City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
20-762 Agenda Date: 10/13/2020
REPORT TO COUNCIL
SUBJECT
Action on an Agreement for Services with Aspen Environmental Group to Provide As-needed Electric Rate and Fee Analysis Consultant Services [Council Pillar: Deliver and Enhance High Quality Efficient Services and Infrastructure]
BACKGROUND
Silicon Valley Power (SVP) requires a consultant to provide as-needed Electric Fee and Rate Analysis Services. The required services include, but are not limited to, applying rate schedules and developing fees in complex configurations, typically involving service to SVP’s largest customers; resolving unique billing and meter issues; monitoring market developments that may affect SVP’s cost, rate structure or rate levels, and preparing rate-related analyses, reports and presentations.
Since November 2019, SVP has leveraged a cooperative agreement established by the Northern California Power Association (NCPA). The agreement was solicited on behalf of all of its members and provides integrated energy analysis and planning services. The NCPA agreement will expire on October 31, 2020. It is important to have an agreement in place as SVP has an ongoing need for rate and fee analysis services. Additionally, the department prefers to manage a contract directly rather than utilize a cooperative agreement.
DISCUSSION
In June 2020, the City issued a Statement of Qualifications (SOQ) for as-needed electric rate and fee analysis consultant services, using the City’s e-procurement system. A total of 72 companies viewed the SOQ and the City received proposals from five companies:
· Aspen Environmental Group (Sacramento, CA)
· Energy and Environmental Economics, Inc. (San Francisco, CA) · GDS Associates, Inc., dba EES Consulting (Marietta, GA) · TriStem Ltd. (Robinson, TX)
· United Financial Solutions, LLC (Holland, MI)
Evaluation: A three-member evaluation team was formed to evaluate the proposals. Each team member independently evaluated and scored the proposals.
Proposal Responsiveness: Staff determined all proposals were responsive and met the initial pass/fail review of the stated minimum qualifications.
Firm Qualifications (20% weight): The qualifications of each proposer were evaluated, including their approach to providing electric rate and fee analysis services.
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20-762 Agenda Date: 10/13/2020
Staff Qualifications (20% weight): The panel evaluated the relevant professional and educational backgrounds of each proposer’s key staff.
Experience (35% weight): Each proposer’s experience was considered including number of years providing electric rate and fee analysis services consultant services at agencies similar to the City of Santa Clara.
After preliminary scoring, TriStem and United Financial Services were eliminated from further consideration.
Cost (25% weight): Cost proposals from the three finalists were opened and scored at the end of the preliminary proposal evaluation.
The evaluation results are summarized in the table below.
Criteria Maximum
Points
Aspen
Environmental
Energy and
Environmental
EES
Consulting
Firm Qualifications 20 18 17 16
Staff Qualifications 20 18 16 16
Experience 35 33 28 27
Cost 25 25 12 21
Total Score 100 94 73 80
Award Recommendation: Staff recommends award of Agreement to Aspen Environmental Group as the most advantageous and best value proposal per the evaluation criteria set forth in the SOQ.
Their proposal met or exceeded all of the SOQ specifications, and their solution was rated superior in the following key areas:
· Broad knowledge on California electric utility rates and municipal fees; · Previous experience with other utilities in the Bay area; and · Extensive knowledge of SVP’s rate schedules and fees.
References were checked with Alameda Municipal Power (Alameda, CA), Peninsula Clean Energy (Redwood City, CA), Healdsburg Electric Department (Healdsburg, CA). The references checked positive.
Notice of Intended Award: A Notice of Intended Award (NOIA) announcing the City’s recommended vendor was published on August 21, 2020.
Term of Agreement: The initial term of the proposed Agreement will be for five years. After the initial term, the City may exercise up to five one-year options to extend the Agreement.
Summary of Agreement: The Agreement with Aspen Environmental Group includes provision of all labor and technical expertise to provide as-needed electric rate and fee analysis consultant services.
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20-762 Agenda Date: 10/13/2020
The initial term of the agreement will be for five years, ending October 31, 2025, with up to five one- year options to renew the agreement.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.
FISCAL IMPACT
The initial term of the proposed agreement for services with Aspen Environmental Group is for five years from November 1, 2020 through October 31, 2025 for a not-to-exceed amount of $450,000.
Funding for year one of the agreement is available in the Adopted FY 2020/21 Operating Budget, Electric Utility Fund. Funding in the out years is subject to budget appropriations and will be considered as part of the budget development process in those years.
The cost for the option years after the initial five-year term shall be based on renewal quotes from Aspen and any requests for compensation increases must be justified by the company and are subject to approval by the City and the annual appropriations of funds. Increases shall not exceed 3% escalation cap per year.
COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, [email protected] <mailto:[email protected]>.
RECOMMENDATION
1. Authorize the City Manager to execute an Agreement for Services with Aspen Environmental Group for as-needed electric rate and fee analysis consultant services, for a term starting on or about November 1, 2020 and ending on or about October 31, 2025 for a total maximum amount not-to-exceed of $450,000, subject to the annual appropriation of funds; and
2. Authorize the City Manager to execute up to five one-year options to extend the term of the Agreement after the initial term, ending October 31, 2030, assuming all options are exercised, and subject to the annual appropriation of funds.
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Deanna J. Santana, City Manager
ATTACHMENTS
1. Agreement for Services
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Name: Aspen Environmental Group ~
Account Number: S200003205
Address: 8801 Folsom Boulevard Suite 290, Sacramento , CA, 95826 Status: ,C,QmRliant with minor/exRlting deficiencies.
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S200003205
Exhibit C1 - Service Contract <$50,000
Aspen Environmental Group
8801 Folsom Boulevard Suite 290
Sacramento
CA
95826
Peggy Scamaldo
8188575010
Yes
No
No
Indemnification Agreement: No
Tax Id:
This Account created by 608 on 04/07/2015.
Address Updated:
Physical Address
Contract End Date:
Contract Expiration Date:
Safety Form II:
Misc:
Alt Phone Number:
No
1 l
EBIX Insurance No. *S200003205
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
ASPEN ENVIRONMENT AL GROUP
PREAMBLE
This Agreement is entered into between the City of Santa Clara, a chartered California municipal corporation (hereinafter "City") and Aspen Environmental Group, A California Corporation (hereinafter "Consultant"). City and Consultant 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. Consultant represents that it, and its subconsultants, 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 Consultant 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
Exhibit D - Notice of Exercise of Option to Extend Agreement 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 Aspen Environmental Group
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
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the Initial Term of this Agreement shall begin on November 1, 2020 and expire on October 31, 2025.
B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to five (5) additional one-year terms through October 31, 2030 ("Option Periods"). City shall provide Consultant with no less than thirty (30) days prior written notice of its intention to exercise its option to extend the term of this Agreement.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Consultant 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. Consultant 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 Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.
5. QUALi FiCA TIONS OF CONSULT ANT- STANDARD OF CARE
Consultant 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 Consultant's representations regarding its skills and knowledge. Consultant 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 Consultant's complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in Agreement with Aspen Environmental Group
Rev. 07-01-18
accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement during the Initial Term is Four Hundred Fifty Thousand Dollars ($450,000), 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 Consultant's expense. Consultant 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 Consultant.
B. Termination for Default. If Consultant 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 Consultant.
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, Consultant will deliver to City all City information or material that Consultant has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Consultant 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. Consultant shall not hire subconsultants without express written permission from City.
Consultant shall be as fully responsible to City for the acts and omissions of its subconsultants, and of persons either directly or indirectly employed by them, as Consultant 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
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors Agreement with Aspen Environmental Group
Rev. 07-01-18
and do not act as agent(s) or employee(s) of City. Consultant 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 or received by or for Consultant and all other written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant 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 Consultant which is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Consultant may retain and use copies thereof. City shall not be limited in any way or at any lime in its use of said material. However, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONSUL TANT
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 Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant 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. Consultant 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.
Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Consultant's Services hereunder.
Agreement with Aspen Environmental Group
Rev. 07-01-18
Page4
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Consultant 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 Consultant pursuant to this Agreement - including claims of any kind by Consultant's employees or persons contracting with Consultant 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. Consultant's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, Consultants, subconsultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Consultant 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, Consultant 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 Consultant's responsibilities under the Act.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Consultant shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
16. WAIVER
Consultant 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.
Agreement with Aspen Environmental Group
Rev. 07-01-18
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
[email protected] , [email protected], and manager@santaclaraca .gov
And to Consultant addressed as follows:
Aspen Environmental Group
Attention: Catherine Elder
8801 Folsom Boulevard , Suite 173
Sacramento, CA 95866
(916) 235-9390
[email protected]
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.
18. COMPLIANCE WITH LAWS
Consultant 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, Consultant'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 Consultant has read and agrees to comply with City's Ethical Standards (http://santaclaraca .gov/home/showdocument?id=58299 ).
19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and Agreement with Aspen Environmental Group
Rev. 07-01-18
Page6
following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Consultant 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.
21. NO USE OF CITY NAME OR EMBLEM
Consultant 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.
22. 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, in the United States District Court, Northern District of California, San Jose, California.
23. 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.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
Agreement with Aspen Environmental Group
Rev. 07-01-18
25. 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.
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:
C-~ \v DEANN J.ANT ANA BRIAN DOYLE
City Attorney
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ASPEN ENVIRONMENTAL GROUP
A California Corporation
Dated: 9/25/2020
By (Sign~~;~~ =......:ceft=--=-e==--=~==a=.:.....:~=--=-==s::....:..te:.c..,;g=L:..~=:..:....==D=--=-e==lm:...:...:o=:....:..n=:....:..t :_:_ ~~,=--==--==- -==- -==- -==--==- Title: Chief Operating Officer
Principal Place of 8801 Folsom Boulevard, Suite 173
Business Address: Sacramento, CA 95866
Email Address: [email protected]
Telephone: (916) 235-9390
Fax: n/a - - ------- - --------
"CONSUL TANT"
Agreement with Aspen Environmental Group
Rev. 07-01-18
1. GENERAL
EXHIBIT A
SCOPE OF SERVICES
1.1. Consultant shall provide as-needed rate and fee analysis consulting services.
1.2. Consultant shall assist Silicon Valley Power (SVP) with applying rate schedules and developing fees in complex configurations, typically involving service to SVP's largest customers.
1.3. Consultant shall assist SVP with efficiently and equitably identifying and resolving unique billing and service issues.
1.4. Consultant shall assist SVP with updating rules and regulations, and monitoring market developments that may affect SVP's cost, rate structure or rate levels.
1.5. Consultant shall assist SVP with rate and regulatory analysis involving natural gas service to SVP's gas-fired power plants.
1.6. Consultant shall prepare rate-related written analyses, reports and presentations.
1.7. Consultant shall provide advice and analysis regarding SVP's direct and indirect debt obligations, including potential changes to such obligations and any related impact to rate structures.
1.8. Consultant shall attend meetings with SVP staff as required.
1.9. Consultant shall perform other rate-related and ad-hoc tasks as directed.
2. REQUESTS FOR SERVICE
2.1. The City shall designate one or more SVP staff members to serve as the primary point(s) of contact for Consultant.
2.2. To request services, authorized SVP staff shall initiate a written service request, detailing the specific tasks, deliverables, and timeframe for completion. The authorized SVP staff shall send the written service request to the Consultant for review.
2.3. Consultant shall review the service request and provide a quote for the requested services.
2.4. At no time shall services begin until Consultant receives written authorization from the City.
Agreement with Aspen Environmental Group
Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES
1. The maximum amount of compensation to be paid to Consultant during the Initial Term shall not exceed Four Hundred Fifty Thousand Dollars ($450,000). The Consultant shall be compensated for services provided at the rates listed in Table B1- Hourly Rates below.
Table 81 - Hourly Rates
Position Hourly Rate
Principal Associate $316/hour
Senior Consultant $177/hour
Senior Associate $166/hour
Project Controller $162/hour
Document Production $129/hour
2. Invoicing
2.1. Consultant shall submit to the City an invoice, in arrears, for payment for services performed, pursuant to this Agreement.
2.2. Each invoice shall include a breakdown of the services performed; the number of hours each Consultant employee worked (with hourly rates); and the total cost for the services provided.
2.3. If the City disputes an expense in an invoice, the City may deduct the disputed expense from the payment of that invoice, provided that the City submits to the Consultant a written explanation of why the expense is being disputed.
3. Payment to Consultant
3.1. The City shall review the invoice submitted by Consultant and within ten (10) working days of receipt of the invoice, the City shall notify Consultant of any discrepancies or deficiencies in said invoice.
3.2. If there are no discrepancies or deficiencies in the submitted invoice, City shall submit payment to Consultant within thirty (30) days of the date of the invoice.
Agreement with Aspen Environmental Group
Rev. 07-01-18
4. Renewal Period Compensation
4.1. Pursuant to Section 2.B of the Agreement, the City reserves the right to extend the term of this Agreement for five (5) additional one-year terms ("Option Periods") for ongoing as-needed rate and fee analysis services.
4.2. The Consultant may request adjustments to the compensation rates prior to the start of each one-year option to renew the Agreement. The Consultant must demonstrate to the satisfaction of the City that a price increase is warranted. Price adjustments are subject to City's approval. Increases shall be tied to the appropriate CPI/PPI, and shall not exceed 3% annually.
Agreement with Aspen Environmental Group
Rev. 07-01-18
EXHIBITC
INSURANCE REQUIREMENTS
Without limiting the Consultant's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant 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
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; 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 Consultant 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 policy limits a minimum limit 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.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated Agreement with Aspen Environmental Group
Rev. 07-01-18
wastes and/or hazardous or regulated materials, Consultant and/or its subconsultants involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accidenUBodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Consultant 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 Consultant or any subconsultant 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. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.
E. 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 Consultant's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 Agreement with Aspen Environmental Group
Rev. 07-01-18
2. or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
Primary and non-contributing. Each insurance policy provided by Consultant 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 Consultant'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.
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.
4. 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.
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:
1. Consultant agrees to ensure that subconsultants, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant 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. Consultant agrees that upon request by City, all agreements with, and insurance compliance Agreement with Aspen Environmental Group
Rev. 07-01-18
documents provided by, such subconsultants and others engaged in the project will be submitted to City for review.
2. Consultant 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 Consultant 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 Consultant in the event of material noncompliance with the insurance requirements set forth in this Agreement
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subconsultant (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, satisfactory to City and as described in this Agreement Consultant 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.
H. EVIDENCE OF COMPLIANCE
Consultant 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, Consultant 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, Parks and Recreation Department
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
Agreement with Aspen Environmental Group
Rev. 07-01-18
Page4
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant 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 Aspen Environmental Group
Rev. 07-01-18
EXHIBITD
NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE:
CONTRACTOR:
DATE:
(Date the notice is sent must be consistent with the time for exercise set forth in Agreement) Pursuant to Section 2B of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:
I OPTION NO. #of#
NEW OPTION TERM
I Begin date:
End date:
□ CHANGES IN RATE OF COMPENSATION
I Percentage change in CPI upon which adjustment is based:
Pursuant to Section _ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)
I MAXIMUM COMPENSATION for New Option Term:
For the option term exercised by this Notice, City shall pay Contractor an amount not to exceed the amount set forth above for Contractor's services and reimbursable expenses, if any. The undersigned signing on behalf of the City of Santa Clara hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature.
Approved as to Form:
BRIAN DOYLE
City Attorney
Agreement with Aspen Environmental Group
Rev. 07-01-18
Dated:
DEANNA J. SANTANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771