BLUE ROUTE SHEET-CITY MANAGER REVIEW/APPROVAL REQUIRED
Originating Department: Date Submitted: 4/8/20 ------ Electric Return To: Diana Shiles Phone Ext.: 6672 (1) Document E Source Companies LLC -Agreement for Services [NAME OF DOCUMENT AND CONTRACTOR/OTHER PARTY
(2) Indicate signature authority:
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Electric, Water and Sewer Service Agreements with a value of $150,000 or less and All Other Service Agreements with a value of $100,000 or less per Ordinance 1941 (CC Action-June 16, 2015) □ Miscellaneous Agreements including those that allow the use of the City name; rental agreements for City-owned property; licensing or conditional use agreements; confidentiality agreements; nondisclosure agreements; and partnership, cost sharing, in-kind and service agreements with other public or private entities per Resolution 6603 (CC Action -July 13, 1999)
□
□
Certificate of Acceptance for Designated Property Interests per Resolution 5600 (CC Action-May 28, 1991) Routine Police Agreements including the use of City facilities; off-duty officers; special events; hold harmless and indemnification agreements from third parties; and releases of liability per Resolution 6000 (CC Action -April 4, 1995)
□ Other:
Cost impact: 091-1313-87870 ($57,605) and 19 l-1312-87870-9261-94100 ($38,368)
FINANCE
Was this service budgeted for this fiscal year?
IZI Yes
D No. Ifno, please describe below how the department will fund this unbudgeted service and consult with department's assigned budget analyst to ensure that there is sufficient funding.
Is insurance compliant?
IZI Yes, per attached EBIX printout.
D No, this agreement requires Risk M~w.
Department head originating agreement: ~-------~
[SIGNATURE]
RISK MANAGEMENT
Please describe why contract does not require EBIX approval:
Approved: Date:
[RISK MANAGER]
CITY ATTORNEY'S OFFICE
Approved as to form: ~ Date: Y /,-:, /2.d -~'rcrrvMm-[C_I_T_Y_A~~O-RNE--Y-/A_U_T_H_O_RI_T_Y_C_O_UN_S_E_L]___ '
CITY CLERK'S OFFICE
Assignment Number
Reviewing Attorney's Initials:
Attached: ___ ;z_ ____ original(s) ______ copy(ies)
___ Transmit the attached original / copy to contractor \ Fully executed original on file in~cy Clerk's Office
\ . \ LJ ~IT, .\ v:\\ , '\ Date Processed by Clerk's Office:
A20.0073 JB
OY-\5 -2D
CITY MANAGER REQUIRED INFORMATION
(1) Scope of Services: l)lRJEFLY SUMMARJZE THE SCOPE OF WORK/PURPOSE OF DOCUMENT] This Agreement with E Source is to allow SVP access to their reports on topics such as demand side management, technology assessment, E-cha1J11el, registration at annual E-Source forum, access to energy RFP database, website benchmark study, participate in surveys such as large, small and midsize business gap and priority benchmarking, account management and business marketing services for customer engagement and public benefits.
(
(2) Term of Agreement: Effective Date to January 31, 2021 (3)
[START DATE AND END DATE OF THE AGREEMENT/DOCUMENT]
VENDOR SELECTION INFORMATION:
[:gJ Sole/Single Source (Please include justification memo with this form) D Selection Process for Electric, Water or Sewer Utility Agreements with a total contract value of $150,000 or less inclusive of all option and extension years.
D Selection Process for everyone else with a total contract value of $100,000 or less inclusive of all option and extension years.
D This contract requires prevailing wage compliance and registration with Department of Industrial Relations.
If this box is checked, attach proof of DIR registration.
Briefly summarize the procurement process that was used, the number of bids received, and the basis for ~ecommending this vendor for contract award:
This is a subscription
(4) IDSTORY:
Has the department retained the same contractor for similar services in last 5 years? D No. Ifno, no further information required.
~ Yes. If yes, please complete the following section.
Term of Agreement: 02=--c:.1--=1=-9_--=l:...•3=-l:...-.=2=-0----------------~-------- Contract Amount: $ $92,280 ~~~------------------------------ Name: E Source Companies Llc
Account Number: S200001421
Address: 1745 38Th St, Boulder, CO, USA, 80301-2603
Status: Compliant with Waived Deficiencies.
EBIX Insurance No. S200001421
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
E SOURCE COMPANIES, LLC
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and E Source Companies, LLC, a Delaware Registered Limited Liability Company (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A -Scope of Services
Exhibit B -Schedule of Fees
Exhibit C -Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with E Source Companies, LLC
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on February 1, 2020 and terminate on January 31, 2021.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR• STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is ninety five thousand nine hundred seventy three dollars (95,973), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Agreement with E Source Companies, LLC
Rev. 07-01-18
Page2
Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with E Source Companies, LLC
Rev. 07-01-18
or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
13. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement -including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services -and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all Agreement with E Source Companies, LLC
Rev. 07-01-18
employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
14. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
15. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
16. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as fo!!ows:
E Source Companies, LLC
Attention: Kym Wootton
17 45 38th Street
Boulder, CO 80301
and by e-mail at [email protected]
Agreement with E Source Companies, LLC
Rev. 07-01-18
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
17. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
18. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
19. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
20. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
21. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, Agreement with E Source Companies, LLC
Rev. 07-01-18
in the United States District Court, Northern District of California, San Jose, California.
22. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
23. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
24. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
Agreement with E Source Companies. LLC
Rev. 07-01-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated ~ 1,0,:J
bf DEb=SANTANA
City Manager City Attorney
"CITY"
~ t >
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
E SOURCE COMPANIES, LLC
A Delaware registered limited liability company
Dated: __,N\---4~,:..,_:.0...r-"--'-u½::.:.._1,_1--'------4---'i;c__~-""7.,--=--o ______ _ By (Signature): _ _Jt::3c__,"--'~~----'-l..u......:....---------- Name: Kym Wootton
Title: Vice President of Operations
Principal Place of 17 45 38th Street
Business Address: Boulder, CO 80301
Email Address: kym [email protected]
Telephone: (303) 345-9168
"CONTRACTOR"
Agreement with E Source Companies, LLC
Rev. 07-01-18
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.
Account Management Service 2/01 /2020-1 /31 /2021
Addresses topics including:
• Account management organizational optimization and best practices • Key account and sector strategic planning
• Business customer service segmentation
• Sector-specific analysis and reporting
• Improving business customer satisfaction
• Identification of business customer growth and risk potential Service includes:
• Online access to our full library of account management publications and past events
• Ask E Source privileges within the content area of this service • Access to Sector Snapshots, which are detailed industry overviews covering energy technologies used and energy-efficiency strategies • Participation in account management web conferences and peer sharing calls • Access to scheduled quarterly strategic meetings with the practice director and research team to assist with your pressing account management strategy questions
• Access to Key Account Plan and Strategic Sector Plan templates • Access to results from our Large Business and Small and Midsize Business Gap and Priority Benchmarks, surveys that assesses the needs and satisfaction of business customers; participating utilities get access to an online dashboard, with full companywide data and rankings, as well as individualized gap-and-priority analysis with an E Source expert; nonparticipating utilities get access to the research results report
• Access to results from our Account Management Assessment, a survey of utility account management practices and strategic approaches to managing business customers; participating utilities get access to an online dashboard with companywide data and rankings; nonparticipating utilities get access to the research results report
• Access to E Source Energy RFP, a database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities
• Invitation to participate in the Account Management Leadership Council • Registration to the annual E Source Forum
Agreement with E Source Companies, LLC /Exhibit A-Scope of Services Rev. 07-01-18
Business Marketing Service 2/01 /2020--1 /31 /2021
Addresses topics including:
• Program and product marketing results
• Engaging small and midsize businesses
• Targeting and segmenting business customers for marketing • Business customer interest in new products and services Setvice includes:
• Access to our full library of business marketing and communications publications and past events
• Ask E Source privileges within the content area of this service • Participation in business marketing and communications web conferences and peer sharing calls
• Access to scheduled quarterly strategic meetings with the practice director and research team to assist with your pressing business marketing strategy questions
• Access to Socialights: Business, a report that provides insights into how utilities are leveraging social media marketing to reach their business customers • Access to E Source Energy AdVision, our online database of thousands of business energy-related print, audio, and video ads
• Access to the E Source Business Customer Insights Center, an online dashboard with information on the energy-management needs and attitudes of small, midsize, and large businesses across 17 sectors
• Access to results from our Utility Marketing Survey, a survey of utility marketing professionals on topics such as budgets and resources, channels and messaging, segmentation, and metrics used to measure success • Access to E Source Energy RFP, a database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities
• Invitation to participate in the Marketing and Communications Leadership Council
• Registrations to the annual E Source Forum
Demand-Side Management Service 2/01 /2020-1/31 /2021
Addresses topics including:
• Energy-efficiency, behavior, and demand-response programs • Program design, incentives, implementation, evaluation, budgets, goals, and results
• Trade ally network structure, training, and communication • Role and expertise of third-party program-delivery contractors • Requisition process support, including sample RFPs and validation of program design, cost proposals, and performance claims
• Regulatory and policy environments (lost revenue, decoupling, and performance incentives}
Agreement with E Source Companies, LLC /Exhibit A-Scope of Services Rev. 07-01-18
Page2
Service includes:
• Online access to our full library of DSM publications and past events • Ask E Source privileges within the content area of this service • Participation in DSM web conferences and peer sharing calls • Access to E Source Energy RFP, our database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities
• Access to E Source Energy Vendor IQ, our database of DSM vendor profiles, designed to help utilities through the vendor-selection process • Access to E Source DSMdat, our online database of more than 5,000 utility programs throughout North America
• Access to the E Source DSM Evaluation Library, our comprehensive, easily searchable database of North American impact and process evaluations • Invitation to participate in the DSM Executive Council • Registrations to the annual E Source Forum
E-Channel Service 2/01 /2020-1 /31 /2021
Addresses topics including:
• Website features, functionality, and usability
• Chat and email best practices
• Paperless billing adoption and online tender types
• Online security
• Self-service
• Mobile and texting strategies
Service includes:
• Access to our full library of e-channel publications and past events • Ask E Source privileges within the content area of this service • Access to the CX Resource Center
• Participation in e-channel web conferences and peer sharing calls • Access to the E Source Utility Website Design Center, a resource for improving your website; includes screen shots, best practices, and other recommended design considerations
• Access to results from our Review of North American Electric and Gas Company Websites that looks across the industry to understand digital trends and make suggestions for improvements
• One company-specific residential website assessment report {conducted as part of the benchmark or within 90 days of request; if shorter timelines are necessary, an additional charge will be incurred); additional assessments are available for an incremental cost
• Access to quarterly strategic meetings with the practice director and research team to assist with web enhancements, updates, and redesigns Agreement with E Source Companies, LLC /Exhibit A-Scope of Services Rev. 07-01-18
• Access to results from our Digital Metrics Survey, which helps utilities compare their digital metrics to those of other electric and gas companies • Access to results from our Omnichannel Survey, a diagnostic survey for utilities looking to improve customer experience and provide a business case for adjusting internal investments in their e-channel efforts • Access to results from our Residential Utility Customer Survey, which reveal residential customers' digital preferences
• Access to E Source Energy RFP, a database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities
• Invitation to participate in the Customer Experience Leadership Council • Registrations to the annual E Source Forum
Technology Assessment Service 2/01 /2020-1/31 /2021
Addresses topics including:
• Energy end-use technologies and how they work
• Estimating energy savings of end-use technologies and examining the underlying assumptions
• New technology-screening methods and results
• Best technologies for specific applications
• Technology vendor information and costs
• Distributed energy resource technologies and how they work • Best practices for impact evaluation methodologies
Service includes:
• Online access to our full library of technology assessment publications and past events
• Ask E Source privileges within the content area of this service • Access to our resource centers for smart thermostats, emerging tech, LED lighting, black-box technologies, electric vehicles, market sector snapshots, and more
• Participation in technology assessment web conferences, including the biannual Tech Roundup, and peer sharing calls
• Access to E Source Energy RFP, our database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities
• Access to results from our Residential Utility Customer Survey, which reveal residential customers' preferences for technologies and technology adoption • Invitation to participate in the Technology Leadership Council • Registrations to the annual E Source Forum
Agreement with E Source Companies, LLC /Exhibit A-Scope of Services Rev. 07-01-18
Page4
EXHIBIT B
SCHEDULE OF FEES
Contractor will bill City on an annual basis for Services provided by Contractor prior to providing service on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.
Product Renewals
E-Channel Service
Demand Side Management
Technology Assessment Service
Business Marketing Service
Account Management Service
TOTAL
2020 Pricing
$16,527
$14,812
$14,812
$17,488
$32,334
$95,973 USD
Agreement with E Source Companies, LLC/Exhibit B-Schedule of Fees Rev. 07-01-18
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 each occurrence
$1,000,000 general aggregate
$1,000,000 products/completed operations aggregate
$1,000,000 personal injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01, with minimum policy limits of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
Agreement with E Source Companies, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
Agreement with E Source Companies, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18
4. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non renewal.
Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, Agreement with E Source Companies, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18
satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.
G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.
Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara Electric Department
P.O. Box 100085-S2 or 1 EbixWay
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A-VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Agreement with E Source Companies, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18