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HomeMy WebLinkAboutPacific Energy Advisors Inc; 2020-02-28;AGREEMENT BETWEEN THE CLEAN ENERGY ALLIANCE AND PACIFIC ENERGY ADVISORS, INC. FOR ENERGY CONSUL TING SERVICES THIS AGREEMENT, is entered into this 28th day of February, 2020, by and between CLEAN ENERGY ALLIANCE, an independent joint powers authority ("Authority"), and Pacific Energy Advisors, Inc., a California Corporation ("Consultant") (collectively referred to as the "Parties"). RECITALS: A. Authority is an independent public agency duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) ("Act") with the power to conduct its business and enter into agreements. 8. Consultant possesses the skill, experience, ability, background, and knowledge to provide the services described in this Agreement pursuant to the terms and conditions described herein. C. Authority and Consultant desire to enter into this Agreement for Energy Consulting Services. NOW, THEREFORE, the Parties mutually agree as follows: l. TERM The term of this Agreement shall commence on March 1, 2020, and shall terminate on June 30, 2020, unless terminated earlier pursuant to Section 19 hereof or extended upon the written mutual agreement of the Parties. 2. SERVICES TO BE PERFORMED Consultant shall perform all services set forth in Exhibit "A" pursuant to the schedule of performance set forth in Exhibit "B," both of which are attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed seventy five thousand dollars ($75,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference. 4. TIME IS OF THE ESSENCE Consultant and Authority agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE Consultant agrees to perform all services required by this Agreement m a manner commensurate with the prevailing standards for an energy/electric utility consultant in California and agrees that all services shall be performed by qualified and experienced personnel. 6. INDEPENDENT PARTIES Authority and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by Authority to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from Authority to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, 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. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY. Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated November 4, 2019, and is a public entity separate from its constituent members. Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Contractor shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Authority's constituent members in connection with this Agreement. 8. NON-DISCRIMINATION Consultant agrees that it shall not harass or discriminate against a job applicant, an Authority employee, or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS AND INDEMNIFICATION Consultant shall, to the fullest extent allowed by law indemnify, defend, and hold harmless the Authority and its members, officers, officials, agents, employees and volunteers from and against any and all liabilities, claims, actions, causes of action, demands, damages and losses 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 of or related to the negligence or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors in the performance of this Agreement, except where caused by the sole or active negligence or willful misconduct of Authority or its members, officers, officials, agents, employees and volunteers. Such costs and expenses shall include reasonable attorneys' fees of counsel of Authority's choice, expert fees and all other costs and fees of litigation. The acceptance of the services provided by this Agreement by Authority shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the services or termination of this Agreement. 10. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant's indemnification obligations under this Agreement, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the Authority by certified mail, Attention: General Counsel." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California. Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates. 8. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to Authority, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or Authority with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of Consultant may acquire against Authority by virtue of the payment of any loss under such insurance. C. Failure to secure or maintain insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, Authority shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. Additional Insured. Authority, its members, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. Sufficiency of Insurance. The insurance limits required by Authority are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. 11. CONFLICT OF INTEREST Consultant warrants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise Authority immediately if any conflict arises and understands that it will be required to fill out a conflict of interest form under Authority's Conflict oflnterest Code. 12. PROHIBITION AGAINST TRANSFERS Consultant shall not assign, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority. Any attempt to do so without such consent shall be null and void, and any assignee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from Authority under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to Authority by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or co tenancy, 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 or partnership. 13. SUBCONTRACTOR APPROVAL Unless prior written consent from Authority is obtained, only those persons and subcontractors whose names are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor's work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions within any sub-subcontract. Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority. 14. REPORTS A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Authority. Consultant shall not copyright any Report prepared as part of the services required by this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement. B. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement. D. All Reports also shall be provided in electronic format. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement that has not been publicly released shall be made available to any individual or organization by Consultant without prior approval by Authority. 15. RECORDS Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at certain mutually agreeable times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all services required under this Agreement 16. CONFIDENTIAL INFORMATION Consultant shall maintain in confidence and not disclose to any third party or use in any manner not required or authorized under this Agreement any and all proprietary or confidential information held by Authority or provided to Consultant by Authority. 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 shall be addressed as follows: TO AUTHORITY: Clean Energy Alliance, Chief Executive Officer 1200 Carlsbad Village Drive Carlsbad, CA 92008 TO CONSUL TANT: Pacific Energy Advisors, Inc. Attention: Kirby Dusel 1839 Iron Point Road, Suite 120 Folsom, CA 95630 19. TERMINATION In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be not less than 10 days) and according to the requirements set forth in Authority's written notice of default, and in addition to any other remedy available to the Authority by law, the Board of Directors of Authority may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The Board of Directors also shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance. Authority shall pay Consultant for services performed up to the effective date of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of Authority. 20. COMPLIANCE Consultant shall comply with all applicable local, state and federal laws. 21. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of San Diego, State of California. 22. ADVERTISEMENT Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from Authority to do otherwise. 23. WAIVER A waiver by Authority of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 24. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by a written document signed by both Authority and Consultant. 25. · AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal Authority and authority to do so on behalf of their respective legal entities. 26. INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 27. CAPTIONS AND .TERMS The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed as of the date set forth above. PACIFIC ENERGY ADVISORS, INC. ~~~Jd}~ Title: Vice President & Secretary, Pacific Energy Advisors, Inc. APPROVED AS TO FORM: ~-1V~ Counsel for Authority ATTEST:· ~fl?~ Authority Clerk CLEAN ENERGY ALLIANCE A Joint Powers Authority By/:3,..,dwa.~ &v,,l.{ Name: Barbara Boswell Title: Interim Chief Executive Of1icer Exhibit A Scope of Services During the Term of this Agreement, Consultant shall perform the following work activities: 1) RPS Procurement Plan: Consultant shall: 1) assist the Authority's leadership in establishing a basic renewable portfolio strategy that will satisfy California's Renewables Portfolio Standard ("RPS") procurement mandate as well as any voluntary renewable energy procurement targets (in excess of RPS mandates) that have been specified by the Authority; 2) prepare and assist the Authority's designated regulatory counsel in filing an RPS Procurement Plan, utilizing a CCA-specific template, which satisfactorily addresses pertinent requirements, as specified by the California Public Utilities Commission ("CPUC") for CCAs; and 3) serve as client's liaison with pertinent regulatory agencies for any inquiries related to the Authority's RPS Procurement Plan. 2) CPUC Integrated Resource Plan: Consultant shall: 1) develop a load and resource balance model to identify incremental electric procurement needs in consideration of quantified open positions, risk management policies (if available), and applicable regulatory requirements; 2) develop an Integrated Resource Plan ("IRP") that addresses pertinent requirements for CCA organizations, as specified by the CPUC; 3) prepare and assist the Authority's designated regulatory counsel in filing the IRP, as required by the CPUC; and 4) serve as client's liaison, if necessary, for any related follow up discussions with the CPUC. 3) Year-Ahead RA Process: Consultant shall: 1) submit an annual load forecast for the Authority, as required under California's Resource Adequacy ("RA") program; 2) assist the Authority in soliciting and procuring requisite RA resources, as necessary, to further compliance with related mandates; and 3) assist the Authority in any subsequent RA compliance submittals that may be necessary during the Term of this Agreement. 4) Long-Term Renewable Energy Procurement: Consultant shall: 1) prepare a Request for Offers ("RFO") document designed to solicit offers for RPS-eligible, long-term renewable energy procurement opportunities from qualified suppliers of such products -as part of this process, Consultant shall coordinate with the Authority to identify an acceptable schedule, bid requirements and other specifications that may be necessary/desired in administering the RFO process; 2) quantify anticipated long-term renewable energy requirements of the Authority, based on requisite RPS procurement mandates and voluntary internally-established specifications (in excess of such RPS mandates); 3) provide technical assistance during offer evaluation and ranking, including coordination with the Authority regarding short-list recommendations; 4) provide technical support (in concert with the Authority's designated procurement counsel) during initial contract negotiations with short-listed respondents; and 5) update the Authority's anticipated load/resource balance in consideration of prospective contracting opportunities, identifying remaining open positions, if any, that would exist following the successful negotiation of short-listed opportunities. 5) Financial Pro Forma Model: Consultant shall: 1) develop and maintain a pro forma financial model, reflecting anticipated monthly income/expense projections, cash flows and cash balances of the Authority; 2) monitor the accuracy of financial projections on a monthly basis and assist in reconciling budget variances, if such variances happen to exist; 3) forecast power supply and other expenses for purposes of annual budgeting; and 4) if necessary, prepare a draft annual budget in cooperation with the Authority's management and external accountants. 6) Analysis of Investor-Owned Utility (IOU) Rates and Rate-Related Proceedings: Consultant shall: 1) perform a rate analysis for each typical customer classification pertaining to the Authority, comparing prospective rates of the Authority to those charged (on a projected basis) by the incumbent utility, SDG&E; 2) monitor IOU rates and surcharges during the Term of Agreement to determine any pertinent adjustments that may be necessary with regard to the aforementioned comparison; and 3) provide general, as- needed support with regard to customer rate analyses. Activitv Jan Feb Dcvelon Pro fonna model Analvsis of rates and nrnreen;n..., Resoun:e Adequacy fililg & procurement Long-tenn Renewable Energy In-~ ··-·-·-• Prepare and Submit RPS Procurement Plan Prepare and Submit CPUC lnleb'l"ated Resource Plan Exhibit B Schedule of Performance 2020 Mar Apr l\lav Jun .. •Jut:, Ausr 2021 Load Forecast RA Procurement Activities Submittal Issue RFP Receive Contract negotiations ""'· 'Seo· · . Oct ,; :Nov Dec 2021 Muhi Year Compliance Filioo Consultant and Authority acknowledge and agree that certain tasks to be performed by Consultant, as specified in Exhibit A (above), may not be completed during the Term of this Agreement. For example, the anticipated schedule included in this Exhibit B indicates that each of the following tasks will likely require further work beyond June 30, 2020: 1) Resource Adequacy Procurement and Compliance Support; and 2) Long-term Renewable Energy Contract Negotiation Support (in cooperation with the Authority's selected procurement counsel). Consultant will make reasonable progress in completing the aforementioned tasks during the Term of this Agreement and will keep the Authority apprised of such progress, providing monthly status updates leading up to June 30, 2020. Exhibit C Compensation Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below. The compensation to be paid to Consultant under this Agreement for all services described in Exhibit "A" and reimbursable expenses shall not exceed a total of $75,000.00 dollars. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority. Staff Hourly Rate John Dalessi $325 Kirby Dusel $315 Sam Kang $285 Brian Goldstein $285 Dona Stein $250 Alden Walden $175 Analyst $140 Invoices Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services and hours worked). Reimbursable Expenses Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by Authority and must include itemized receipts/documentation. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from Authority's Board of Directors prior to commencement of any additional services. Consultant shall submit, at the Board's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Exhibit D Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with Authority named as additional insured. Consultant shall maintain the following minimum insurance coverage: A. COVERAGE: (I) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage. ISO occurrence Fonn CG 000 I or equivalent is required. (3) Automotive: Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 000 I or equivalent is required. ( 4) Professional Liability Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. _____., PACIENE-01 LKESTER ACORD. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 2/27/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OB01094 CONTACT NAME: lnterWest Insurance Services, LLC wgN:o, Ext): (916) 784-1008 I FAX 5 Sierra Gate Plaza (A/C, No):(916) 784-8116 Roseville, CA 95678 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: The Hanover Insurance Company 22292 INSURED INSURER B: Underwriters at Llovds of London Pacific Energy Advisors Inc INSURER C: Kirby Dusel 1839 Iron Point Road, Ste 120 INSURER D: Folsomc, CA 95630 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOT\1\/lTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WlTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1~$1: TYPE OF INSURANCE ~~.,o~ ~~~ POLICY NUMBER 1 POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 I CLAIMS-MADE [K] OCCUR X X OHFA18699406 1/1/2020 1/1/2021 DAMAGE TO RENTED 300,000 PREMISES lEa occurrence\ $ X HNOA f--MED EXP fAnv one oerson) $ 5,000 1,000,000 PERSONAL & ADV INJURY $ f--2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ Fl [K] PRO-DLoc 2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 fEa accident\ $ f-- ANY AUTO X X OHFA18699406 1/1/2020 1/1/2021 BODILY INJURY (Per person) $ f--OWNED ~ SCHEDULED AUTOS ONLY AUTOS BODILY INJURY {Per accident\ $ ~ X ~LF\-EH's ONLY X ~ar~-mi~ iP~?~&:~d"Zit?AMAGE $ $ A X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 1,000,000 f--OHFA18699406 1/1/2020 1/1/2021 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I X I RETENTION$ 0 $ WORKERS COMPENSATION I PER I I OTH-AND EMPLOYERS' LIABILITY STATIITF ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT $ B Professional Liab ANE140639220 1/1/2020 1/1/2021 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remar1<s Schedule, may be attached If more space Is required) Clean Energy Alliance, its members, officers, employees and volunteers are Additional Insureds per the attached blanket endorsement. Waiver of Subrogation applies per attached General Liability/Auto Form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Clean Energy Alliance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1200 Carlsbad Village Drive Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I .,, I '' •• A ••'.,, • ! ._,•4.t-, I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage -Borrowed Equipment. Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION 11 - LIABILITY, C. Who Is An Insured: Addltlonal Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising Injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract. agreement or permit to provide for such additional Insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit (4) Will not be broader than coverage provided to any other insured. (5) Does not apply If the "bodily injury", "'property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part. Including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., With Its permission. Page 1 of 6 95 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss. that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant You may also accept the usual bills of lading or shipping receipts limiting the I iability of carriers. This will not restrict your insurance. 2. Applicable to SECTION II -LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit"' or transfer those rights to us and help us enforce them. The Hanover Jnsurance Group~ OHFA186994 5701270 We waive any right of recovery we may have against any person or organization with whom you have a written contract. permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work• done under a contract with that person or organization and included in the "products-completed operations hazard". This condition does not apply to Medical Expenses Coverage. L Transfer of Your Rights and Duties Under This Polley Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative Is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 lndudes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 81 of 81