Consent Item 11
Consent Item 11
To: Ava Community Energy Authority
From: Annie Henderson, Chief Customer Officer
Subject: Notice of Selection for Customer Programs Strategy Engagement Consultant
Date: October 21, 2026
__________________________________________________________________ Summary/Notice
Staff provides notice that it will enter into a consulting services agreement with the Institute for Local Government (ILG), with CivicWell as its subconsultant, to facilitate external stakeholder engagement for Ava’s Customer Programs Strategy. The contracted value falls within the Chief Executive Officer’s $250,000 signature authority.
Given the level of board and public interest in this work and for comprehensive disclosure and transparency, staff is providing the Board with an update on the status of this contract.
The scope for external stakeholder engagement includes six targeted stakeholder discussions, five in-person public workshops, two virtual public workshops, and a synthesis of feedback to inform Ava’s strategy.
The Executive Committee received an update on this agreement at their October 7, 2026 meeting. Board member comments and public comments were supportive of the selected bidder and the selection process.
Financial Impact
Consent Item 11
This contract has a not-to-exceed (NTE) amount of $242,365 for the term of November 2026 through December 2027.
Analysis and Context
Ava is developing a Customer Programs Strategy to guide customer program decisions over the next five years. Staff will lead the strategy and internal engagement with Board and Community Advisory Committee ad hoc groups, municipal staff, and Ava subject matter experts. Ava will also engage through its regular public meetings and customer surveys. The engagement consultant will lead the separately scoped targeted discussions and public workshops, then document and synthesize input for staff to consider in developing the strategy.
Request for Proposals and Evaluation
Ava issued the engagement consultant Request for Proposal (RFP) in July 2026 and received nine conforming proposals by the August 27 deadline. The RFP sought an approach to targeted stakeholder meetings and public workshops, accessible participation, project coordination, and concise synthesis of feedback. Bidders were asked to price two scopes. Option 1 included three targeted meetings, two in-person workshops, and one virtual workshop; Option 2 included six targeted meetings, five in-person workshops, and two virtual workshops. Staff recommended Option 2 at the September Community Advisory Committee and Board meetings, and both bodies supported the broader engagement scope.
Staff evaluated the proposals against the RFP criteria, including stakeholder engagement approach, project management and delivery, team qualifications and relevant experience, cost, and applicable procurement preferences. Four bidders advanced to interviews during the week of September 14. Staff considered the written proposals, interviews, and subsequent scope and pricing discussions in selecting ILG and CivicWell.
Selection of Institute for Local Government and CivicWell The Institute for Local Government (ILG) is a nonprofit organization based in Sacramento and located in a disadvantaged community. ILG would serve as the contract lead, with CivicWell, another nonprofit organization, as a subconsultant.
Together, the team brings extensive experience designing and facilitating inclusive stakeholder engagement processes for public agencies, with a focus on incorporating community input into decision-making, building long-term relationships, and engaging communities most impacted by climate and policy decisions.
Consent Item 11
The ILG and CivicWell team demonstrated strong experience facilitating discussions across climate, energy, transportation, and other public-sector topics with diverse stakeholder groups. ILG has applied its engagement approach through work with local governments, regional agencies, and state partners, including the San Joaquin Council of Governments, California Strategic Growth Council, and California Air Resources Board. CivicWell complements this experience with decades of climate and energy expertise and established relationships with local governments, Community Choice Aggregators, Regional Energy Networks, utilities, state agencies, and community-serving organizations. Through the California Climate and Energy Collaborative and other regional convenings, CivicWell has experience bringing together diverse stakeholders to identify priorities, needs, challenges, and opportunities for action.
Staff also valued ILG’s existing relationships in San Joaquin County, where Ava is continuing to build connections with community organizations and stakeholders. While several proposers demonstrated strong relationships in Alameda County, ILG brought particularly relevant experience and connections in San Joaquin County and identified opportunities to help Ava expand its relationships in the region.
The ILG and CivicWell team also presented a clear and well-organized approach in both its proposal and interview and demonstrated the communication and facilitation skills needed for this assignment. The combined ILG and CivicWell team has sufficient capacity to support multiple engagement activities concurrently, allowing planning, outreach, facilitation preparation, technical coordination, and documentation to advance in parallel.
ILG’s proposed cost of approximately $242,000 was below the average proposal received for the same scope and was considered reasonable relative to the team’s proposed approach, qualifications, and level of effort. Overall, the team’s engagement and facilitation expertise, relevant climate and energy experience, local relationships, project capacity, and proposed cost support staff’s recommendation to select ILG and CivicWell for this work.
Next Steps
Contract negotiations are underway. Staff anticipates a kickoff in November 2026 and consultant-supported engagement to take place in January through June 2027. Under the Administrative Procurement Policy, the Chief Executive Officer has authority to sign agreements under $250,000.
Attachments
A. October 7, 2026 Executive Committee Slide Deck
Consent Item 11
B. Form of Consulting Services Agreement with example scope of work Receive Staff Report on
Customer Programs
Strategy Engagement
Consultant Selection
Executive Committee
10/7/26
Attachment Consent Item 11A
Agenda, Background, &
Timeline
2 Attachment Consent Item 11A
Agenda
3 • Project Background & Timeline
• Overview of Broad Engagement Plan
• Overview of Responses to External Engagement Request For Proposals (RFP) • Recommended Bid Selection
▪ Qualifications
▪ Additional Rationale
▪ Summary of Cost & Hours
▪ Team: Key Personal & Program Managers
• Conclusion & Next Steps
Attachment Consent Item 11A
Background
Staff is working on a Customer Programs Strategy that will guide programmatic decisions for the next 5 years.
As a critical part of this effort, staff seeks to contract with an engagement consultant who can facilitate stakeholder discussion groups and public workshops, and summarize stakeholder and public responses to inform the Customer Programs Strategy.
Following our Administrative Procurement Policy, staff issued a Request for Proposals in July 2026, received 9 conforming bids in August 2026, and selected a respondent to perform the desired work. This presentation provides information on the selected party with whom we plan to execute a Consulting Services Agreement. 4 Focus for today’s agenda item:
Receive a report on staff’s recommended Customer Programs Strategy engagement consultant selection and intended path to contract execution
Attachment Consent Item 11A
Timeline
5 Issuance of RFP July 24, 2026
Deadline to submit proposals August 27, 2026
Finalist interviews Week of September 14, 2026
Presentation of RFP responses to the Board September 16, 2026 Bidder Selection Week of September 21, 2026
Final negotiations Underway
Presentation of selected bidder to Executive Committee October 7, 2026 Contract Approval by Board of Directors October 21, 2026
TENTATIVE TIMELINE FOR ENGAGEMENT ACTIVITIES
Kickoff meeting Ava and Consultant November 2026
Consultant-Supported Engagement begins January 2027
Consultant-Supported Engagement ends June 2027
Attachment Consent Item 11A
Engagement Plan and RFP
Response Overview
6 Attachment Consent Item 11A
Overview of Engagement
7 • Ava staff will facilitate all internal engagement with ad hoc groups and subject matter experts and external engagement through presentations at regular public meetings and customer surveys. • The consultant will facilitate external engagement through focused group discussions and public workshops.
Internal
Ad Hoc Group of Board
Ad Hoc Group of CAC
Ad Hoc Group of Local Municipal Staff
Ava Staff Subject Matter Experts
External
Targeted Stakeholder Meetings
(still TBD, below are likely groups)
● Local Community Based Organizations
● Labor
● Industry
● Agriculture Customers
● Large Commercial Customers
● Small & Medium Commercial Customers
General Public
● Survey Data
● Public Workshops
Regular Public Meetings of Board and CAC
Attachment Consent Item 11A
Summary of Scope and Responses
8 Across 9 bids Option 1 Option 2
Minimum Bid Response $74,000 $124,000
Maximum Bid Response $364,000 $507,000
Average $172,000 $267,000
Engagement Activity Option 1 Option 2
Targeted Stakeholder Meetings 3 6
In-Person Public Workshops 2 5
Virtual Public Workshops 1 2
Total Engagements 6 13
At the September CAC and
Board meetings, staff
recommended proceeding
with Option 2 for the scope
of external engagement
activities.
This recommendation was
supported by both CAC and
the Board.
Attachment Consent Item 11A
Staff Bid Selection
9 Attachment Consent Item 11A
Selected Bidder
10 After conducting interviews with four bidders, staff has selected the Institute for Local Government, and their sub-consultant CivicWell.
Stakeholder Engagement Expertise - ILG has more than a decade of experience designing and implementing inclusive, equity-centered engagement processes.
ILG’s engagement work focuses on the following elements:
• Meaningful engagement that incorporates community input into decisions and outcomes • Consistent application of authentic engagement practices across programs and initiatives • Focus on building trust and long-term relationships with communities and stakeholders • Prioritization of communities most impacted by environmental and policy decisions Facilitation Expertise - CivicWell has extensive experience facilitating regional convenings with diverse stakeholder groups. Two examples include Regional Energy and Climate Hubs (REACH) and Catalyst Convenings. • As the administrator of the California Climate and Energy Collaborative (CCEC), CivicWell convenes and coordinates community-serving organizations and government agencies in regions across the state through REACH.These convenings provide an avenue for ongoing engagement with state agencies, share knowledge and best practices, and help stakeholders identify and document the region’s priorities, needs, and challenges. • CivicWell also collaborates with the California Governor’s Office of Land Use and Climate Innovation (LCI) and the California StrategicGrowth Council (SGC) to convene a series of regional Catalyst Convenings across the state to help each region advance community-driven climate and land use priorities.
Relevant Subject Matter Expertise - ILG has applied their approach across a range of climate, sustainability, and other planning efforts, including work with cities of San Diego, Maywood, and La Puente; the Strategic Growth Council; San Joaquin Council of Governments; California Air Resources Board; and voter engagement work with Orange County. CivicWell complements that experience with more than four decades of climate and energy work and established engagement with California local governments, Community Choice Aggregators, Regional Energy Networks, utilities, state agencies, and other energy-sector partners.
Project Management and Synthesis - The team has sufficient capacity to accommodate multiple engagement activities concurrently and adjust quickly as Ava needs or timing evolves. The integrated ILG-CivicWell team structure also provides flexibility to advance meeting planning, technical content development, outreach, facilitation preparation, and documentation concurrently during periods of concentrated engagement.
Qualifications
Attachment Consent Item 11A
Selected Bidder - Institute for Local Government
11 Staff expertise and capacity: The combined ILG and CivicWell team brings extensive experience in facilitation and engagement with our target audience in the topic areas that we wish to discuss. They have committed the necessary time to deliver a high quality work product for our customers that will strengthen the strategy that comes out of the engagement efforts.
Local Relationships: While many bidders had examples of strong relationships in Alameda County, fewer had strong alliances in San Joaquin County. Ava Community Energy has, over the course of the last 8+ years of service, developed relationships with local groups and community-based organizations in Alameda County, and we are actively building those relationships in San Joaquin County. ILG had numerous examples of San Joaquin-based relationships and repeatedly noted their desire to help us expand our connections in this region, which is a clear value-add to this effort.
Clarity of proposal and interview: ILG submitted a strong proposal, with clear examples of relevant work and descriptions of the approach to the scope presented in the RFP. Their interview presentation exhibited their strong communication skills, an essential to the work of engaging with our stakeholders.
Pricing: ILG’s hourly rates, distribution of staff hours, total hours, and direct costs are reasonable and meet our expectations. Their total bid of approximately $242,000 fell in the middle of the range of responses received and below the average bid.
Additional considerations: ILG is a non-profit located in a disadvantaged community in Sacramento. CivicWell is also a non-profit.
Additional Rationale for Selection
Attachment Consent Item 11A
Highlights of Their Work
12 Project: Stockton Mobility Collective: Sustainable
Transportation and Equity Project Implementation Grant
● Client: San Joaquin Council of Governments
● Years: 2021-2024
The Stockton Mobility Collective is a multi-partner initiative designed to expand equitable access to clean transportation through electric bikeshare and carshare, EV charging
infrastructure, mobile ticketing, financial incentives, and workforce development. ILG designed and implemented
community engagement informing program siting, design, and implementation. The engagement created a direct feedback loop between residents, community partners, and program implementers, allowing the project team to identify barriers, test assumptions, and refine decisions related to program design, siting, incentives, and implementation.
As part of a larger scope, ILG coordinated a peer learning network connecting public agencies, community-based
organizations, and teams responsible for related climate and community investments across the region. ILG also facilitated the bi-monthly STEP Steering Committee, bringing together resident advisors, CBOs, public agencies, and project partners to gather community input, identify implementation barriers, problem-solve emerging issues, and refine program offerings.
Project: State/Local Energy and Climate Coordination
● Client: California Climate and Energy Collaborative
(a consortium of the Regional Energy Networks)
● Years: 2023-2026
The State/Local Energy and Climate Coordination (SLECC) initiative brings state and local leaders together to identify barriers, priorities, and practical opportunities for
accelerating California’s energy and climate goals. As
administrator of the California Climate and Energy
Collaborative (CCEC), CivicWell convenes SLECC
in partnership with state-agency Steering Partners, including the California Strategic Growth Council.
CivicWell designs and coordinates recurring virtual and in-person convenings and maintains a Priorities and Solutions Dashboard documenting issues including building
decarbonization, energy efficiency, transportation
electrification, community resilience, climate action planning, meaningful engagement and access to funding.
Through these activities, CivicWell helps surface local implementation challenges and connect state and local
perspectives on how energy and climate programs, resources and assistance can be delivered more effectively.
Attachment Consent Item 11A
Summary of Cost & Hours
13 Bid Response for Option 2 Option 1
(for reference)
Labor (970 total hours) $169,865 $109,465
Direct Expenses
- Travel
- Meeting facilities, refreshments, & supplies
- Translation & interpretation costs
- Stakeholder Stipends / CBO mini-grants
$72,500 $32,500
TOTAL $242,365 $141,965
Staffing (Quantity of Dedicated Staff) Percentage of Hours CEO / Strategic Advisor (2) 12%
ILG Director/Project Lead (1) 18%
ILG Program Manager (2) 46%
ILG Administrative Manager (1) 1%
CW Senior Program Manager (1) 9%
CW Program Associate (1) 14%
Hours Across Tasks Percentage of Hours
Task 1: Project Management & Coordination 19%
Task 2: Stakeholder Engagement 63%
Task 3: Stakeholder Feedback Synthesis 18%
Attachment Consent Item 11A
Key Personnel
14 Melissa Kuehne brings more than 15 years of
experience leading public-sector projects
involving community engagement, facilitation,
technical assistance, training and multi-partner
coordination. As ILG’s Director of Enterprise
Programs and Special Projects, she manages
complex statewide and regional initiatives and
works with public agencies, community-based
organizations, residents and other partners to
design engagement processes, facilitate
stakeholder dialogue, manage project delivery,
and translate stakeholder input into practical
findings and next steps. Her experience includes
clean transportation and mobility, climate and
sustainability initiatives, statewide technical
assistance, and public engagement training for
California local agencies.
Project Lead Strategic Advisor Strategic Advisor
Erica L. Manuel is CEO and Executive Director
of ILG and brings more than 20 years of
experience in public engagement, customer
education, strategic communications, and
stakeholder strategy. Her background
includes nearly a decade in senior leadership
at the Sacramento Municipal Utility District
(SMUD), where she led customer and
community outreach on rates, clean energy
programs, emerging technologies, and other
customer-facing initiatives. Across her utility
and public-sector work, Erica specializes in
translating complex information for diverse
audiences, understanding customer and
community priorities, and connecting
stakeholder input to program and policy
decisions.
Bernadette Austin has served as Chief
Executive Officer of CivicWell since 2023,
supporting local leaders transforming vision
into action in their communities. She leads a
nonprofit organization with a 40-year track
record of inspiring, equipping, connecting, and
cultivating leaders working toward a more
sustainable and resilient future. Previously,
she served as Executive Director of a research
center where she co-led research projects with
the world’s top research universities including
a study on pandemic-era regional migration
and transportation decarbonizing for the
California Environmental Protection Agency.
Bernadette also spent a decade working in
public finance and community development.
Attachment Consent Item 11A
Program Managers (46% of hours)
15 Hanna Stelmakhovych Nikita Sinha
Hanna Stelmakhovych brings 11 years of
experience advancing inclusive community
engagement with underserved communities,
local agencies, and multi-sector partners,
designing participatory processes grounded
in community priorities. At ILG, she leads
projects that convene stakeholder groups,
design bilingual outreach and workshops, and
deliver trainings that have equipped over 600
local government staff statewide with the
skills and tools to implement authentic
community engagement. A collaborative,
trilingual practitioner, Hanna provides
coaching, facilitation, partnership
development, grant writing, and technical
assistance to local governments and partners
on climate, air quality, land use,
transportation, and environmental justice
topics.
Nikita Sinha brings more than seven years of
experience supporting California local
agencies and communities on climate, clean
mobility, sustainability, and resilience
initiatives. As a Program Manager with ILG,
she provides technical assistance, leads
community engagement, and builds
partnerships to help local agencies move
climate and sustainability priorities toward
implementation. Her experience includes clean
mobility and transportation electrification
initiatives, climate action and resilience
planning, statewide sustainability programs,
and capacity building for underserved
jurisdictions.
Attachment Consent Item 11A
Conclusion & Next Steps
16 Attachment Consent Item 11A
17 Staff recommends negotiating and executing a consulting services agreement with the Institute for Local Government for approximately $242,000 for a scope of work that materially aligns with what was outlined in the RFP and necessary to execute and report on 6 stakeholder discussions, 5 in-person public workshops, and 2 virtual workshops.
Under the Administrative Procurement Policy, the Chief Executive Officer has authority to sign agreements under $250,000. Given the level of board and public interest in this work and for comprehensive disclosure and transparency, staff will report out on the status of this contract as part of the October Board of Directors meeting consent agenda.
Attachment Consent Item 11A
18 Attachment Consent Item 11A
1 October 2026 Consulting Services Agreement
Signature: [companySignerSignature_KPpknIy]
By: [companySignerName_F4OqAwu]
Date: [companySignerDateField_kADuwEz]
Approval as to
Form:
[approvalAsToFormSignature_yPxy4LU]
Address: 1999 Harrison Street, Suite 2300
Oakland, CA 94612
Ava Notice Emails: [email protected] with a cc to:
[email protected]
Ava Community Energy
Authority (“Ava”)
Relationship
Manager:
Allison Schmidt
Signature: [counterpartySignerSignature_xbAWUWT]
By: [counterpartySignerName_CDDO66l]
Date: [counterpartySignerDateField_vztquxC]
Notice Attn: Melissa Kuehne
Phone:
Notice Address: 1400 K Street, Suite 205, Sacramento, California 95814, United States
Institute for Local
Government
a 501(c)(3) non-profit
(“Consultant”)
Notice Email(s): [email protected]
Effective Date This agreement is effective as of November 1, 2026.
Expiration Date December 31, 2027
Not To Exceed (“NTE”) $242,000.00
Summary Engage a vendor for stakeholder engagement services for the Customer Programs Strategy effort.
April 2026 template.
This Consulting Services Agreement (the “Agreement”) is made by and between Ava Community Energy Authority, a joint powers authority formed under the laws of the State of California (“Ava”), and the counterparty set forth above (“Consultant”) as of the Effective Date. Ava and Consultant are herein referred to as “Parties” or individually as a “Party.”
1. Recitals
DRAFT Attachment Consent Item 11B
2 1.1. Ava Recitals. Ava is an independent joint powers authority duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) with the power to conduct its business and enter into agreements.
1.2. Consultant Recitals. Consultant possesses the skill, experience, ability, background, certification and knowledge to complete the Work described in Section 3 of this Agreement pursuant to the terms and conditions described herein.
NOW THEREFORE, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the Parties to this Agreement, agree as follows:
2. Term. The term of this Agreement begins as of the Effective Date of this Agreement ends as of the Expiration Date, unless terminated earlier pursuant to Section 8 (Termination).
3. Scope of Work/Compliance with Laws and Regulations.
3.1. Work. Consultant agrees to perform the scope of work (the “Work”) in Exhibit A in accordance with the schedule in Exhibit B.
3.2. Requirements. Consultant represents and warrants that it has the skill and expertise to perform the Work. Consultant agrees to obtain any and all necessary licenses, approvals or permits necessary to perform the Work. Consultant further represents and warrants that, to the best of the Consultant’s knowledge upon reasonable diligence, the Consultant has not contracted to provide Data Brokerage or Extreme Vetting services to the United States Immigration and Customs Authority since January 2025.
Consultant agrees not to provide such services during the Term of the Agreement. For the purposes of this provision, (i) “Data Brokerage” means (A) the collection of information, including information about consumers, from multiple sources for the purpose of reselling that information to private-sector businesses and government agencies; and (B) the aggregation of data that was collected for another purpose from that for which it is ultimately used; and (ii) “Extreme Vetting” means data-mining, threat modeling, predictive risk analysis, or other similar service.
3.3. Legal Compliance. Consultant and its contractors, consultants, sub-suppliers, affiliates, agents and any other person or entity with whom the Consultant contracts in furtherance of this Agreement (collectively “Subconsultants”) must comply with all federal, state and local laws and regulations in performing the Work under this Agreement. Without limiting the foregoing, if work required to be performed by the Consultant is a “public work” as defined in California Labor Code Section 1720, then pursuant to the provisions of Labor Code Sections 1725.5 and 1771, the Consultant shall be registered with the Department of Industrial Relations (“DIR”), and will pay and require subcontractors to pay the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to perform this Agreement, as established by the DIR. As of the execution of this Agreement, these rates may be obtained at:
http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. Consultant shall provide a copy of prevailing wage rates to any staff, contractor and/or Subconsultant hired by Consultant for this Agreement and shall pay the adopted prevailing wage rates as a minimum. Consultant shall comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code.
Pursuant to the provisions of 1775 of the Labor Code, Consultant shall forfeit to Ava, as a penalty, the sum of $200.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, is paid less than the applicable prevailing wage rates for any work done under this Agreement, by them or by any subcontractor under them, in violation of the provisions of the Agreement.
4. Consultant Staffing. Exhibit C contains a list of Consultant’s principal and all team members. Consultant will not change or substitute the principal or any team members or add additional team members without consultation with Ava.
5. Subconsultants.
5.1. Approved Subconsultants. Consultant agrees to use only those Subconsultants listed on Exhibit D.
Consultant shall notify Ava within a reasonable period of time of any changes, additions, or removals of a Subconsultant.
DRAFT Attachment Consent Item 11B
3 5.2. Subconsultant Compliance. Consultant agrees to require all Subconsultants to comply with the terms of this Agreement, including without limitation, the public works requirements in Section 3.3, the insurance obligations under Section 9, the confidentiality requirements under Section 11, and the requirement to indemnify Ava as provided in Section 12.
6. Invoicing and Payment.
6.1. Time and Materials. If the Work under this Agreement is to be performed on a time and materials basis, Consultant must submit invoices to Ava on a monthly basis, complete with the name of the individual that conducted the Work, the time spent, and a brief description of the tasks performed during that time. If requested by Ava, Consultant must include the contract number provided by Ava and the total compensation remaining on the Agreement on each monthly invoice. Notification to Ava should be provided once the contract budget has been used up by 80% (including invoiced work and work that may not have been invoiced yet) the amount of which is set forth in Exhibit E. Invoices must be submitted to Ava by the 20th of the month following the month in which Consultant performed the Work.
6.2. Milestone. If the Work under this Agreement is to be performed on a task or project basis, the Consultant will submit an invoice within thirty (30) days of completing the project to the satisfaction of Ava for full payment, unless other arrangements have been made.
6.3. Markups. Ava will not agree to pay any markups on Subconsultant services or supplies unless such markups are included in Exhibit E, Compensation/Budget and such markups were included in Consultant’s bid, if applicable.
6.4. Payment Processing. The following are conditions on Ava’s obligation to process any payments under this Agreement:
6.4.1. If the Consultant is a U.S. based person or entity, the Consultant must provide to Ava a properly completed Internal Revenue Service Form W-9 before Ava will process payment. If the Consultant is a U.S based person or entity but has neither a permanent place of business in California nor is registered with the California Secretary of State to do business in California, the Consultant must provide Ava with a properly completed California Franchise Tax Board form related to nonresident withholding of California source income before Ava will process payment.
6.4.2. If the Consultant is not a U.S. based person or entity, the Consultant must provide Ava with the applicable Internal Revenue Service form related to its foreign status and a California Franchise Tax Board form related to nonresident withholding before Ava will process payment.
6.5. Payment. Ava agrees to pay undisputed invoices within forty-five (45) days of receipt. Invoices may be sent to Ava by U.S. mail or electronic mail to [email protected]. Invoices will be deemed received on the next business day following the date of receipt via electronic mail or three days after receipt via U.S. mail. Notwithstanding anything to the contrary in this Agreement or any related document, Ava shall have no obligation to remit payment for fees in excess of the NTE.
6.6. Members. Ava, as a joint powers authority, is a separate public entity from its constituent members and will be solely responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Consultant acknowledges that it will have no rights and agrees not to make any claims, take any actions or assert any remedies against any of Ava’s constituent members in connection with this Agreement.
7. Records Retention and Ownership of Work Product.
7.1. Records. The Consultant must retain all ledgers, books of accounts, invoices, vouchers, cancelled checks, background materials, or other records relating to its performance under this Agreement for a period of three (3) years following termination of this Agreement.
7.2. Ownership. Ava owns all rights, including without limitation, all licenses, copyrights, service marks and patents, in and to all Work Product(s), whether written or electronic, without restriction or limitation upon their use and immediately when and as created by the Consultant, any Subconsultants, or any other person engaged directly or indirectly by the Consultant to perform under this Agreement. “Work Product(s)” means all writings, reports, drawings, plans, data, video, media, photographs, renderings, DRAFT Attachment Consent Item 11B
4 plans, software, models, and other similar documents and materials developed or created by Consultant or its Subconsultants on behalf of or for use by Ava under this Agreement. All Work Product(s) will be considered “works made for hire,” and together with any and all intellectual property rights arising from their creation will be and remain the property of Ava without restriction or limitation upon their use, duplication or dissemination by Ava. Consultant agrees not to obtain or attempt to obtain copyright protection in its own name for any Work Product.
8. Termination.
8.1. Upon Notice. Ava may terminate this Agreement for any reason by giving Consultant written notice.
The termination notice may set the date of termination, but if no such date is given, termination is effective seven (7) days following the date of the written notice.
8.2. For Breach. Ava may terminate this Agreement immediately upon written notice for any material breach of this Agreement by Consultant or any of its Subconsultants. If Ava terminates this Agreement for cause and obtains the same services from another consultant at a greater cost, the Consultant is responsible for such excess costs in addition to any other remedies available to Ava.
8.3. Completion Option. Upon termination for any reason, Ava has the option of requiring the Consultant to complete work up to the date of termination or to cease work immediately. Ava has the further option to require Consultant to provide Ava any finished or unfinished Work or Work Product prepared by the Consultant up to the date of termination.
8.4. Payment. Ava will pay Consultant the reasonable value of services satisfactorily rendered by the Consultant to Ava up to the date of written notice of termination. If Ava authorizes Consultant to continue performing the Work through the date of termination, Ava will pay Consultant the reasonable value of services satisfactorily rendered up through the date of termination, providing such services are in compliance with the Compensation/Budget in Exhibit E.
8.5. Return of Work Product. Upon termination of this Agreement, and at no cost to Ava, Consultant, its Subconsultants and anyone working for Ava under control of Consultant must return all Work Product to Ava and cooperate with any subsequent consultant during any transition. Consultant may only retain copies of the Work Product by express written permission of Ava.
9. Insurance
9.1. Proof of Insurance. Consultant must procure, maintain and comply with the insurance requirements in Exhibit F throughout the full term of this Agreement. Consultant must provide proof of insurance either in the form of a certificate of insurance or, if requested by Ava, a copy of the insurance policy, prior to performing any work under this Agreement.
9.2. Ongoing Coverage. Consultant agrees to stay in compliance with the insurance coverage requirements during the term of this Agreement. Consultant must give Ava ten (10) days written notice and obtain Ava’s written approval prior to making any modifications that would reduce its insurance coverage.
9.3. Subconsultant Coverage. Consultant must either include Subconsultants under its insurance policies or require each Subconsultant to comply with the insurance obligations in Exhibit F.
10. No Discrimination or Conflict of Interest
10.1. Non-Discrimination. Consultant represents and warrants, on behalf of itself and its Subconsultants, that it has not and will not discriminate against anyone based on his/her age, color religion, sex, sexual orientation, disability, race, national origin, or any other protected category under state or federal law.
10.2. Conflict of Interest. Consultant represents and warrants, on behalf of itself and its Subconsultants, that it is familiar with local, state and federal conflict of interest laws, that in entering into this Agreement it is not violating any of the conflict of interest laws, that it will avoid any conflicts of interest during the term of this Agreement, and that it will notify Ava immediately if it identifies any conflicts of interest Consultant understands that violations of this Section 10 could result in immediate termination of this Agreement and disgorgement of compensation.
DRAFT Attachment Consent Item 11B
5 11. Confidentiality
11.1. Non-Disclosure. Except as authorized by Ava or as otherwise required by law, Consultant shall not disclose to any third party any draft or final Work Product, discussions or written correspondence between Consultant and its Subconsultants or discussions or written correspondence between Consultant and Ava staff. In the event Consultant receives a request from any third party requesting disclosure of any Work Product, discussions, communications or any other information Consultant is prohibited from disclosing, Consultant will immediately notify Ava and wait for direction from Ava before disclosing the information.
11.2. Third Parties. For the purposes of this Section 11, “third party” refers to any person or group other than Ava staff and Board members. For example, “third parties” include community groups, Board advisory groups, other governmental agencies, other consultants or members of the community.
11.3. Confidentiality Survival. This Section 11 will survive the expiration or termination of this Agreement.
11.4. Public Records Act. The Parties understand and agree that (1) this Consulting Services Agreement is subject to public disclosure under the California Public Records Act (“CPRA”); (2) a request pursuant to the CPRA may obligate Ava to disclose this Agreement, in whole or in part, to the requestor; and (3) Consultant is solely responsible for the inclusion of any information herein that Consultant may consider sensitive and should not include sensitive information within this Agreement.
12. Indemnity
12.1. General Indemnity. Except with regard to any matter involving professional negligence, Consultant agrees, at its sole cost and expense, to indemnify, defend with counsel reasonably approved by Ava, and protect and hold harmless Ava, its officers, directors, employees, agents, attorneys, designated volunteers, successors and assigns, and those Ava agents serving as independent contractors in the role of Ava staff (collectively “Ava Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, penalties, judgements, liens and losses of whatever nature (“Claims”) that arise, directly or indirectly, in whole or in part, out of or are in any way related to Consultant’s or Subconsultant’s performance or failure to perform the Work under this Agreement, regardless of whether the Consultant or its Subconsultants acted or failed to act intentionally, willfully, recklessly or negligently. Consultant agrees that its indemnity and defense obligations include all costs and expenses, including all attorney fees, expert fees, mediation, arbitration, or court costs in connection with the defense. Consultant further agrees to indemnify, defend, protect and hold harmless Indemnitees from and against any breach of this Agreement and any infringement of patent rights, trade secret, trade name, copyright, trademark, service mark or any other proprietary right of any person(s) caused by Ava’s use of any services, Work Product or other items provided by Consultant or its Subconsultants under this Agreement.
12.2. Professional Negligence. With regard to any matter involving professional negligence, Consultant agrees, at its sole cost and expense, to indemnify, defend with counsel reasonably approved by Ava, and protect and hold harmless the Ava Indemnitees from and against any and all Claims to the extent arising out of or resulting from Consultant’s or Subconsultant’s negligence, recklessness, or willful misconduct. In no event shall the cost to defend charged to Consultant exceed the Consultant’s proportionate percentage of fault.
12.3. Exceptions. Consultant’s obligations in Subsections 12.1 and 12.2 do not apply to the extent any Claim results from the negligence or willful misconduct of the Ava Indemnitees.
12.4. Indemnitees. Except as limited by Subsection 12.2, Consultant’s obligation to defend Ava applies to the maximum extent allowed by law and includes defending Indemnitees as set forth in California Civil Code sections 2778 and 2782.8.
12.5. Insurance. The Consultant’s obligations under Section 12 apply regardless of the existence or amount of insurance the Consultant carries or has made available to Ava.
DRAFT Attachment Consent Item 11B
6 12.6. Indemnification Survival. The Parties agree that this Section 12 survives the expiration or earlier termination of the Agreement.
13. Consultant is an Independent Contractor
13.1. Relationship of the Parties. Consultant and its Subconsultant(s) are and at all times will be independent contractors. Consultant has complete control over its operations and employees and is not an agent or employee of Ava and must not represent or act as Ava’s agent or employee.
Consultant agrees, on behalf of itself and its employees and Subconsultants, that it does not have any rights to retirement benefits or other benefits accruing to Ava employees, and expressly waives any claim it may have to any such rights.
13.2. Relationship of Subconsultants. As an independent contractor, Consultant has complete control over its Subconsultants. Subject to the requirements of Section 5 of this Agreement, Consultant is solely responsible for selecting, managing and compensating its Subconsultants, and for ensuring they comply with this Agreement.
14. Miscellaneous Terms and Conditions
14.1. Ava Authority. The Chief Executive Officer or his/her designee is authorized to take all actions under this Agreement, including without limitation, amendments that fall within the Chief Executive Officer’s signing authority, termination or modification of terms.
14.2. Waiver. Waiver by either party of any one or more conditions, Sections, provisions or performance of this Agreement will not be a waiver of any other provision; nor will failure to enforce a provision or Section in one instance waive the right to enforce such provision or Section in the future.
In no event will payment by Ava to Consultant constitute or be construed as a waiver by Ava of any breach or default of this Agreement, nor will such payment prejudice any of Ava’s other rights or remedies.
14.3. Governing Law. Consultant and Ava agree that this Agreement will be interpreted under the laws of the State of California.
14.4. Venue. Any litigation resulting from this Agreement will be filed and resolved by a state court in Alameda County, California, or if appropriate, the federal courts in the Northern District of California located in San Francisco.
14.5. Audit Rights. All records or documents required to be kept pursuant to this Agreement must be made available for audit at no cost to Ava, at any time during regular business hours, upon written request by Ava. Copies of such records or documents shall be provided to Ava at Ava’s offices unless an alternative location is mutually agreed upon.
14.6. Recitals and Exhibits. The Recitals in Section 1 above are intentionally made a part of this Agreement. All Exhibits and any other documents incorporated by reference are a part of this Agreement.
14.7. Notices. Notices to Ava shall be effective upon delivery to all email addresses in Ava Notice Emails, above. .Any notices required to be given to Contractor under this Agreement must be made in writing and may be delivered a) personally, in which case they are effective upon receipt; b) by U.S.
Mail, in which case they are effective three (3) days following deposit in the U.S. Mail, unless accompanied by a return receipt in which case, they are effective upon the date on the receipt; or c) by electronic mail, in which case they are effective upon confirmation of receipt, and if no confirmation of receipt, they are effective one day after transmission. All notices to Contractor must be sent to the Notice Address or Notice Email(s).
14.8. Assignment. Except to the extent this Agreement authorizes Consultant to use Subconsultants, Consultant will not assign any part of this Agreement without Ava’s prior written consent. Ava, at its sole discretion, may void this Agreement if a violation of this provision occurs.
14.9. Integrated Agreement. The Recitals, this Agreement and the Exhibits attached to this Agreement contain the complete understanding between Ava and Consultant and supersedes any DRAFT Attachment Consent Item 11B
7 prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral respecting the Work up through the Effective Date of this Agreement.
14.10. Amendments. Any and all amendments or modifications to this Agreement must be made in writing and signed by each Party before such amendment will be effective.
14.11. Government Claims Act. Nothing in this Agreement waives the requirements to comply with the California Government Claims Act (Government Code Section 810 et seq.), where applicable.
14.12. Severability. If a court of competent jurisdiction holds any Section or part of this Agreement to be invalid or unenforceable for any reason and the Work can still be performed, the Parties agree to sever the invalid or unenforceable Section from this Agreement and that all remaining Sections or parts of this Agreement will continue to be enforceable.
14.13. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument and each of which will be deemed an original.
14.14. No Party Deemed Drafter. This Agreement will be considered for all purposes as prepared through the joint efforts of the Parties and will not be construed against one Party or the other as a result of the preparation, substitution, submission, or other event of negotiation, drafting or execution hereof.
14.15. Supplier Diversity. Ava is required to report to the California Public Utilities Commission (“CPUC”) on their diverse suppliers, as defined by CPUC General Order 156. Consistent with the California Public Utilities Code and California Public Utilities Commission policy objectives, Consultant agrees to document and provide information to Ava regarding Consultant’s status and any engagement of women, minority, disabled veteran, persons with disabilities, and LGBT owned business enterprises in its completion of the Work under this Agreement. Specifically, Consultant agrees to complete Ava’s Supplier Diversity questionnaire, which may be updated or revised during the term of the Agreement, and otherwise reasonably cooperate with Ava to provide the information described above. Consultant shall provide such information in the timeframe requested by Ava and in no event later than January 31 of the year following the Effective Date of this Agreement.
LIST OF EXHIBITS
EXHIBIT A: SCOPE OF WORK
EXHIBIT B: SCHEDULE
EXHIBIT C: CONSULTANT STAFFING
EXHIBIT D: SUBCONSULTANTS
EXHIBIT E: COMPENSATION/BUDGET
EXHIBIT F: INSURANCE REQUIREMENTS
DRAFT Attachment Consent Item 11B
8 Exhibit A
SCOPE OF WORK
The Consultant will support stakeholder engagement activities throughout the development of Ava's Customer Programs Roadmap. Ava will lead the overall roadmap development process, including stakeholder identification, roadmap analysis, program concept development, and portfolio evaluation. The Consultant will support the engagement activities identified by Ava by facilitating discussions and workshops, preparing engagement materials, coordinating meetings, and synthesizing stakeholder and community feedback into actionable findings that inform roadmap development.
Task 1. Project Management and Coordination
The Consultant shall provide project management services throughout the engagement period.
At a minimum, the Consultant shall:
Participate in a project kickoff meeting.
Develop and maintain a project schedule for engagement activities.
Participate in regular coordination meetings with Ava staff.
Coordinate upcoming engagement activities with Ava staff.
Track action items and project status.
Coordinate with Ava staff to ensure engagement activities align with roadmap milestones.
Deliverables
Project schedule
Meeting notes and action items
Task 2: Outreach Support
Consultant will support outreach efforts for stakeholder meetings and public workshops. This includes drafting outreach language, leveraging existing relationships, and providing communication to stakeholder meeting and workshop attendees.
This outreach would be intended to supplement existing Ava contacts and identified stakeholder groups.
Deliverables:
Align Ava and consultant outreach lists and identify gaps.
Draft outreach language to be used for email, website, and social media communication.
Share workshop invitations with consultant contacts in Ava service territory (including local and regional governments, RENs, and community-based organizations).
Deliver workshop and draft meeting materials and follow up communication to registrants and other stakeholders (as applicable).
DRAFT Attachment Consent Item 11B
9 Task 3: Stakeholder Engagement
The Consultant shall plan, coordinate, facilitate, and document stakeholder engagement activities that support the development of Ava's Customer Programs Roadmap. Ava will identify the stakeholder groups to be engaged, establish the objectives for each engagement activity, and provide strategic direction regarding discussion topics and desired outcomes.
The Consultant shall be responsible for developing materials, coordinating logistics, facilitating discussions, and documenting input for synthesis into the summary memoranda described in Task 43.
Stakeholder engagement will occur at key milestones during roadmap development and is anticipated to consist of two primary components: targeted stakeholder meetings and public workshops.
Total Number of Engagements
● Targeted Stakeholder Meetings: 6
● In-person Public Workshops: 5
● Virtual Public Workshops: 2
Task 3.1: Targeted Stakeholder Meetings
The Consultant shall facilitate targeted meetings with stakeholder groups identified by Ava staff, which may include community-based organizations, labor organizations, industry representatives, and other stakeholders.
These meetings are intended to gather stakeholder perspectives on customer and community needs, implementation barriers, market opportunities, and other considerations that will inform Ava's development of future customer program concepts.
Task 3.2: Public Workshops
The Consultant shall facilitate public workshops at key milestones during roadmap development. Workshops will include a combination of virtual and in-person events throughout Ava’s service territory. Consultant shall provide input on the Ava-led general public survey to ensure alignment with public workshop content.
Public workshops are anticipated to facilitate discussion to gather customer perspectives on energy needs and priorities to inform the Customer Programs Strategy’s objectives and priorities.
Stakeholder engagement meetings are anticipated to seek input from specific community and industry perspectives on program concept development
For each engagement activity, the Consultant shall:
Develop agendas, facilitation plans, presentations, discussion guides, and supporting materials Coordinate participant scheduling and meeting logistics for stakeholder meetings Coordinate scheduling and meeting logistics for public workshops, including translation and interpretation services
Coordinate incentives for community participation in the interviews and meetings such as stipends, gift cards, and/or refreshments
Facilitate discussions using methods appropriate for the intended audience Document stakeholder input and comments received from stakeholder meetings DRAFT Attachment Consent Item 11B
10 Document public input and comments received from public workshops Prepare a summary memorandum following each stakeholder meeting and public workshop Deliverables
Engagement schedule
Meeting agendas, facilitation plans, discussion guides, presentations, and supporting materials Facilitation of the stakeholder and public engagement activities included in the selected scope Documentation of stakeholder and public input collected during engagement activities Task 4. Stakeholder Feedback Synthesis
The Consultant shall synthesize stakeholder feedback collected throughout the engagement process into a concise summary memorandum that identify key themes, opportunities, concerns, and considerations relevant to development of Ava's Customer Programs Roadmap.
The memorandum should identify recurring themes, opportunities, concerns, and other findings across stakeholder groups that may inform Ava's development of future customer program concepts and recommended customer program portfolio.
Deliverables
Engagement Summary Memorandum including:
o Targeted Stakeholder Engagement Summary summarizing key findings from the targeted stakeholder meetings and identifying considerations for Ava's development of potential customer program concepts.
o Public Workshop Summary summarizing feedback received during the public workshops and identifying considerations for Ava's recommended customer program portfolio and final roadmap
Additional Services:
Consultant will not provide additional services outside of the services identified in Exhibit A, unless it obtains advance written authorization from the project manager or lead Ava representative prior to commencement of any additional services.
DRAFT Attachment Consent Item 11B
11 Exhibit B
SCHEDULE
As directed by Ava.
DRAFT Attachment Consent Item 11B
12 Exhibit C
CONSULTANT STAFFING
Team Member Organization Role FTE
Melissa Kuehne ILG Project Lead 10-17%
Hanna Stelmakhovych ILG Public Engagement Lead 14-22%
Kelsey Wolf-Cloud CivicWell Energy & Climate Co-Lead 8% Nikita Sinha ILG Energy & Climate Co-Lead 14-22%
Erica Manuel ILG Strategic Advisor 3%
Bernadette Austin CivicWell Strategic Advisor 6-8%
DRAFT Attachment Consent Item 11B
13 Exhibit D
SUBCONSULTANTS
• CivicWell
Any additional Subconsultants must be authorized in advance, in writing by Ava.
DRAFT Attachment Consent Item 11B
14 Exhibit E
COMPENSATION/BUDGET
The total not-to-exceed (NTE) budget is $242,365 and will be billed on time and materials (T&M), using the labor rates listed below.
For the purposes of Section 6.1 (Time and Materials), 80% of the total compensation under this agreement (see NTE on page 1) is $193,892.
The Consultant shall:
● Invoice Ava monthly for actual hours worked and allowable expenses incurred, itemized by SOW task. ● Track expenditures against each task's approved NTE budget. ● Notify Ava in writing when expenditures for any task are anticipated to exceed the approved task budget.
● Obtain Ava's prior written approval before exceeding any individual task budget or reallocating funds between tasks.
Hourly Rate Schedule for Personnel
Proposed Personnel Title / Project Role Hourly Rate
Erica L. Manuel ILG CEO & Executive Director / Strategic Advisor $250 Bernadette Austin CivicWell CEO / Strategic Advisor $250 Melissa Kuehne ILG Director of Enterprise Programs & Special Projects / Project Lead
$225
Hanna Stelmakhovych ILG Program Manager / Public Engagement Lead $170 Nikita Sinha ILG Program Manager / Energy & Climate Co-Lead $170 Kelsey Wolf-Cloud CivicWell Senior Program Manager / Energy & Climate Co-Lead
$125
Kristy Bivens ILG Administrative Manager / Administrative Support $150 Rosheil Ramirez CivicWell Climate & Energy Project Associate / Project Support
$100
DRAFT Attachment Consent Item 11B
15 Cost by Task
Scope of Work Cost
Task 1: Project Management & Coordination $33,190
Task 2: Stakeholder Engagement $107,525
Task 3: Stakeholder Feedback Synthesis $29,150
Direct Project Expenses $72,500
Total $242,365
DRAFT Attachment Consent Item 11B
16 Exhibit F
INSURANCE REQUIREMENTS
A. Minimum Scope and Limits of Insurance. Consultant must procure, and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of Two Million Dollars ($2,000,000.00) per project or location. If Consultant is a limited liability company, the commercial general liability coverage must be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds. 2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. If Consultant has no employees while performing the Work under this Agreement, workers’ compensation policy is not required, but Consultant must execute a declaration that it has no employees. 4) Professional Liability/Errors & Omissions Insurance with minimum limits of Two Million Dollars ($2,000,000.00) per claim and in aggregate.
B. Acceptability of Insurers. The insurance policies required under this Exhibit F must be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide.
C. Additional Insured/Additional Named Insured. The automobile liability policies must contain an endorsement naming Ava, its officers, employees, agents and volunteers as additional insureds. The commercial general liability policy must contain an endorsement naming Ava, its officers, employees, agents and volunteers as additional named insureds.
D. Primary and Non-Contributing. The insurance policies required under this Agreement must apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to Ava. Any insurance or self-insurance maintained by Ava, its officers, employees, agents or volunteers, will be in excess of Consultant’s insurance and will not contribute with it.
E. Consultant’s Waiver of Subrogation. The insurance policies required under this Agreement will not prohibit Consultant and Consultant’s employees, agents or Subconsultants from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against Ava.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by Ava. At Ava’s option, Consultant must either reduce or eliminate the deductibles or self-insured retentions with respect to Ava, or Consultant must procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage. Consultant agrees not to cancel any insurance coverage during the term of this Agreement. Consultant further agrees not to reduce or otherwise modify the insurance policies required by this Agreement during the term of this Agreement, without the prior written approval of Ava. The commercial general and automobile liability policies required under this Agreement must be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail thirty (30) days’ prior written notice to Ava. If any insurance policy required under Agreement is canceled or reduced in coverage or limits, Consultant must, within two (2) business days of notice from the insurer, phone and notify Ava via electronic mail and certified mail, return receipt requested, of the cancellation of or reductions to any policy.
DRAFT Attachment Consent Item 11B
17 H. Ava Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Agreement in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements of this Exhibit F, Ava may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, Ava may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon. Consultant must promptly reimburse Ava for any premium paid by Ava or Ava, in its sole discretion, may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance. Prior to the performance of the Work under this Agreement, Consultant must furnish Ava with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Agreement. The endorsements are subject to Ava’s approval. Ava may request, and Consultant must provide complete, certified copies of all required insurance policies to Ava Consultant must maintain current endorsements on file with Ava. Consultant must provide proof to Ava that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant must furnish such proof at least two (2) weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting. Procurement of insurance by Consultant will not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify Ava under Section 12 of this Agreement.
K. Subconsultant Insurance Requirements. Consultant’s insurance coverage must include its Subconsultants or Consultant must require each of its Subconsultants that perform Work under this Agreement to maintain insurance coverage that meets all the requirements of this Exhibit F.
DRAFT Attachment Consent Item 11B