Loading...
15-177 MIG Inc., Agreement for Community Engagement Support Related to the Silicon Valley Community Choice Energy Partnership (1)Community Engagement for CCE Partnership August 2015 AGREEMENT BETWEEN THE CITY OF CUPERTINO AND MIG, INC. FOR COMMUNITY ENGAGEMENT SUPPORT RELATED TO THE SILICON VALLEY COMMUNITY CHOICE ENERGY PARTNERSHIP THIS AGREEMENT, for reference dated August 28, 2015, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and MIG, Inc., a California corporation, whose address is 800 Hearst Avenue, Berkeley, CA 94710 (hereinafter referred to as "Consultant") and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code; and B. City is partnering with the cities of Sunnyvale and Mountain View and the County of Santa Clara (collectively referred to as "Partners") to study the feasibility of a Community Choice Energy program in the South Bay; and C. The City of Sunnyvale is the fiscal agent for payment processing for the Partners relating to the Community Choice Energy program; and D. City and its Partners are in need of specialized services in relation to a prospective Community Choice Energy program; and E. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and F. City and Consultant desire to enter into an agreement for Community Engagement support related to the Silicon Valley Community Choice Energy Partnership upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on August 28, 2015, and shall terminate on June 30, 2016, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount not to exceed $104,980 as set forth in Exhibit "B" which is attached hereto and City of Cupe1·tino 1 I Page Community Engagement for CCE Partnership August 2015 incorporated herein by this reference. Consultant shall submit invoices to City. City shall review the invoices and submit uncontested invoices to Sunnyvale for payment processing. Payment shall be made by checks drawn on the treasury of the City of Sunnyvale, to be taken from the Community Choice Energy Partnership Funds. Payment will be made within 30 days of receipt of uncontested invoices. 4. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the standards of specially trained professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of th is Agreement. 9. HOLD HARMLESS: Consultant shall, to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance, with respect to all services performed in City of Cupertino 2 I Page Community Engagement for CCE Partnership August 2015 connection with the Agreement, indemnify, defend, and hold harmless the City and its Partners and their officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. The acceptance of Services by City shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of Services or termination of this Contract. 10. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 9A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City and its Partners as additional insureds shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: City of Cupertino Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: Property Damage: $500,000 each occurrence $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence 3 I Page Community Engagement for CCE Partnership August 2015 (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City and its Partners, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City or its Partners with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City or its Partners by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its Partners, their City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 11. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other City of Cupertino 4 I Page Community Engagement for CCE Partnership August 2015 financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 15. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City and its Partners the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City and its Partners, and all publication rights are reserved to City and its Partners. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City and its Partners in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City or Partner projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. City of Cupertino 5 I Page Community Engagement for CCE Partnership August 2015 F. The website content and design shall become the property of the City (and Partners) upon completion and payment of the Agreement. The website content and ·it& l.:ioitti+lg-. ~ design files shall be transferred to the City upon completion and payment of the Agreement unless otherwise specified by the City in writing. Ownership of all URLs secured under this Agreement and the previous Agreement with the City of Sunnyvale (dated March 2015) shall become the property of the City (and Partners) upon completion and payment of the Agreement. Consultant shall provide notice to the City in writing of the expiration of any ownership not less than 45 days prior to such expiration. 16. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt offinal payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Jaqui Guzman All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: MIG, Inc. 800 Hearst Avenue Berkeley, CA 94710 Attention: Joyce Vollmer City of Cupertino 6 I Page Community Engagement for CCE Partnership August 2015 18. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 19. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 20. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 21. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 22. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 23. INSERTED PROVISIONS: City of Cupertino 7 I Page Community Engagement for CCE Partnership August 2015 Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 24. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. M19, 1NC. ~~~olniaC lsffarYe~e uit Princip~~ Date lfY ' t · Jq City of Cupertino CITY OF CUPERTINO A Municipal Corporation By David Brandt City Manager Date: lb /'1 (ts' 'ENDED FOR APPROVAL: Title _________ _ AP~ City Attorney ATIEST: ~~t{x- City c1erk to/ f? /t) 8 I Page Exhibit A Scope of Work for Phase 18 of Community Engagement to support the Silicon Valley Community Choice Energy Partnership Phase 1b: Technica1 FeasihiJity Study This phase will run from September I, 2015 through about December 31, 2015. In this phase MIG will be building and preparing for more extensive communications that will come in Phases 2 and 3, including supporting the Silicon Valley Community Choice Energy Partnership (SVCCEP) presently made up of the City of Cupertino, City of Sunnyvale, City of Mountain View, and Santa Clara County (Partners) with initial outreach to the general public and community stakeholders identified by the Partners to inform and gauge understanding and interest. Additional communities will be participating in the study and will be included in the outreach. 1.1 Ongoing Project Planning and Coordination. Minimal project management services, including weekly project updates via conference call and email with breakdown of costs. The MIG project manager will invoice monthly . ................................................................................................................................................................................................................................................................................................................ i 2. EDUCATIONAL MATERIALS In order to maintain continuity, clarity, and consistency of messaging, public information, and public response, MIG shall develop and produce a suite of outreach collateral using key message themes developed in collaboration with Partners as well as information and content provided by Partners with some consultation and editing by MIG. MIG shall be solely responsible for all graphic design services and product, including but not limited to the following: 2.1 Fact Sheet. MIG will update the existing fact sheet using content provided by Partners, to include additional communities and updated information. 2.2 FAQ Sheet. MIG will update the existing FAQ (prepared by Partners) once to include new information. 2.3 Two Event Flyers. MIG will design flyers announcing each round of community meetings: six initial outreach meetings introducing CCE and six post-technical study outreach meetings. MIG will customize the event locations/times for the four participating Partners and South and West County locations so each jurisdiction can print and post these materials on their websites or in other social media outlets (12 total versions of the flyers). Flyer templates will be provided to Partners in lnDesign, jpeg, and PDF formats to allow for modification and distribution via multiple media outlets. 2.4 Briefer's Book. MIG will provide contents and design a Briefer's Book with key messages and proof points (based on the collaborative session in Task 4.1) that can be used by all parties who interact with the community, businesses and the media. This will ensure that messages are consistent, that no one is overpromising, and to avoid incorrect, incomplete, or premature dissemination of information. The Briefer's Book will be delivered electronically and in hard copy in an ecobinder (we assume 20 copies). 2.5 Presentation. MIG will use content and visuals provided by Partners to develop a branded PPT template for presentations. 2.6 Animated Presentation. MIG will develop a 4-to 5-minute animated (Quicktime or Prezi) presentation aimed at the general public with voiceover, which will be used at community input meetings and can also be posted on municipal websites to disseminate general information about CCE and the SVCCEP. 1 Exhibit A j 3. WEBSITE 3.1 Website Updates. It will be important to maintain an up-to-date web presence during the study phase of CCE formation. Cupertino staff will update all items and add calendar events. MlG will provide hosting. Keeping the public informed-both residents and key stakeholders-early in the process is important to building positive awareness of the CCE. Community meetings provide an opportunity to educate and also solicit feedback and gauge support. 4.1 Stakeholder and Message Strategy Session. MIG will facilitate a collaborative brainstorm session with a team made up of MIG staff (communications, outreach and resource specialists), Partner staff, LEAN Energy, and Joint Ventures Silicon Valley. The 2-hour meeting will cover: l. Stakeholder analysis. Identify and review the individuals and groups (i.e. environmental groups, unions, water district, chambers of commerce) that will participate in Business Forums and Targeted Stakeholder Workshops, who could also become champions. Categorize stakeholders into four groups based on level of engagement needed. 2. Meeting Structures. Discuss meetings structures and review types of meeting materials that will be required for the Business Forums (to be conducted by JVSV), Targeted Stakeholder Workshops (each 1.5 hours in duration, to be facilitated by MIG) and Community lnput Meetings aimed at a more general audience (each 1.5 hours in duration, to be facilitated by MlG(four meetings] and Partner staff[ eight meetings]). Following this strategy session, MIG will develop written structures and annotated agendas for each of the three meeting types: business forums, targeted stakeholder workshops, and community input meetings. MlG will also update the meeting structure and agenda for the second, post tech-study set of Community lnput Meetings (see task 4.2). 3. Key Message Themes. MlG will facilitate a discussion on the key messages for three different audiences: business/commercial customers, environmental and other involved stakeholders, and the general public/residential customers. Using feedback from this discussion, MlG will refine the key message themes to use in all outreach materials. 4.2 Community Input Meetings. MlG will prepare an animated power point presentation (Task 2.6) and create a structured agenda (Task 4.1.2) for facilitators to follow. MlG will provide a facilitator and note taker for only the first two meetings of each round of six community meetings for the general public with the intent that MlG facilitate one meeting at each Partner site. Partners will facilitate the remaining four community meetings of each round (eight total). MlG will prepare partner facilitators for each round of meetings. The first set of six community meetings will focus on findings from the initial study and the second set on findings from the technical study. As part of the meetings, there will be an active question and discussion period to learn which issues are of greatest interest and concern followed by some type of voting (preferably instant) to identify the issues of greatest interest and concern for the community. The Partners will determine dates and locations, secure facilities and provide light refreshments, if desired. MlG will provide notes from the first two meetings of each set that the Partners will collate into their full meeting report. MIG will prepare outreach material (based on Task 2) with Partners pushing out messages through press releases, community papers, and social media outlets. Exhibit A 4,3 Targeted Stakeholder Workshops. These two workshops with highly interested stakeholders (as identified in task 4.1 Strategy Session) will focus on active participation and discussion; one focusing on information from the initial study and the second on information from the technical study (and community survey or focus groups, as available). MIG will show the informational presentation (or video) to provide a baseline of information. There will be an active question and discussion period to learn which issues are of greatest interest and concern. Participants may also be asked to do some type of voting to identify the issues of greatest interest and concern for their interest group. MIG may also ask them to weigh in and provide feedback on priorities identified by interest groups. This section of the meeting will change-depending what is learned from other groups and/or the community. MIG will provide a facilitator and note taker for both meetings, as well as a neutral expert on best practices of other CCEs to act as a resource. MIG will provide a flyer for Partners to disseminate to targeted stakeholders. The Partners will determine dates and locations, secure facilities and provide light refreshments, if desired. Optional: 4,4 Community Survey. At the Partners' request, MIG will develop a detailed scope of work for the development, implementation, and analysis of a survey that will gauge the community's understanding and perceptions of developing a CCE, what type of additional information they may need, what types of services they are interested in, and thoughts about price sensitivity. In developing the scope of work, MIG will work with Partners to identify a cost-effective way to implement the survey with available budget. 3 ExhibitB e s t m a t e d p r o e c t c 0 s t i D1rect Costs I Task Totals Phase 1 b SVCCE May 22, 2015 I . .. . .. .. ~ Ongoing Project Planning and Coordination : : . 2.1 Fact Sheet Update $2,175 $C $2,175 2.2 FAO Update $1,855 $0 $1,855 2.3 Event flyers $3,190 $0 $3,190 2.4 Brlefer's Book $12,100 $500 $12,600 2.5 Presentation $3,765 $0 $3,765 2.6 Animated Presentation $18,025 $0 $18,025 3.1 Ongoing U:::idates $0 $600 $600 4.1 Stakeholder and Messaging Stategy Session $8,150 $100 $8,250 4.2 Stakeholde; Input Meetings Facilitation (assumes 2 sets of 2) $6,810 $400 $7,210 4.3 Targeted Stakeholder Workshops (assumes 2) $9,310 $200 $9,510 4.4 Community Survey $0 $35,000 $35,000 -··-------- $68,180 $36,800 $104,980 $104,980 Prepared by MIG, Inc Siiicon Valley Community Choice Energy