Written notice of
such assignment shall be promptly furnished to Authority by Consultant.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital
stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or
cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in
changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means
fifty percent (50%) or more of the voting power of the corporation.
13. SUBCONTRACTOR APPROVAL
Unless prior written consent from Authority is obtained, only those persons and subcontractors
whose names are attached to this Agreement shall be used in the performance of this Agreement.
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In the event that Consultant employs subcontractors, such subcontractors shall be required to
furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile
and professional liability insurance in substantial conformity to the insurance carried by Consultant. In
addition, any work or services subcontracted hereunder shall be subject to each provision of this
Agreement.
Consultant agrees to include within their subcontract(s) with any and all subcontractors the same
requirements and provisions of this Agreement, including the indemnity and insurance requirements, to
the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall
agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant
is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions
within any sub-subcontract. Consultant shall provide a copy of the Indemnity and Insurance provisions of
this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid
certificates of insurance and the required endorsements prior to commencement of any work and will
provide proof of compliance to Authority.
14. REPORTS
A. Each and every report, draft, work product, map, record and other document, hereinafter
collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant
pursuant to or in connection with this Agreement, shall be the exclusive property of Authority. Consultant
shall not copyright any Report required by this Agreement and shall execute appropriate documents to
assign to Authority the copyright to Reports created pursuant to this Agreement. Any Report, information
and data acquired or required by this Agreement shall become the property of Authority, and all
publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to the
Authority pursuant to this Agreement.
B. All Reports prepared by Consultant may be used by Authority in execution or
implementation of: (1) The original project for which Consultant was hired; (2) Completion of the original
project by others; (3) Subsequent additions to the original project; and/or (4) Other Authority projects as
Authority deems appropriate in its sole discretion.
C. Consultant shall, at such time and in such form as Authority may require, furnish reports
concerning the status of services required under this Agreement.
D. All Reports shall also be provided in electronic format, both in the original file format (e.g.,
Microsoft Word) and in PDF format.
E. No Report, information or other data given to or prepared or assembled by Consultant
pursuant to this Agreement that has not been publicly released shall be made available to any individual
or organization by Consultant without prior approval by Authority.
F. Authority shall be the owner of and shall be entitled upon request to immediate
possession of accurate reproducible copies of Reports or other pertinent data and information gathered
or computed by Consultant prior to termination of this Agreement or upon completion of the work
pursuant to this Agreement.
15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts
and other such information required by Authority that relate to the performance of services under this
Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be
clearly identified and readily accessible. Consultant shall provide free access to such books and records
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to the representatives of Authority or its designees at all proper times, and gives Authority the right to
examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all
work, data, documents, proceedings and activities related to this Agreement. Such records, together with
supporting documents, shall be maintained for a minimum period of five (5) years after Consultant
receives final payment from Authority for all services required under this agreement.
16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in all
matters pertaining to the services to be performed under this Agreement. Click here to enter the name of
Consultant representative. (Consultant Representative”) shall represent Consultant in all matters
pertaining to the services to be performed under this Agreement.
17. CONFIDENTIAL INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information
(collectively “Data”) developed or received by Consultant or provided for performance of this Agreement
are deemed confidential and shall not be disclosed or released by Consultant without prior written
authorization by Authority. Authority shall grant such authorization if applicable law requires disclosure.
Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from
the Authority Representative or unless requested in writing by the Authority Attorney, voluntarily provide
declarations, letters of support, testimony at depositions, response to interrogatories or other
information concerning the work performed under this Agreement or relating to any project or property
located within the Authority. Response to a subpoena or court order shall not be considered “voluntary,”
provided Consultant gives Authority notice of such court order or subpoena.
B. Consultant shall promptly notify Authority should Consultant, its officers, employees,
agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition,
request for documents, interrogatories, request for admissions or other discovery request, court order or
subpoena from any party regarding this Agreement and the work performed thereunder or with respect
to any project or property located within the Authority. Authority may, but has no obligation to, represent
Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate
fully with Authority and to provide Authority with the opportunity to review any response to discovery
requests provided by Consultant. However, Authority’s right to review any such response does not imply
or mean the right by Authority to control, direct or rewrite the response.
C. In the event Authority gives Consultant written notice of a “litigation hold”, then as to all
data identified in such notice, Consultant shall, at no additional cost to Authority, isolate and preserve all
such data pending receipt of further direction from the Authority.
D. Consultant agrees to comply with the confidentiality provisions set forth in Exhibit “E,”
attached hereto and incorporated herein by this reference.
E. Consultant’s covenants under this section shall survive the expiration or termination of
this Agreement.
18. NOTICES
Any notice, consent, request, demand, bill, invoice, report or other communication required or
permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal
delivery, (b) on confirmed delivery by courier service during Consultant’s and Authority’s regular business
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hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage
prepaid, and addressed to the Party to be notified as set forth below:
TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:
Click here to enter consultant name.
Click here to enter company name.
Click here to enter street number and street name.
Click here to enter city, state, and zip code.
19. TERMINATION
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in
the manner required hereunder, Consultant shall be deemed in default in the performance of this
Agreement. If Consultant fails to cure the default within the time specified (which shall be determined by
the Authority but shall be not less than 10 days) and according to the requirements set forth in Authority’s
written notice of default, and in addition to any other remedy available to the Authority by law, the
Authority Representative may terminate the Agreement by giving Consultant written notice thereof,
which shall be effective immediately. The Authority Representative shall also have the option, at its sole
discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior
written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant
shall immediately discontinue performance.
In the event of Authority’s termination of this Agreement due to no fault or failure of performance
by Consultant, Authority shall pay Consultant for services satisfactorily performed up to the effective date
of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies
of studies, sketches, drawings, computations, and other material or products, whether or not completed,
prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall
become the property of Authority. Consultant shall have no other claim against Authority by reason of
such termination, including any claim for compensation.
20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances,
codes, regulations and requirements which may, in any manner, affect those employed by it or in any way
affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe
and comply with all such laws and regulations. Authority, and its officers and employees, shall not be
liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.
Consultant represents and agrees that all personnel engaged by Consultant in performing services
are and shall be fully qualified and are authorized or permitted under state and local law to perform such
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services. Consultant represents and warrants to Authority that it has all licenses, permits, certificates,
qualifications, and approvals required by law to provide the services and work required to perform
services under this Agreement, including a business license. Consultant further represents and warrants
that it shall keep in effect all such licenses, permits, and other approvals during the term of this
Agreement.
21. 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 Santa
Clara, State of California.
22. ADVERTISEMENT
Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs,
advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed
under this Agreement unless prior written approval has been secured from Authority to do otherwise.
23. 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.
24. 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 Consultant.
25. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have the legal
Authority and authority to do so on behalf of their respective legal entities.
26. 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.
27. 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.
28. AUTHORITY’S RIGHTS TO EMPLOY OTHER CONSULTANTS
Authority reserves the right to employ other consultants in connection with the subject matter of
the Scope of Services.
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29. EXHIBITS
The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this
reference as though set forth in full in the Agreement. If any inconsistency exists or arises between a
provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and
a provision of Consultant’s proposal, the provisions of this Agreement shall control.
30. FORCE MAJEURE
Consultant shall not be liable for any failure to perform its obligations under this Agreement if
Consultant presents acceptable evidence, in Authority’s sole judgment, that such failure was due to acts
of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials,
governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or
hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s
reasonable control and not due to any act by Consultant.
31. FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE
The acceptance by Consultant of the final payment made under this Agreement shall operate as
and be a release of Authority from all claims and liabilities for compensation to Consultant for anything
done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any
negotiation of Authority’s check or the failure to make a written extra compensation claim within ten
calendar days of the receipt of that check. However, approval or payment by Authority shall not
constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees,
subcontractors and agents for the accuracy and competency of the information provided and/or work
performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or
liability by Authority for any defect or error in the work prepared by Consultant, its employees,
subcontractors and agents.
32. ATTORNEY FEES
In any litigation or other proceeding by which a Party seeks to enforce its rights under this
Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under
this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other
costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief
to which that Party may be entitled.
33. SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be illegal, invalid,
void, or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
34. SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall be binding on the successors and assigns of the
Parties to this Agreement.
35. NO THIRD PARTY BENEFICIARIES INTENDED
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective
successors and assigns, and no other person or entity may have or acquire a right by virtue of this
Agreement.
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36. COUNTERPARTS; FACSIMILE/PDF/ELECTRONIC SIGNATURE
This Agreement may be executed in multiple counterparts, all of which shall be deemed an original,
and all of which will constitute one and the same instrument. The Parties agree that a facsimile, PDF or
electronic signature may substitute for and have the same legal effect as the original signature.
37. DRAFTING PARTY
This Agreement shall be construed without regard to the Party that drafted it. Any ambiguity shall
not be interpreted against either Party and shall, instead, be resolved in accordance with other applicable
rules concerning the interpretation of contracts.
IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set
forth above.
RECOMMENDED FOR APPROVAL
___________________________
Enter Your Name, Enter Your Title
RECOMMENDED FOR APPROVAL
__________________________________________________________
Amrit Singh, Chief Financial Officer/Director of Administrative Services
CONSULTANT NAME
Enter Consultant’s Name
By: ________________________
Name: ______________________
Title: _______________________
Date: _______________________
SILICON VALLEY CLEAN ENERGY
AUTHORITY
A Joint Powers Authority
By: _______________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: ______________________
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Exhibit A
Scope of Services
Click here to enter text.
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Exhibit B
Schedule of Performance
Click here to enter text.
This schedule may be modified with the written approval of the Authority.
Task
Begin
Complete
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
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Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and
conditions of this Agreement based on the rates and compensation schedule set forth below.
Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget
amount set forth below.
The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A”
and reimbursable expenses shall not exceed a total of Click here to enter dollar amount in words. dollars
($Click here to enter dollar amount in numerals.), as set forth below. Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of compensation set
forth herein shall be at no cost to Authority unless previously approved in writing by Authority.
Task
Estimated Budget
1.
$ XX,000
2.
$ XX,000
3.
4.
5.
6.
7.
8.
9.
10.
Total
Rates
Personnel
Title
Hourly
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Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority
describing the services performed and the applicable charges (including a summary of the work performed
during that period, personnel who performed the services, hours worked, task(s) for which work was
performed). Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after
receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due
amounts.
Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing,
insurance and other ordinary business expenses are included within the scope of payment for services
and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by
Authority.
Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance
written authorization from Authority Representative prior to commencement of any additional services.
Consultant shall submit, at the Authority Representative’s request, a detailed written proposal including
a description of the scope of additional services, schedule, and proposed maximum compensation. Any
changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be
incorporated by written amendments to this Agreement.
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[Review insurance coverage and amounts to confirm they are appropriate for each scope of service]
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:
A. COVERAGE:
(1) Workers' Compensation:
Statutory coverage as required by the State of California.
(2) Liability:
Commercial general liability coverage with minimum limits of $1,000,000 per
occurrence and $2,000,000 aggregate for bodily injury and property damage.
ISO occurrence Form CG 0001 or equivalent is required.
(3) Automotive:
Comprehensive automotive liability coverage with minimum limits of $1,000,000 per
accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is
required.
(4) Professional Liability
Professional liability insurance which includes coverage for the professional acts, errors
and omissions of Consultant in the amount of at least $1,000,000.
(5) Privacy and Cybersecurity Liability [May be reduced or eliminated based
on scope of services]
Privacy and cybersecurity liability (including costs arising from data destruction, hacking
or intentional breaches, crisis management activity related to data breaches, and legal
claims for security breach, privacy violations, and notification costs of at least
$5,000,000 US per occurrence.
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Exhibit E
Confidentiality Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of
Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information
(collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection
herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal
continuing representations and warranties by Consultant:
1. The Confidential Information disclosed to Consultant in connection herewith may include, without
limitation, the following information about Authority Customers: (a) names; (b) addresses; (c)
telephone numbers and email addresses; (d) service agreement numbers and account numbers;
(e) meter and other identification numbers; (f) Authority-designated account numbers; (g)
electricity and gas usage (including monthly usage, monthly maximum demand, electrical or gas
consumption, HP load, and other data detailing electricity or gas needs and patterns of usage);
(h) billing information (including rate schedule, baseline zone, CARE participation, end use code
(heat source) service voltage, medical baseline, meter cycle, bill cycle, balanced payment plan and
other plans); (i) payment / deposit status; (j) number of units; and (k) other similar information
specific to Authority Customers individually or in the aggregate. Confidential Information shall
also include specifically any copies, drafts, revisions, analyses, summaries, extracts, memoranda,
reports and other materials prepared by Consultant or its representatives that are derived from or
based on Confidential Information disclosed by Authority, regardless of the form of media in which
it is prepared, recorded or retained.
2. Except for electric and gas usage information provided to Consultant pursuant to this Agreement,
Confidential Information does not include information that Consultant proves (a) was properly in
the possession of Consultant at the time of disclosure; (b) is or becomes publicly known through
no fault of Consultant, its employees or representatives; or (c) was independently developed by
Consultant, its employees or representatives without access to any Confidential Information.
3. From the Effective Date, no portion of the Confidential Information may be disclosed, disseminated
or appropriated by Consultant, or used for any purpose other than the purposes set forth in the
Agreement.
4. Consultant shall, at all times and in perpetuity, keep the Confidential Information in the strictest
confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure
or use of Confidential Information. Consultant shall implement and maintain reasonable security
procedures and practices appropriate to the nature of the information, to protect the personal
information from unauthorized access, destruction, use, modification, or disclosure and prohibits
the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict
access to Confidential Information, and to materials prepared in connection therewith, to those
employees or representatives of Consultant who have a “need to know” such Confidential
Information in the course of their duties with respect to the Consultant program and who agree to
be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to
disclosing any Confidential Information to its employees or representatives, Consultant shall
require such employees or representatives to whom Confidential Information is to be disclosed
to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant
shall not disclose Confidential Information or otherwise make it available, in any form or manner,
to any other person or entity that is not Consultant’s employee or representative (a “Third Party”),
3
except where that Third Party has separately entered into a nondisclosure agreement with
Authority.
5. Notwithstanding the above, Consultant may disclose Confidential Information to the extent
required by an order, subpoena, or lawful process requiring the disclosure of such Confidential
Information issued by a court or other governmental authority of competent jurisdiction, provided
that Consultant notifies Authority immediately upon receipt thereof to allow Authority to seek
protective treatment for such Confidential Information.
6. Consultant shall immediately notify Authority if it reasonably believes that there has been
unauthorized access to the Confidential Information by a non-authorized person that could
reasonably result in the use, disclosure, or theft of the Confidential Information.
7. It shall be considered a material breach of this Agreement if Consultant engages in a pattern or
practice of accessing, storing, using, or disclosing the Confidential Information in violation of the
contractual obligations described herein. Consultant understands that if Authority finds that
Consultant is engaged in a pattern or practice of accessing, storing, using, or disclosing
Confidential Information in violation of this Agreement Authority shall promptly cease all
disclosures of Confidential Information to Consultant. Consultant further understands that if
Authority receives a customer complaint about Consultant’s misuse of data or other violation of
the Disclosure Provisions, Authority shall promptly cease disclosing that customer’s information
to Consultant and shall notify the California Public Utilities Commission of the complaint.
8. Consultant shall be liable for the actions of, or any disclosure or use by, its employees or
representatives contrary to this Agreement; however, such liability shall not limit or prevent any
actions by Authority directly against such employees or representatives for improper disclosure
and/or use. In no event shall Consultant or its employees or representatives take any actions related
to Confidential Information that are inconsistent with holding Confidential Information in strict
confidence. Consultant shall immediately notify Authority in writing if it becomes aware of the
possibility of any misuse or misappropriation of the Confidential Information by Consultant or any
of its employees or representatives. However, nothing in this Agreement shall obligate the
Authority to monitor or enforce the Consultant’s compliance with the terms of this Agreement.
9. Consultant shall comply with the consumer protections concerning subsequent disclosure and use
set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-
045.
10. In addition to any other requirements set forth in the Agreement, within ten (10) business days of
receipt of Authority’s written request, and at Authority’s option, Consultant will either return to
Authority all tangible Confidential Information, including but not limited to all electronic files,
documentation, notes, plans, drawings, and copies thereof, or will provide Authority with written
certification that all such tangible Confidential Information of Authority has been destroyed.
11. Consultant acknowledges that disclosure or misappropriation of any Confidential Information
could cause irreparable harm to Authority and/or Authority Customers, the amount of which may
be difficult to assess. Accordingly, Consultant hereby confirms that the Authority shall be entitled
to apply to a court of competent jurisdiction or the California Public Utilities Commission for an
injunction, specific performance or such other relief (without posting bond) as may be appropriate
in the event of improper disclosure or misuse of its Confidential Information by Consultant or its
4
employees or representatives. Such right shall, however, be construed to be in addition to any other
remedies available to the Authority, in law or equity.
12. In addition to all other remedies, Consultant shall indemnify and hold harmless Authority, its
officers, employees, or agents from and against and claims, actions, suits, liabilities, damages,
losses, expenses and costs (including reasonable attorneys’ fees, costs and disbursements)
attributable to actions or non-actions of Consultant and/or its employees and/or its representatives
in connection with the use or disclosure of Confidential Information.
13. When Consultant fully performs the purposes set forth in the Agreement, or if at any time
Consultant ceases performance or Authority requires Consultant cease performance of the purposes
set forth in the Agreement, Consultant shall promptly return or destroy (with written notice to
Authority itemizing the materials destroyed) all Confidential Information then in its possession at
the direction of Authority. Notwithstanding the foregoing, the nondisclosure obligations of this
Agreement shall survive any termination of this Agreement.
