Electronic Energy Efficiency Newsletter

SCPPA RFP - 2023 SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY REQUEST FOR PROPOSALS FOR Electronic Energy Efficiency Newsletter For Residential and Commercial Customers ISSUANCE DATE: May 25, 2023 PROPOSAL DEADLINE: June 30, 2023 I. INTRODUCTION The Southern California Public Power Authority (SCPPA), on behalf of its Member utilities, is hereby soliciting competitive proposals from qualified respondents (Respondents) for Electronic Energy Efficient Newsletters for Residential and Commercial Customers as described below in Section III. SCPPA seeks proposals related to the specified Areas of Interest set forth in Section III below, to enable informed decisions and to potentially proceed to more specific negotiations on contract development with one or more qualified Respondents to this Request for Proposals (RFP). In order to submit a Proposal in response to this RFP, Respondents must meet the following minimum qualifications: Respondent must have successfully completed at least 3 prior

projects providing utility’s customers with web-based information, email and newsletter subscriptions that are focused on residential and Key Account Customer engagement to participate in efficiency programs, relationship building and energy efficiency educations in English and Spanish during the last 5 years Responses to this RFP are due on or before June 30, 2023, as described below in Sections IV and VI. II. BACKGROUND SCPPA is a joint powers authority and a public entity organized under the California Joint Exercise of Powers Act found in Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, SCPPA ELECTRONIC NEWSLETTER RFP: 05/25/2023 – 06/30/2023 SCPPA RFP - 2023 and through the SCPPA Joint Powers Agreement, for the purposes of planning, financing, developing, acquiring, constructing, operating and maintaining projects for the generation or transmission of electric energy. SCPPA also facilitates joint service contracts, at the request of its Members, to aggregate like project efforts among its Members for the purposes of developing energy efficiency, demand response and resource procurement programs or projects to improve operating efficiencies and reduce costs. Membership of SCPPA consists of eleven cities and one irrigation district, which supply electric energy within Southern California, including the municipal utilities of the cities of Anaheim, Azusa, Banning, Burbank, Cerritos, Colton, Glendale, Los Angeles, Pasadena, Riverside, and Vernon, and the Imperial Irrigation District. SCPPA is governed by its Board of Directors, which consists of representatives from each of its Members. The management of SCPPA is under the direction of an Executive Director who is appointed by the Board. Any service contract subsequently entered into by SCPPA pursuant to this RFP would be utilized directly by the interested Members to serve their respective utility customers’ needs. The service and work products would be ordered and approved directly by SCPPA and/or the applicable Members and the billing would be administered through SCPPA. III. AREAS OF INTEREST Certain SCPPA Members have expressed interest in professionally designed e-newsletters for customers to meet the needs of their municipalities as follows: 1. Provide a monthly e-Newsletter, 12 months per year, that is professionally designed and includes:  Specific utility branding features, as defined by SCPPA and/or respective Participating Members.  Licensed content assets, articles, videos and quizzes focused on energy efficiency, demand response and related operational improvement programs.  Hosted Content in Foreign language - Spanish, Chinese, French, Hindi, Tagalong, etc.  Ability for SCPPA and/or respective Participating Members to select articles or “customize” content.  A minimum of 5 “articles” per e-Newsletter on relevant and pertinent subject matter.  Subscriber list- Key Account Customers, Large/Medium/Small Sized Business list. 2. Provide technical support to SCPPA and/or respective Participating Members regarding the use and usefulness of the e-Newsletter, including:  Easy to manage administrative portal for SCPPA and Members via on Premise or Cloud. SCPPA ELECTRONIC NEWSLETTER RFP: 05/25/2023 – 06/30/2023 SCPPA RFP - 2023  Real-time metrics on content performance collected from the Member customer’s actions (delivery, bounce, open, click-through & social sharing) to be automatically delivered to administrative portal.  Customer list management in coordination with respective Participating Members.  Best-practice e-mail delivery management and tracking services.  365/24/7 tech support and training. IV. TIMELINE / SCHEDULE* SCPPA RFP FOR Energy Efficiency E-Newsletter for Residential and Key Account Customers SELECTION PROCESS SCHEDULE OF REQUIREMENTS TARGET DATE(S) Issue RFP May 25, 2023 Clarification Questions Due June 16, 2023 Responses to Clarification Questions Due June 21, 2023 Proposal Deadline June 30, 2023 Review of Proposals June - August 2023 Interviews (If Necessary) TBD Selection of Respondent(s) July 2023 - August 2023 Notice of Intent to Award (following contract negotiation, but prior to any Board approval) *Timeline/Schedule is subject to change. V. PROPOSAL SUBMISSION REQUIRED ELEMENTS 1. TRANSMITTAL LETTER CONTENT: A. A brief statement of the Respondent's understanding of the work to be done and commitment to perform the work as scheduled, including: I. A statement that Respondent meets the minimum qualifications as specified in Section I of this RFP; and II. statement of work specifications; and III. reference to any proposed contractual terms and conditions required by the Respondent; and SCPPA ELECTRONIC NEWSLETTER RFP: 05/25/2023 – 06/30/2023 SCPPA RFP - 2023 IV. a summary of exceptions taken to the RFP requirements; and V. any and all expectations from SCPPA including, but not limited to: requirements definitions, strategy refinement, and staffing requirements to support the proposed project or program implementation. B. An officer authorized to bind must sign the proposal on behalf of the Respondent and must include the following declarations on the transmittal letter: “This proposal is genuine, and not sham or collusive, nor made in the interest or in behalf of any person not herein named; the Respondent has not directly or indirectly induced or solicited any other Respondent to put in a sham bid, or any other person, firm or corporation to refrain from submitting a proposal; and the Respondent has not in any manner sought by collusion to secure for themselves an advantage over any other Respondent.” 2. RESPONDENT INFORMATION: Provide legal name of Company or Individual, physical street address, the name(s) and title(s) of the individual(s) authorized to represent the Respondent, including telephone number(s) and email address(es). 3. PROPOSAL: Proposals must include a description of the proposed project or program, how it meets (or does not meet) each of the objectives of this RFP, and a detailed description addressing all of the Areas of Interest. Respondents may also include additional services, products, tasks, task elements and/or functions that may not be part of or included in the RFP, but are deemed by the Respondent to be pertinent and potentially valuable to SCPPA or its Members. SCPPA will have full discretionary authority to consider, accept and/or reject without cause such supplemental information that is not directly requested, included in, or made part of the RFP. 4. FEES: Pricing in all Proposals should be made based on good faith estimates of the requirements defined in this RFP. Please include all necessary details of specific examples or estimates of the fees, labor rates and service charges. Describe how the fees, rates or charges will be determined. Respondents shall also be prepared to provide a breakdown of the applicable overheads and fringe benefit costs that are part of any labor rates and other direct costs associated with the services to be performed. 5. PROJECT TEAM AND EXPERIENCE: Respondent shall clearly identify project participants and management team, including: SCPPA ELECTRONIC NEWSLETTER RFP: 05/25/2023 – 06/30/2023 SCPPA RFP - 2023 A. Describe your firm’s experience as applicable to this RFP, your organizational structure, management qualifications, and other contract related qualifications, including number of years firm has been in business. B. Specify key individuals and describe their qualifications, experience and duties related to this RFP, including the office location(s) where work will be performed, in addition to the physical street address referenced above. C. Provide a commitment statement for the retention and use of key individuals as proposed, their availability to initiate and sustain the proposal, as well as planned supplemental individuals if key personnel are not available to assure project delivery. D. State whether Respondent will use subcontractors to perform services pursuant to the contract. Should the use of subcontractors be offered, the Respondent shall provide the same assurances of competence for the subcontractor, plus the demonstrated ability to manage and supervise the subcontracted work. Subcontractors shall not be allowed to further subcontract with others for work. The provisions of any contract resulting from this RFP shall apply to all subcontractors in the same manner as to the Respondent. E. Respondent shall indicate any and all pending litigation that could affect the viability of Respondent’s proposal, continuance of existing contracts, operation or financial stability. 6. MINIMUM QUALIFICATIONS AND REFERENCES: Provide information specifically demonstrating how Respondent meets the minimum qualifications set forth in Section 1 of this RFP. A. Describe whether the Respondent has, within the last five (5) years, rendered any service to SCPPA or to any of SCPPA’s Members, either as a contractor or subcontractor, either under the current Respondent’s name or any other name or organization. If so, please provide details (status as prime or subcontractor, brief description of the contract, contract start and end date, the contract administrator name, and total actual contract expenditures). B. If the Respondent has not rendered any service within the last five (5) years to SCPPA or to any of SCPPA’s Members, then please provide references over that period with the details described above including the counterparty for which services were provided. SCPPA ELECTRONIC NEWSLETTER RFP: 05/25/2023 – 06/30/2023 SCPPA RFP - 2023 C. Identify existing related or relevant projects, programs, or services provided by Respondent that would demonstrate Respondent’s capabilities to provide the projects, programs, or services specified in this RFP. D. Describe relevant program development and implementation experience, approach, and provide a list of references for similar projects completed. 7. CONFLICTS OF INTEREST AND COLLUSION A. Respondent must address in its Proposal possible conflicts of interest with SCPPA and SCPPA Members. Such conflicts may include, but are not limited to, representation of clients that are adverse to SCPPA or SCPPA Members or the existence of lawsuits between Respondent and SCPPA or SCPPA Members. Although the Respondent will not be automatically disqualified by every circumstance that may raise a conflict of interest, SCPPA reserves the right to consider the nature and extent of such work in evaluating the proposal. B. Respondent must not offer nor provide SCPPA’s or its Members’ respective elected or appointed officials, officers, employees, or representatives with gifts or promises of remuneration, no matter how small, while Respondent’s proposal is under consideration. C. Respondent must not collude, directly or indirectly, with or among other respondents in regard to the amount, terms, or conditions of its proposals. Respondent must not share its proposal with any other entity other than SCPPA until SCPPA notifies all respondents that negotiations with the successful respondent are complete via SCPPA’s Notice of Intent to Award. 8. EXCEPTIONS TO SCPPA AGREEMENT: A. The Respondent recommended for award under this solicitation will be subject to the terms and conditions of the SCPPA Master Professional Services Agreement (“MPSA”) including the indemnity provisions included therein. A pro forma copy of the Agreement has been attached hereto for reference as “Attachment A”. Respondent must provide a redline of the pro forma Agreement, and supporting commentary, identifying any exceptions to the terms and conditions identified therein. The redline is required to be included as an attachment to the proposal submitted in response to the solicitation, and will be considered in the evaluation of the Proposals. VI. CLARIFICATION QUESTIONS AND COMMUNICATIONS SCPPA ELECTRONIC NEWSLETTER RFP: 05/25/2023 – 06/30/2023 SCPPA RFP - 2023 There will not be an initial Respondent's conference associated with this RFP. The deadline to submit clarification questions on this RFP is specified in Section IV of this RFP. All questions should be submitted electronically via email to ElectronicEENewsletterRFP@scppa.org referencing Electronic Energy Efficient Newsletters for Residential and Commercial Customers in the subject line. Answers to questions that SCPPA, at its sole determination and discretion, deems to be substantive or that would place the inquisitor at a distinct and unfair advantage to other potential Respondents will be posted on SCPPA’s website alongside the solicitation at http://scppa.org/page/RFPs-Programs as soon as a practicable after the date received, but no later than June 16, 2023, It is the responsibility of potential Respondents to review this website for any and all postings. During the RFP period, communications with SCPPA or its Members other than in the manner specified in this solicitation are prohibited. No contact shall be made with the SCPPA Board of Directors, SCPPA staff, committees, or working group representatives, or SCPPA Members concerning this RFP. Failure to abide by this requirement may result in disqualification of the Proposal. VII. PROPOSAL SUBMISSION DELIVERY REQUIREMENTS One (1) electronic copy of your proposal and any supporting documentation must be received by ElectronicEENewsletterRFP@scppa.org by no later than 4:00PM (PDT) – June 30, 2023. Additionally, one (1) hard copy of your proposal, including a transmittal letter of authentic offer, and any supporting documentation may be, but is not required to be, submitted with the electronic copy of your submittal, by no later than the time and date referenced above, to: Southern California Public Power Authority Electronic Energy Efficiency Content for Residential and Key Account Customers Attention: RFP Evaluation Team 1160 Nicole Court Glendora, California 91740 VIII. CONFIDENTIALITY; CALIFORNIA PUBLIC RECORDS ACT All information received by SCPPA in response to this RFP is subject to the California Public Records Act and may be subject to the California Brown Act and all submissions may be subject to review in the event of an audit. Generally, such information may become subject to public disclosure upon completion of evaluations and release of a Notice of Intent to Award. SCPPA ELECTRONIC NEWSLETTER RFP: 05/25/2023 – 06/30/2023 SCPPA RFP - 2023 Respondent must identify all copyrighted material, trade secrets, or other proprietary information (“protectable documents”) that the Respondent included in its Proposal which Respondent believes should be exempt from disclosure under the California Public Records Act. By listing the documents, Proposer agrees to indemnify, defend, and hold harmless SCPPA, its Members, and their respective officers, agents, and employees from and against any action, claim, lawsuit, or proceeding, including costs and expenses, arising out of or connected with SCPPA’s refusal to disclose the protectable documents to any party making a request for those items. SCPPA will treat any Respondent who fails to identify documents that the Respondent believes should be exempt from disclosure as having waived its right to an exemption from disclosure, as the Public Records Act provides. IX. TERMS AND CONDITIONS 1. SCPPA reserves the right to cancel this RFP at any time, reject any and all proposals and to waive irregularities. 2. SCPPA shall determine at its sole discretion the value of any and/or all proposals including price and non-price attributes. 3. Proposals may be sub-divided or combined with other proposals, at SCPPA’s sole discretion. 4. SCPPA shall perform an initial screening evaluation to identify and eliminate any proposals that are, for example, not responsive to the RFP, do not meet the minimum qualifications or minimum requirements set forth in the RFP, are not economically competitive with other proposals, or are submitted by Respondents that lack appropriate creditworthiness, sufficient financial resources, or qualifications to provide dependable and reliable services for this RFP. 5. SCPPA reserves the right to submit follow up questions or inquiries to request clarification of information submitted and to request additional information from any one or more of the Respondents. 6. SCPPA reserves the right, without qualification and in its sole discretion, to accept or reject any or all proposals for any reason without explanation to the Respondent, or to make any award to that Respondent, who, in the opinion of SCPPA, will provide the most value to SCPPA and its Members. 7. SCPPA may decline to enter into any potential engagement agreement or contract with any Respondent, terminate negotiations with any Respondent, or to abandon the request for proposal process in its entirety. SCPPA ELECTRONIC NEWSLETTER RFP: 05/25/2023 – 06/30/2023 SCPPA RFP - 2023 8. SCPPA reserves the right to make an award, at its sole discretion, irrespective of price or technical ability, if SCPPA determines that to do so would result in the greatest value to SCPPA and its Members. 9. Those Respondents who submit proposals agree to do so without legal recourse against SCPPA, its Members, their directors, officers, employees and agents for rejection of their proposal(s) or for failure to execute or act on their proposal for any reason. 10. SCPPA shall not be liable to any Respondent or party in law or equity for any reason whatsoever for any acts or omissions arising out of or in connection with this RFP. 11. SCPPA shall not be liable for any costs incurred by any Respondents in preparing any information for submission in connection with this RFP process or any and all costs resulting from responding to this RFP. Any and all such costs whatsoever shall remain the sole responsibility of the Respondent. 12. SCPPA may require certain performance assurances from Respondents prior to entering into negotiations for work that may result from this RFP. Such assurances may potentially include a requirement that Respondents provide some form of performance security. 13. Prior to contract award, the successful Respondent shall, upon request, supply a detailed breakdown of the applicable overheads and fringe benefit costs that are part of the labor rates and other direct costs associated with the services to be performed. 14. SCPPA is not responsible or liable for individual Members’ interactions with the Respondent which are not entirely conducted through SCPPA or at SCPPA’s option or election to engage the Respondent as defined within the RFP. 15. Submission of a Proposal constitutes acknowledgement that the Respondent has read and agrees to be bound by the terms and specifications of this RFP and any addenda subsequently issued by SCPPA. 16. Information in this RFP is accurate to the best of SCPPA's and its Members’ knowledge but is not guaranteed to be correct. Respondents are expected to complete all of their due diligence activities prior to entering into any final contract negotiations with SCPPA. 17. SCPPA reserves the right to reject any Proposal for any reason without cause. SCPPA reserves the right to enter into relationships with more than one Respondent, can choose not to proceed with any Respondent with respect to one or more categories of services, and can choose to suspend this RFP or to issue a new RFP that would supersede and replace this RFP. SCPPA ELECTRONIC NEWSLETTER RFP: 05/25/2023 – 06/30/2023 SCPPA RFP - 2023 18. Respondents understand and acknowledge that proposals submitted in response to this RFP will be valid for a period of twelve (12) months from the “Proposal Deadline” date indicated in the RFP Schedule. Respondents must clearly identify in their proposals if the proposal will be valid for a term lesser than the twelve (12) month term. After the twelve (12) month term, proposals from Respondent are no longer valid. X. ADDITIONAL REQUIREMENTS FOR PROPOSAL 1. CONSIDERATION OF PROPOSALS: Submitted proposals should be prepared simply and economically, without the inclusion of unnecessary promotional materials. Where hard copy proposals are submitted, such proposals should be submitted on recycled paper that has a minimum of thirty percent (30%) post-consumer recycled content and duplex copied (double-sided pages) where possible. 2. INSURANCE, LICENSING, OR OTHER CERTIFICATION: If selected, the Respondent and any subcontractors performing work under the Agreement will be required to maintain sufficient insurance, licenses, or other required certifications for the type of work being performed. SCPPA or its Members may require specific insurance coverage to be established and maintained during the course of work and as a condition of award or continuation of contract. 3. NON-DISCRIMINATION/EQUAL EMPLOYMENT PRACTICES/AFFIRMATIVE ACTION PLAN: If selected, the Respondent and each of its known subcontractors may be required to complete and file an acceptable Affirmative Action Plan, if and as required by a SCPPA Member. The Affirmative Action Plan may be set forth in the form required as a business practice by the Department of Water and Power of the City of Los Angeles which is SCPPA's largest Member. 4. LIVING WAGE ORDINANCE: If selected, the Respondent may be required to comply with the applicable provisions of SCPPA Members’ living wage ordinances or requirements. For example, the City of Los Angeles has adopted a Living Wage Ordinance and a Service Contract Workers Retention Ordinance. The Living Wage Ordinance provisions are found in Section 10.36 of the Los Angeles City Administrative Code; and the Service Contract Workers Retention Ordinance are found in Section 10.37 of the Los Angeles Administrative Code (SCWRO/LW0). 5. PREVAILING WAGE RATES: Where applicable, the selected Respondent will be required to conform to prevailing wage rates applicable to the location(s) where any work is being performed. Workers shall be paid not less than prevailing wages pursuant to determinations of the Director of Industrial Relations as applicable in SCPPA ELECTRONIC NEWSLETTER RFP: 05/25/2023 – 06/30/2023 SCPPA RFP - 2023 accordance with the California Labor Code. To access the most current information on effective determination rates, Respondent shall contact: Department of Industrial Relations Division of Labor Statistics and Research PO Box 420603, San Francisco, CA 94142-0603 Division Office Telephone: (415) 703-4780 Prevailing Wage Unit Telephone: (415) 703-4774 Web: HTTP://WWW.DIR.CA.GOV/DLSR/DPREWAGEDETERMINATION.HTM 6. CHILD SUPPORT POLICY: If selected, Respondent may be required to comply with Member child support requirements, including the City of Los Angeles Ordinance No. 172401, which requires all contractors and subcontractors performing work to comply with all reporting requirements and wage-earning assignments and wage-earning assignments relative to court ordered child support. 7. SUPPLIER DIVERSITY: Respondents shall take reasonable steps to ensure that all available business enterprises, including Small Business Enterprises (SBEs), Disadvantaged Business Enterprises (DBEs), Women-Owned Business Enterprises (WBEs), Minority-Owned Business Enterprises (MBEs), Disabled Veteran Business Enterprises (DVBEs), and other Business Enterprises (OBEs), have an equal opportunity to compete for and participate in the work being requested by this RFP. Efforts to obtain participation of these business enterprises may reasonably be expected to produce a twenty-five percent (25%) participation goal for SBEs. For the purpose of this RFP, SCPPA's Supplier Diversity program is modeled after that of the Los Angeles Department of Water and Power. Further information concerning the Supplier Diversity Program may be obtained from the Supply Chain Services Division of the Los Angeles Department of Water and Power. 8. SCPPA-FURNISHED PROPERTY: SCPPA’s or a Member’s utility drawings, specifications, and other media or information furnished for the Respondent’s use shall not be furnished to others without written authorization from SCPPA or the applicable Member(s). 9. CONTRACTOR-FURNISHED PROPERTY: Upon completion of all work under any agreement developed as a result of this RFP, ownership and title to reports, documents, drawings, specifications, estimates, and any other document produced as a result of the agreement shall automatically be vested to SCPPA and no further agreement will be necessary for the transfer of ownership to SCPPA. SCPPA has the sole right to distribute, SCPPA ELECTRONIC NEWSLETTER RFP: 05/25/2023 – 06/30/2023 SCPPA RFP - 2023 reproduce, publish, license, or grant permission to use all or a portion of the deliverable documentation, work product or presentations as it determines in its sole discretion. IX. EVALUATION CRITERIA Proposals will be evaluated according to the following principles: 1. An evaluation team, composed of qualified reviewers, will judge the merits of the proposals received in accordance with the criteria defined in the RFP. 2. The Proposal will first be assessed as to whether it is complete and meets the minimum qualification requirements on a pass or fail basis. 3. The Proposals will then be evaluated on the basis of pre-defined criteria including the following: a. Competitive Price b. Service Offering c. Completeness d. Experience e. References f. Exceptions to Contract Terms and Conditions 4. Depending on whether the SCPPA Board of Directors’ (“Board”) or Executive Director’s approval is required under the SCPPA Procurement Code, the evaluation team will make a recommendation to the Board or Executive Director, and the Board or Executive Director will determine whether to adopt or reject the evaluation team’s recommendation. Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 1 MASTER [GOODS AND SERVICES AGREEMENT/PROFESSIONAL SERVICES AGREEMENT] BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND [CONSULTANT NAME] This MASTER [GOODS AND SERVICES AGREEMENT/ PROFESSIONAL SERVICES AGREEMENT] (“Agreement”) is dated and effective [DATE], by and between [CONSULTANT NAME] ("Consultant"), [LEGAL CAPACITY], located at [ADDRESS], and Southern California Public Power Authority ("SCPPA"), a joint powers agency created pursuant to the laws of the State of California, with offices at 1160 Nicole Court, Glendora, California 91740. SCPPA and Consultant are also referred to herein individually as “Party” and together as “Parties”. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. WHEREAS, SCPPA member utilities (“Members”) are engaged in the generation, transmission, and distribution of electrical energy to retail customers; and WHEREAS, SCPPA has a need for professional and technical services including studies and reports to facilitate SCPPA’s services that support its Members’ procurement of generation and transmission resources and their obligation to first acquire energy efficiency and demand reduction resources that are cost effective, reliable and feasible as mandated by Section 9615 of the California Public Utilities Code; and WHEREAS, Consultant is qualified and capable of providing such services. NOW, THEREFORE, in consideration of the promises herein and for other good and valuable consideration, the Parties agree as follows: 1. Services to be Provided: SCPPA engages Consultant to provide the services and related tasks (“Services”) outlined in Exhibit A for itself and its Members to utilize pursuant to one or more separate task orders (“Task Order”) substantially in the form attached hereto as Exhibit C. The Services performed by Consultant under all Task Orders shall be based upon the price terms listed in Exhibit B, provided that in no event shall the payments to Consultant exceed the designated maximum amount listed in Exhibit B for all Task Orders under this Agreement. Each Task Order shall specify the tasks and assignments, from among the Services, to be performed by Consultant. Each Task Order may include a cap for all payments for Services performed under the Task ATTACHMENT A Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 2 Order and a time schedule for completion of the Services. Any Member that elects to participates in any Task Order is referred to herein as the "Participating Member." No Task Order may be amended except by written agreement executed by Consultant, SCPPA and the Participating Member, provided that if a Participating Member has elected to confirm its Task Order participation through a letter to SCPPA, the Participating Member shall have submitted a new letter to SCPPA requesting the amendment to the Task Order prior to SCPPA’s execution of the amended Task Order. 2. Independent Contractor: Consultant is an independent contractor, is not an employee of SCPPA or any Member and shall not be entitled to any employment benefits or rights afforded by SCPPA or Members to their employees, including, but not limited to, sick leave, vacation leave, paid leave, holiday pay, retirement benefits, worker’s compensation or other insurance benefits. Consultant shall indemnify, defend and hold harmless SCPPA and Members for the payment of any employee and/or employer contributions for the California Public Employees Retirement System (“PERS”) benefits on behalf of Consultant or its employees, agents or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of SCPPA or Members. This indemnification is intended to supplement and is not intended to limit or exclude the application of the indemnification requirements provided in Section 7 hereof. Consultant shall furnish the Services according to its own manner and methods except as required by applicable Laws and this Agreement. Consultant shall have no authority, express or implied, to act on behalf of or bind SCPPA or Members to any obligation in any capacity whatsoever as agent or otherwise. Consultant may use the services of subcontractors to perform a portion of its obligations under this Agreement with the prior written approval of SCPPA. Subcontractors shall be provided with a copy of this Agreement and Consultant shall cause all subcontractors to comply with the same and agree in a separate writing to be bound by its terms. Consultant shall be the responsible party with respect to all actions of its subcontractors. Consultant’s visit to and time spent at SCPPA, Member or project site locations shall be subject to normal business hours, appropriate safety standards and security requirements. 3. Standard of Care: The Consultant will perform Services under this Agreement with the degree of skill and diligence normally practiced in the same industry by consultants performing the same or similar services. Consultant shall comply with all Federal, State, County, local and other governing laws, rules and regulations applicable to the performance of the Services including Participating Member(s) business practices or other requirements set forth in a Task Order, including, but not limited to, equal opportunity practices, living wage ordinances, applicable business licenses, taxpayer protection acts (limiting gifts or campaign contributions), and assignment of antitrust causes of action. Consultant represents and warrants that it is Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 3 appropriately licensed, qualified and experienced to provide the Services. Consultant acknowledges that if it is subject to the requirements of the California Consumer Privacy Act (“CCPA”) and represents that all Services performed hereunder shall comply with such requirements. If requested, Consultant agrees to execute a Non-Disclosure Agreement or other ancillary agreement to document Member-specific requirements for purposes of addressing CCPA, California Public Records Act (“CPRA”), Confidentiality and/or Cybersecurity concerns. 4. Amendments: Amendments to this Agreement must be in writing and signed by both Parties. 5. Payment: SCPPA shall pay Consultant for Services in accordance with the terms of this Agreement and the applicable Task Order. Consultant is not authorized to perform any Services or incur any costs whatsoever until: (1)a Task Order has been executed by the signature of both Parties (and the Participating Member if the Participating Member has elected to sign the Task Order); and (2) a written purchase order providing authorization for the start of Services for such Task Order has been issued to the Consultant by the SCPPA designated representative. In addition to any specific requirements in a Task Order, each invoice from Consultant shall include the following: a. A reference to the purchase order number associated with the purchase order issued by SCPPA for such Services to be performed under the Agreement and Task Order and any other number assigned by SCPPA for invoices under this Agreement; b. Name of each Participating Member that has received Services for which the invoice is being issued by Consultant; and c. The basis for the amount invoiced, including a description of Services provided. Consultant shall submit all invoices to SCPPA. Invoices delivered to SCPPA shall be sent to billinginvoices@scppa.org. Invoices received by SCPPA on or before the 15th day of a given month and subsequently approved by the Participating Member on or before the 25th day of the same month, shall be paid by SCPPA before the end of the following month. All other properly invoiced amounts shall be paid not more than sixty (60) days after delivery of an invoice, provided that the funds for the payment of such invoices have been transmitted to SCPPA by the Participating Member. SCPPA shall inform Consultant of any disputed invoice amounts within thirty (30) days of receipt of the invoice by SCPPA. SCPPA may withhold payment of such disputed amounts until both Parties have reached agreement on the proper amount of the invoice. 6. Taxes: All taxes imposed on Consultant’s income, imposed or assessed by reason of this Agreement Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 4 or its performance, including but not limited to sales or use taxes, shall be paid by Consultant. Consultant shall be responsible for any taxes or penalties assessed by reason of any claims that Consultant is an employee of SCPPA. 7. Indemnity: Consultant shall defend, indemnify and hold harmless the Southern California Public Power Authority and Members and their officers, employees, assigns and successors in interest (collectively, “Indemnified Parties”) from and against any and all suits and causes of action, claims, charges, damages, demands, judgments, civil fines and penalties, or losses of any kind or nature whatsoever arising out of, or incident to, the performance of Services under this Agreement (“Claims”), excluding only those Claims arising from the gross negligence or willful misconduct of SCPPA or their respective officers or employees. 8. Intellectual Property Infringement: Consultant shall defend, indemnify and hold harmless SCPPA and each Participating Member from and against any loss, cost and expense that SCPPA or each Participating Member incurs because of a claim that any deliverables, materials, software or hardware or equipment (hereinafter “Products”) provided pursuant to this Agreement infringes on the intellectual property rights of others. Consultant’s indemnification obligation under this Section 8 is conditioned on the following: (i) SCPPA must notify Consultant of any such claim and (ii) the claim must not arise from modifications to or misuse of the Product by SCPPA or the Participating Member. In the event of an infringement claim, Consultant, at its sole option and expense, may (A) retake title and possession of the Product and refund all compensation paid by SCPPA, or (B) obtain for SCPPA and any Participating Member the right to continue using the Product under the terms of this Agreement as was being used prior to the infringement claim; or (C) replace for SCPPA and any Participating Member the Product with another that is substantially equivalent in function, or modify the Product so that it becomes non-infringing and substantially equivalent in function. Consultant’s election in response to an infringement claim as described in this Section 8 shall not result in any additional costs or liability to SCPPA and any Participating Member. 9. Insurance: Consultant shall at its sole cost and expense procure, provide and maintain, and shall require each subcontractor (regardless of tier) to provide and maintain, in effect during the performance of any Services under this Agreement insurance coverage with carriers reasonably satisfactory to SCPPA, as follows: (a) Workers’ Compensation insurance in accordance with statutory limits, as required by the state in which the services are to be performed, including a waiver of subrogation favoring SCPPA, and Employer’s Liability insurance with limits of not less than one million dollars Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 5 ($1,000,000) each employee for accident, $1,000,000 each employee for disease, and $1,000,000 policy limit for disease. (b) Commercial General Liability insurance providing coverage for bodily injury, property damage, personal injury, advertising liability, blanket contractual liability, Consultant’s obligations under this Agreement, products and completed operations, and coverage for independent contractors with limits of not less than one million dollars ($1,000,000) for each occurrence. Such policy shall cover SCPPA and each Participating Member as an additional insured, include a severability of interest provision, and be primary and not contributory with respect to any insurance carried by SCPPA or Participating Members. (c) Commercial Automobile Liability insurance providing coverage for all owned, non- owned, and hired automobiles used by Consultant in the performance of the services with a combined single limit of not less than one million dollars ($1,000,000) for each occurrence of bodily injury and property damage. (d) Errors & Omissions/Professional Liability insurance, including cover for liability arising from intellectual property infringement, information technology and software development services, with limits of one million dollars ($1,000,000). (e) Cyber Security Coverage including technology / professional liability insurance, intellectual property infringement, and data protection liability insurance. Consultant shall procure and maintain coverage for cyber liabilities and financial loss resulting or arising from acts, errors, or omissions, in connection with data maintenance, hosting, software development and other information technology services provided under this agreement. Coverage shall include protection for liability arising from: 1. intellectual property infringement arising out of software and/or content (excluding patent infringement and misappropriation of trade secrets); 2. breaches of security; 3. violation or infringement of any right, privacy, breach of federal, state, or foreign security and/or privacy laws or regulations including; and, 4. data theft, damage, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on a third party. The minimum limits shall be three million dollars ($3,000,000) for each and every claim and in the aggregate. Such insurance must address all of the foregoing without limitation if caused by an employee of the Consultant or an independent contractor working on behalf of the Consultant in performing Services under this contract. Policy must provide coverage for Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 6 wrongful acts, claims, and lawsuits anywhere in the world. The policy must be kept in force during the life of the contract and for two years (either as a policy in force or under an extended reporting provision) after contract termination. (f) All required policies shall provide not less than a thirty (30) day notice of cancellation to SCPPA. The insurance to be provided by Consultant under this Agreement shall not include any of the following: except for Professional Liability Insurance, any claims-made insurance policies; any self-insured retention or deductible amount greater than two hundred fifty thousand dollars ($250,000) unless approved in writing by SCPPA; any endorsement limiting coverage available to SCPPA or Participating Members that is otherwise required by this Section 9; and any policy or endorsement language that (i) negates coverage to SCPPA or Participating Members for SCPPA’s or Participating Members’ own negligence; (ii) limits the duty to defend SCPPA or Participating Members under the policy; (iii) provides coverage to SCPPA or Participating Members only if Consultant is negligent, or (iv) permits the recovery of defense costs from any additional insured. The insurance provided under this Agreement shall not contain any restrictions or limitations which are inconsistent with SCPPA’s or the Participating Members’ rights under this Agreement. Consultant shall furnish SCPPA proof of all specified insurance evidencing the required coverages prior to commencement of Services under this Agreement or any Task Order issued pursuant to this Agreement. Consultant shall provide SCPPA a new or renewed certificate of insurance upon any changes or modifications to coverage including any extension or renewal of required insurance coverage; provided that any changes or modifications to coverage shall be consistent with the requirements of this Agreement. 10. Term and Termination: (a) The term of this Agreement shall be three (3) years from the date hereof at which time it shall either expire or be extended by written agreement of the Parties for one (1) or more additional terms totaling no more than three (3) years, unless sooner terminated in accordance with this Section 10. (b) Either Party may terminate this Agreement, with or without cause, upon thirty (30) days’ written notice to the other Party. Upon such termination, (i) Consultant shall reimburse SCPPA for all payments made by SCPPA for Services not yet completed, or (ii) if outstanding payments are owed to Consultant, SCPPA shall pay Consultant for all Services satisfactorily performed in accordance with this Agreement up to the date of termination. Any rights or obligations pursuant to Sections 5, 6, 7, 8, 10, 11 and 13 shall survive the expiration or termination of this Agreement for a period of two (2) years. Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 7 (c) No Task Order shall be executed pursuant to this Agreement if the time or deadline for performance thereof extends beyond the then-applicable expiration date of the Agreement. (d) Notwithstanding the foregoing provisions of this Section 10, at SCPPA’s sole discretion and for good cause shown, this Agreement shall not expire while services to be performed under an existing Task Order remain incomplete. 11. Use and Ownership of Work Product: (a) As used in this agreement, the term “Work Product” means any and all deliverables or materials fixed in a tangible medium of expression, including software code, written procedures, written documents, abstracts and summaries thereof, or any portions or components of the foregoing created, written, developed, conceived, perfected or designed in connections with the Services provided under this Agreement. (b) SCPPA and the Participating Members shall retain all rights, title and interest in and to the Work Product, including all intellectual property rights therein and any and all enhancements, improvements and derivative works thereof, and Consultant obtains no rights therein. 12. Information Provided by Others: To the extent reasonably available to SCPPA and/or the Participating Members, and not otherwise subject to any confidentiality requirement, SCPPA and/or the Participating Members, upon Consultant’s request shall provide to the Consultant in a timely manner any information reasonably needed to perform the Services hereunder. Consultant may rely on the accuracy of information provided by SCPPA and Participating Members. Any Customer Data (as defined in Section 13 herein) furnished to Consultant by SCPPA or Participating Members shall be deemed Confidential Information subject to Section 13 of this Agreement. 13. Confidential Information: As used herein, “Customer Data” shall mean any and all data that describes anything whatsoever about an individual customer of a Participating Member, such as address, employment, contact information, usage history, financial transactions and/or credit history, or that affords a clear basis for inferring things done by or to an individual or entity such as a record of a person’s presence in a place, or requests for temporary changes in service. “Customer Responses” shall be all information or opinion collected or gathered from an individual customer of a Participating Member, either verbally, in writing, or electronically. Either Party (as to information disclosed, the "Disclosing Party") may provide the other (as to information received, the "Receiving Party") with information in connection with this Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 8 Agreement that it may deem to be “Confidential Information” as defined herein. Confidential Information shall mean any and all: (1) Customer Data provided by SCPPA or any Participating Member to Consultant or any of Consultant’s subcontractors; (2) Customer Responses collected by Consultant or any of Consultant’s subcontractors from customers of any Members; and (3) any information provided to one Party from another that is labeled and/or marked confidential. Receiving Party agrees: (a) to use or reproduce the Confidential Information only as necessary to realize the benefits of or perform its obligations under this Agreement and for no other purpose, (b) to take reasonable measures to prevent disclosure of the Confidential Information to third parties, and (c) not to disclose the Confidential Information to a competitor of Disclosing Party. Notwithstanding the foregoing, Confidential Information does not include information which (i) at the time of disclosure is within the public domain through no breach of this Agreement by either Party; (ii) has been known or independently developed by and is currently in the possession of recipient prior to disclosure or receipt thereof; (iii) was or is acquired by recipient from a third party (other than a Participating Member customer contacted by Consultant in the course of performance of this Agreement) or (iv) disclosed pursuant to a legal requirement or order. The recipient may disclose the Confidential Information on a need-to-know basis to its contractors, agents and affiliates who agree to confidentiality and non-use terms that are substantially similar to these terms. In the case of a bona fide request received by SCPPA under the California Public Records Act (“CPRA,”) Cal. Gov't Code § 6250 et seq.) from a third party for access to Consultant’s Confidential Information subject to this Agreement, SCPPA shall notify Consultant of such request and shall follow Consultant's reasonable instructions in responding thereto subject to the understanding that SCPPA cannot delegate the responsibilities imposed on it by the CPRA to Consultant. In the event access to such Confidential Information is denied and the third party requesting the same initiates litigation to compel access under the CPRA, SCPPA shall promptly advise Consultant of such litigation, and SCPPA shall have no other duty or obligation to Consultant under this Agreement with respect to the denial of access to such Confidential Information or to oppose or defend any such litigation. Consultant, at its own cost and expense, shall indemnify, defend and hold SCPPA free and harmless from such litigation or any claim, suit, cost, expense, attorneys’ fees, judgment or order related thereto or otherwise arising from the denial of access to Consultant’s Confidential Information to said third party. If Consultant is requested or required, pursuant to any order, rule, ruling, discovery request, subpoena, civil investigation or similar process to disclose any of SCPPA’s or Participating Members’ Confidential Information, Consultant shall provide prompt written notice to each of SCPPA and the affected Participating Members of such request or requirement so that SCPPA Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 9 and the affected Participating Members may, at their own expense, seek a protective order or other appropriate remedy concerning such disclosure. Confidential Information must be kept in a secure location. Confidential Information received from customers of a Member shall only be provided by Consultant to SCPPA and the interested Participating Member, and to no other party. Consultant shall, when directed by SCPPA, create aggregated data derived from Confidential Information in such a way such that individual customer responses or data cannot be determined. Consultant shall retain the Confidential Information only so long as it is necessary to perform Consultant’s tasks under the Agreement, and after such time, the Confidential Information shall be returned to SCPPA or at SCPPA’s written request, destroyed, and Consultant shall retain no copies of the Confidential Information. Consultant shall be responsible to ensure that any subcontractors used to provide Services that have access to Confidential Information or who shall collect Customer Responses comply with the provisions of this Section 13. Notwithstanding these restrictions, (a) Consultant may disclose Confidential Information to its affiliates and subcontractors in connection with performance of the Agreement, (b) a Receiving Party may disclose Confidential Information to its auditors, (c) SCPPA may disclose Confidential Information to Members, and (d) a Receiving Party may disclose Confidential Information to any other third party with the prior written permission of Disclosing Party, and in each case, only so long as the Receiving Party obtains a non-disclosure commitment from any such subcontractors, auditors, lenders or other permitted third party that prohibits disclosure of the Confidential Information and provided further that the Receiving Party remains responsible for any unauthorized use or disclosure of the Confidential Information. Each Disclosing Party warrants that it has the right to disclose the information that it discloses. 14. [INCLUDE IF MASTER GOODS AND SERVICES AGREEMENT] SCPPA’s Right to Inspect Property: Upon reasonable notice to Contractor, SCPPA and/or Members shall have the right during the performance of the Work to inspect the site, subject in all cases to all applicable rules, policies and regulations related to safety, as well as state and local building code and ordinance compliance, including Contractor's and its subcontractors' reasonable safety precautions, provided that such inspection and presence does not unreasonably interfere with or delay the completion of the Work and Contractor's performance of its other obligations under this Agreement. 15. [INCLUDE IF MASTER GOODS AND SERVICE AGREEMENT] Title to Goods and Warranties: (a) Title to Goods. The risk of loss and title to goods supplied by Contractor to SCPPA pursuant to the Work Scope shall pass upon delivery to SCPPA, unless otherwise specified in the Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 10 Work Scope. (b) Warranties. Contractor warrants that goods shall be delivered free from defects in material, workmanship and title and that the services shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications, as identified in Exhibit A and/or the specific Task Order. Contractor warrants that the services performed by it hereunder will be performed in a workmanlike manner and in accordance with generally accepted professional standards. In the event the services do not conform, such nonconforming services shall be corrected by Contractor. If goods or services do not meet the above-warranties, SCPPA shall promptly notify Contractor in writing prior to expiration of the warranty period. Contractor shall (i) at its option, repair or replace defective goods and (ii) re-perform defective services. If despite Contractor’s reasonable efforts, a non- conforming goods cannot be repaired or replaced, or non-conforming services cannot be re-performed, Contractor shall refund or credit monies paid by SCPPA for such non- conforming goods and services. 16. Dispute Resolution: In the event of a dispute between the Parties either Party may deliver to the other Party a notice of dispute with a detailed description of the underlying circumstances for the dispute. The dispute notice shall include a schedule of availability of the notifying Party’s officers having a title of senior vice president or higher duly authorized to settle the dispute during the thirty (30) day period following delivery of the dispute notice. The recipient Party shall, within five (5) business days of receipt of the dispute notice, provide to the notifying Party a parallel schedule of availability of its officers having a title of senior vice president or higher duly authorized to settle the dispute. The senior officers of the Parties shall meet and confer as often as reasonably necessary during the thirty (30) day period in good faith negotiations to resolve the dispute. In the event the dispute is not resolved within the thirty (30) day period then either Party may pursue any legal remedy available to it. 17. Representatives: SCPPA’s representative for administration of this Agreement: [ fill in ], (626) 793-9364, fax number (626) 793-9461 and e-mail address is [ fill in ]. All questions to SCPPA pertaining to this Agreement shall be referred to the person named above. Consultant’s representative for this Agreement: [ fill in ], [telephone number], and [e-mail address is]. All questions to Consultant pertaining to this Agreement shall be referred to the person named above. The representatives set forth herein shall have authority to give all notices required herein. 18. Notices: Notices, requests, demands and other communications made pursuant to this Agreement shall be deemed given only if in writing signed by an authorized representative of the sender and Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 11 delivered by first class mail, electronic mail, or by a courier or service guaranteeing overnight delivery to the receiving party, addressed as follows: Either party may change its contact information for the purposes of this Agreement by giving written notice of such change to the other party in the manner provided in this Section. Notice shall be deemed effective: 1) immediately, upon personal delivery or upon transmission by electronic mail accompanied by a telephone call to the intended recipient; 2) one (1) calendar day after transmission by electronic mail not accompanied by a telephone call; 3) five (5) calendar days after deposit in first class mail, if mailed within the United States; and 4) ten (10) calendar days after deposit in the mail, if mailed from outside the United States. 19. Miscellaneous: (a) Assignment – This Agreement is binding upon and shall inure to the benefit of SCPPA and Consultant and their respective successors and assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement to a successor of the Party’s entire business relating to this Agreement. (b) Integration; Conflicts – This Agreement, including Exhibits hereto, contains the entire agreement between the Parties and supersedes all prior negotiations, representations or agreements, whether written or oral. Any conflict between the terms of this Agreement and the Exhibits hereto, or any Task Order, the terms of this Agreement shall control. Any conflicts between the Exhibits and any Task Order, the Exhibits shall control. (c) Waiver – The failure to enforce any terms of this Agreement or the waiver of any breach of this Agreement shall not constitute a waiver of any other breach or a relinquishment of right to enforce the same or any other provision of this Agreement. (d) Severability – If any provision of this Agreement is rendered invalid or unenforceable under any circumstance, the remainder of this Agreement shall continue to be in full force and effect and the provision declared invalid or unenforceable shall continue to be in full force and effect as to other circumstances in accordance with the laws of the State of To SCPPA: To Consultant: Michael S. Webster Executive Director 1160 Nicole Court Glendora, CA 91740 mwebster@scppa.org [ fill in name] [Title] Street Address City, State Zip XXX@YYY.com-net-org-gov Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 12 California. (e) Governing Law – This Agreement is entered into in Los Angeles County in the State of California and shall be governed by, and construed in accordance with, the laws of the State of California. (f) Venue – All litigation arising out of, or relating to this Agreement, shall be brought in a state or federal court in the County of Los Angeles in the State of California, both Parties waive any defense of forum non conveniens. 20. Execution in Counterparts, Electronic Signatures and Document Transmission: This Agreement may be executed in counterparts, and, upon execution by each signatory, each executed counterpart shall have the same force and effect as an original instrument and as if all signatories had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Agreement identical in form hereto by having attached to it one or more signature pages. The Parties may execute this Agreement by manual signature or by electronic signature, each of which shall have the same force and effect. A signed copy of this Agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes, to the extent provided under applicable law, including California’s Uniform Electronic Transactions Act. [SIGNATURE PAGE FOLLOWS] Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name 13 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By: MICHAEL S. WEBSTER Executive Director Approved as to Legal Form: [ARMANDO ARBALLO]MARY BETH MARTIN [Associate Counsel]General Counsel [ ... LEGAL ENTITY NAME ...] By: [ PRINTED NAME IN CAPS ] [ Printed Title ] Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name A-1 EXHIBIT A SCOPE OF SERVICES TO BE PROVIDED UNDER THIS AGREEMENT Services not expressly set forth in this Exhibit A are excluded. [To Be Completed] Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name B-1 EXHIBIT B COMPENSATION SCHEDULE AND HOURLY FEES In no event shall SCPPA’s payment obligations to Consultant for all Services performed or for any other reason exceed [INSERT DOLLAR AMOUNT (the “Not to Exceed Amount”)]. Consultant shall provide notice to SCPPA prior to reaching the Not to Exceed Amount. Any services provided by Consultant in excess of this authorization, and without prior execution of an amendment hereto by the Parties, shall be at Consultant’s sole risk and without payment. For avoidance of doubt SCPPA and Participating Member shall not be liable for any unauthorized excess billings whatsoever All travel must be preapproved in writing by SCPPA or the applicable Participating Member. As a public agency, SCPPA shall not reimburse Consultant for travel, food and related costs in excess of those permitted by the Internal Revenue Service. Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name C-1 EXHIBIT C EXEMPLARY TASK ORDER FORM TASK ORDER No.: [...input number, sequential to prior Task Orders, if applicable...] Date: [ ] Project Description: [ ] Participating Member (if applicable): [ ] Consultant: [ ] Consultant, SCPPA and the Participating Member(s) (“Participant(s)”) identified above agree that Consultant shall provide the Services specified herein pursuant to the terms and conditions of the [Agreement Type] (“Agreement”) between SCPPA and Consultant dated [Agreement Effective Date], except as specifically modified herein. Scope of Services [General Description Of Services] Term [This Task Order shall Terminate on [date]] Compensation [Specify Fees and Schedule – must include a Not to Exceed Amount for services under the Task Order (the “Not to Exceed Amount”)] Consultant shall provide notice to SCPPA and Participating Member prior to and upon reaching the Not to Exceed Amount. Any services provided by Consultant in excess of this authorization, and without prior execution of an amendment hereto by the Parties, shall be at Consultant’s sole risk and without payment. For avoidance of doubt SCPPA and Participating Member shall not be liable for any unauthorized excess billings whatsoever. Representative(s) of Participating Member(s) [Identify Names and appropriate Contact information for all Member staff who are authorized representatives for the administration of the Agreement and who should be sent invoices from Consultant] Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name C-2 [SIGNATURE PAGE FOLLOWS] Draft [DATE] SCPPA Master Professional Services Agreement Consultant Name C-3 IN WITNESS WHEREOF, the parties have signed this Task Order as of the date first written above. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By: MICHAEL S. WEBSTER Executive Director Approved as to Legal Form: [NAME] [Title] [ ... LEGAL ENTITY NAME ...] By: [ ... PRINTED NAME IN CAPS ...] [ ... Printed Title ...] Participating Member’s Acknowledgement and Agreement The undersigned hereby attests that [...he or she...] has the requisite authority to bind the Participant to the obligations set forth in this Task Order. Participant agrees to be responsible for any and all fees, costs and expenses invoiced to SCPPA by Consultant for work performed on behalf of, or for the benefit of, Participant pursuant to the Agreement. Participant agrees to indemnify, defend and hold harmless SCPPA, all other Members and their respective directors, officers, agents, representatives, employees, successors and assigns from and against any and all losses, injuries, costs and expenses, damages, liens, claims, or liabilities, including reasonable attorney’s fees, incurred by SCPPA in connection with the Services performed for the benefit of, or on behalf of, Participant pursuant to this Task Order, except for the gross negligence or willful misconduct of SCPPA or such other SCPPA members, and their officers, agents, representatives or employees. NAME OF PARTICIPATING MEMBER (required) By: [ ... PRINTED NAME IN CAPS ...] [General Manager / Utility Director] Check here if Participating Member has indicated acknowledgement and agreement to pay for Services procured under this Task Order by letter from Participating Member’s General Manager addressed to SCPPA.