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HomeMy WebLinkAbout2015-04-28 - AGENDA REPORTS - UTILITY COST MGMT AUDIT CONTR (2)Agenda Item: 6 CITY OF SANTA CLARITA Q) AGENDA REPORT CONSENT CALENDAR 1 CITY MANAGER APPROVAL: DATE: April 28, 2015 SUBJECT: AWARD CONTRACT TO UTILITY COST MANAGEMENT LLC FOR UTILITY BILLING AN D FRANCHISE FEE AUDIT SERVICES DEPARTMENT: Administrative Services PRESENTER: Carmen Magana RECOMMENDED ACTION City Council: 1. Award a contract to Utility Cost Management LLC, to perform utility billing and franchise fee audit services in the amount up to $100,000 annually for three years with the option to renew up to two years. 2. Authorize the City Manager or designee to execute the contract and associated documents subject to City Attorney approval. BACKGROUND The City is seeking to reduce utility expenses by procuring utility billing and franchise fee audit services from Utility Cost Management LLC (UCM). UCM will identify and obtain all refunds and ongoing savings opportunities against the City's utility accounts including gas, electric, water, and annual franchise fees. UCM will ineasure and verify those savings over the life of the contract by gathering and organizing historical billing information on the utility accounts and franchise fees serving the City's properties. All utility accounts are reviewed to determine whether they are being billed appropriately and whether they have been billed correctly in the past. UCM's analysis includes, but is not limited to, the investigation of billing calculations, inapplicable rate schedules, proper metering of services, optional rates, applicability of taxes and surcharges, baseline and lifeline allowance calculations, meter multipliers, and the applicability of all rules and regulations. UCM's fee is calculated based on cost savings realized as a result of newly assigned rates identified by UCM and implemented by the utility company. UCM's fee is calculated at 42 percent of savings generated; therefore, the City will only incur a fee if cost savings are realized. Page I Packe This is a cost savings when compared to the City's most recent contract with Pacific Utility Audit for the same services at a cost of 50 percent of savings generated. Billing audits of the City's electric utility bills resulted in net annual savings averaging $66,200 over the last three fiscal years. UCM will expand the billing review services to include water and gas utilities. Additionally, utility franchise fees collected from Southern California Edison and The Gas Company will be reviewed. ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT Funds to cover costs related to this contract will be offset by savings in utility expense. ATTACHMENTS Professional Services Agreement - Utility Cost Management LLC (available in the City Clerk's Reading File) Page 2 Packet Pg Docu , Sign Envelolpe ID: �tD7�4�5-G409-4F32-9C28-2DDB62CE068D CON -6 Council Approval Date: Agenda Item: Contract Amount: PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND UTILITY COST MANAGEMENT LLC (UCM) FOR UTILITY BILLING AND FRANCHISE FEE AUDIT SERVICES This AGREEMENT by and between the CITY OF SANTA CLARITA, a municipal corporation and general law city ("CITY") and, UTILITY COSTMANAGEMENT LLC (UCM) ("CONSULTANT"). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; and B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; and C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed ONE HUNDRED THOUSAND DOLLARS dollars ($ 100,000.00 ) for CONSULTANT's services. CITY may modify this amount as set forth below, Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit(s) " A and B " which is/are incorporated by reference. 2. SCOPE OF SERVICES A. CONSULTANT will perform services listed in the attached Exhibit(s) . " A and B " which is/are incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of' any bocuSign i7nvellpl 1b: �Ebii4Fb-b�66.4���-.9C29-2Dbb6�6�o66b deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies wi [I be borne by CONSULTANT. 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit(s) " A and B ") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANTfor current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6, ADDITIONAL WORK. A If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the CITY with written notification that contains a specific description ofthe proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed; and Carefully considered how the set -vices should be performed; and III Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. If services involve work upon any siie, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at: CONSULTANT's own risk until written instructions arc received from CITY. Revised WO I I Page 2 of I I DocuSign Envelope ID: 7ED774FB-G4O9-4F32-9C28-2DDB620EO68D 8. TERM. 'rhe term of this Agreement will be from 05/01/2015 to 04/30/2016 Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: 0 Revised 1/2011 PaBC3 of I I DocuSign Envelope lb: 7E�774FB-G409-4F32-9C28-2DDG620EC68D 15. TERMINATION A. CITY may terminate this Agreement at any time with or without cause B. CONSULTANT rn ' ay terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT'S own cost; CITY will not be obligated to compensate CONSULTANT for such work. D Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section I(Q. E F Revised 1/2011 Page4 of I I DocuSign Envelope ID: 7ED774FB-0409-4F32-9C28-2DDB520EO68D 18. INDEMNIFICATION. CONSULTANT agrees to indemnify and hold CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), ini . uries, or liability, arising out of the performance of this agreement by CONSULTANT. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, arising out of performance by CONSULTANT of services rendered pursuant to this Agreement, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnif� CITY for any judgment rendered against it or any sums paid out in settlement or costs incurred in defense other -wise. Notwithstanding ally provisions of this Agreement to the contrary, design professionals shall be required to defend and indemnify the City only to the extent allowed by Civil Code Section 2782.8, namely for claims that arise out of, pertain to, or relate to the negligence, recklessness - or willful misconduct of the design professional. The term "design professional" includes licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors and the Business entities which offer such services in accordance with the applicable provisions of the business and Professions Code. 19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable tirrics to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. Revised 1/2011 of t I bocuSign Envelope ID: 7ED774FB-0409-4F32 . -9C . 2 8-2DDB 1 6 1 20EO68D 22. INSURANCE A Before commencing performance under this Agreement, and at all other times this Agreement is erfective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000MO Business automobile liability $1,000,000 Workers compensation Statutory requirement B Commercial general liability insurance will meet or exceed the requirements of ISO -CGI, Form No. CG 00 01 11 85 or 89. The amount ofinsurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property darria.-e for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be an an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three. (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time, this Agreement was in effect. D Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0 1 06 92, including symbol I (Any Auto). 13 Re,ised 112011 Page 6 of I I bocuSign Envelope iD: �Ebii4F6-6469-4i`32-9C28-2DDB62 OE068D Revised 1/2011 Page 7 of 11, DocuSign Envelope ID; 7ED774FB-0409-4F32-9C28-2DDB62CE068D 26. CONFLICT OF INTEREST, CONSULTANT will comply with all conflict of interest - laws and regulations including, without limitation, CITY's Conflict of Interest Code (on File in the City Clerk's Office). It is incumbent upon the CONSULTANT or CONSULTING FIRM to notify the CITY pursuant to Section 25. NOTICES of any staff changes relating to this Agreement. A. In accomplishing the scope of services of this Agreement, all officers, employees and/or agents of CONS U LTANT(S), unless as indicated in Subsection B., will be performing a very limited and closely supervised function, and, therefore, unlikely to have a conflict of interest arise. No disclosures are required for any officers, employees, and/or agents of CONSULTANT, except as indicated in Subsection B. Initials of Consultant B. In accomplishing the scope of services of this Agreement, CONSULTANT(S) wil I be performing a specialized or general service for the CITY, and there is substantial likelihood that the CONSULTANT'S work product will be presented, eithei written or orally, for the purpose of influencing a governmental decision. As a result, the following CONSULTANT(S) shall be subject to the Disclosure Category "I" ol'the CITY's Conflict ofInterest Code: 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agoreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement, Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit ofany other party. There will be no incidental or other beneficiaries of any of CONSULTANIT's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. .Revised 112011 l�age 8 of I I DocuS�qn Envelope 111 7ED774PB-0409-4F32-9C28-2DD662o�66a 6 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. I 3 1. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is/are two (2 ) Attachment(s) to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 33. SEVERABILITY, If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect, 14. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action ties been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature, 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of, reference only and will not affect the interpretation of this Agreement. 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38'. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the, natural elements, or other similar causes beyond the Parties' reasonable control, then the. Agreement will immediately terminate without obligation of either party to the other. 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, Fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its. financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the Revisod pa8t 9 of I I DocuSign Envelope ID: 7�D774FB'040�9-4F32-9C28-2DDB620EO68D proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. 40. PROTECTION OF RESIDENT WORKERS, The City of Santa Clarita actively supports the Immigration and Nationality Act (INA), which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Under the INA; employers may hire only persons who may legally work in the United States (i.e., citizens and nationals of the U.S.) and aliens authorized to work in the U.S, The employer must verify the identity and employment eligibility of anyone to be hired, which includes completing the Employment Eligibility Verification Form (1-9). The CONSULTANT shall establish appropriate procedures and controls so no services or products under the Contract Documents wilt be performed or manufactured by any worker who is not legally eligible to perform such services or employment. 41. ELECTRONIC TRANSMISSION OF CONTRACT AND SIGNATURE. The Parties agree that this Agreement may be transmitted and signed by electronic mail by either/any or both/all Par -ties, and that such signatures shall have the same force and effect as original signatures, in accordance with California Government Code section 16.5 and Civil Code section 1633.7. [SIGNATURES ON NEXT PAGE] Revised ](2011 Page 10 of i I ,DocuSign Env�lope ID: 7ED774FB�O4O9.4F32�9C28-2DOB620ED68D IN WITNESS WHEREOF, the parties hereto have exQuited this Agreement on this date of FOR CONSULTANT: By: Print Name & Title Date: FOR CITY OF SANTA CLARITA: KENNETH w. sTRIPLIN, CITY MANAGER 1A City Manager Date APPROVED AS TO FORM: JOSEPH M. MONTES, CITY ATTORNEY By City Attorney Date: Revised IP01 I Pape I I of 11: DocuSign Envelope ID: 7ED774FB-0409-4F32-9C28-2DDS620EO68D EXHIBIT A Proposal for Utility Billing & Franchise Fee Audit Services for the City of Santa Clarita by Utility Cost Manag ement LLC December 2, 2014 Docusign EnvelDpe ID: 7ED774FB-0409-4F32-9C28-21)DB62GE068D A. Resume / Corporate Information When UCM opened for business in 199 1, it started by reviewing bills for a variety of small retail establishments. In the early 1990's, the business grew gradually, working vnih mid-sized commercial customers, such as shopping centers, rull estate companies, office buildings, and multifamily housing providers. By 1995, the firm began attracting the attention of school districts, colleges, and universities. UCM eventually analyzed the bills for hundreds of educational sites that serve more than one million California students, including the University of California, Berkeley. UCM's work for public educational institutions lead to its involvement in the State ofCalifornia's Utility Bill Auditing Program in 1997. Irk a statewide search for capable utility auditing firms conducted by tl)e California Department of General Services, UCM received the highest point total of any bidder. This project proved to be a milestone in UCM's development for two reasons. First, the sheer size of the project established UCM as capable of handling even the largest, most geographically clivcr�c clients. Second, the project enhanced a long relationship with public entities that continues to this day. Since 1997, UCM's public entity clients have included approximately 80 cities, 20 community service districts, 40 water districts and agencies, 12 recreation and park districts, I county, 5 departments of the State of California (Department of Corrections, Department of Consumer Affairs, Military Department, Department of General Services, State Lottery Commission), and 20 school and college districts. The scope of services provided by UCM for all of these Past Public entity clients is the same scope of services we are proposing to provide to the City, as described further below. - 1. Objective UCM's objeclivc on this project will be to identify and obtain all refunds and ongoing savings opportunities on the city's utility accounts (electric, gas, & water) and annual franchise fee statements (electric & gas), and to measure and verify those savings over the life of the contract. Furthen-nore, we aim to accomplish this objective without imposing significant demands on city staff. 2. Tasks, approach, and brief description Fact-finding: UCM gathers and organizes historical billing information on the utility accounts and franchise fees serving client property. The simplest and most effective way to complete the fact-finding stage begins with clients providing one copy of each utility bill and franchise fee statements. From there, UCM utilizes a "Customer Information Release Form" authorizing utility providers to release historical billing I DocuSign Envelope ID: 7ED774F(3-0409-4F32-9C28-2DDB620EC)68D data directly to UCM. This form is required by the utilities in accordance with CPUC directives. By utilizin.g this Customer Information Release Form, we avoid the need for significant involvement by client personnel in performing most of our fact-finding work. If a client cannot provide one copy of each utility bill, it is possible for UCM to rely solely on the release form to complete its fact-finding efforts. However, if we adopt this approach, we require a list of the utility account numbers serving each facility, Another option, if we are given access to files containing past utility bills, is for UCM to gather necessary information directly from the client's files. No client personnel are needed to assist with this effort. In this situation, the release forrn mentioned above is used to supplement information gathered. Site Reviews: If necessary, UCM visits client location-, to gather additional information, These site visits are soinctimes; helpful in verifying billing practices, metering configurations, or ardas served by different accounts. Other than authorizing and providing physical access to the site under review, there is typically no involvement required from city staff oil site reviews. Utility Bill Analysis: UCM analyzcs the data accumulated in light ol'applicable tariffs, statutes, and CPUC decisions. All utility accounts are reviewed to determine whether they are being billed appropriately, and whether they have been billed appropriately in the Past UCM'sanalysis includes, but is not limited to, the. investigoation of billing calculations, inapplicable rate schedules, proper metcriDg of services, optional rates, applicability of taxes and. surcharges, baseline and lifeline allowance calculations, meter multipliers, and the applicability of all rules and regulations affecting billing. UCM uses a proprietary software prograrn that we developed to compare the Financial impact of the myriad rate choices under various scenarios of future lisage characteristics. Historical billing data is normally the starting point for estimating expected future usage characteristics. However, we believe that obtaining in understanding of how and why a customer uses gas, electricity, or water at any particular facility gives us additional insight into potential future usage scenarios, which in turn may affect our rate recommendations. We believe that UCM's analysis of the utility rates and tariffs is unique in that we do more than just compare potential rate options. Instead, we review the rates and tariffs in-depth, looking tor areas where the utilities may be misapplying them. During the course of an audit we may come across a tariff provision that is new, different or unusual. This might lead us to conduct research into the background, purpose and intent behind the tariff provision to aid in our understanding of how it was meant to be applied in practice- This research may entail investigating the legislative history, enabling statutes, CPUC decisions and resolutions, utility advice letters, and other documentation related to the tariff provision. Furthennore, customers are often surprised to learn that tariffs are not always clear and unambiguous. In fact, over the years we have found that ambiguities often exist in the tariff language. Utilities often apply these ambiguities in their own 3 ig . n En valope . I D: 7 . ED7 74 . F 1 8 . - .1 0409 . -4 F3M . C28 . -2DDB62GE068D' favor, even though CPUC decisions clearly state that tariff ambiguities should be interpreted in favor of the customer. We make a point of spotting these tariff ambiguities and ensuring that they are applied in favor of our clients. During the analysis phase, questions about specific accounts sometimes arise. The iriost common questions concern what facilities are served by a particular account and whether tile client has any reason to expect future usage characteristics on the account to vary drarnatically from past usage characteristics. Questions and responses are normally handled via cirail, and require an insignificant amount of tirne from the client. Franchise Fee Analysis: UCM's first step will be to obtain Franchise Fee agreements between the city and SCE & SoCal Gas that have been in effect during the past 10 years, along with copies of Franchise Fee statements, and any other correspondence between the City and SCE & SoCal Gas concerning Franchise Fees. LJCNI will analyze gas and electricity franchise fees and municipal surcharges paid to the City during the past ten years, for the purpose of meeting the objectives listed above, and as outlined below: a. Ucm will contact SCE & SoCal Gas to obtain supporting docurnentation for franchise fecs and municipal surcharge payments. b. UCM will perform detailed analysis of supporting documentation to assess accuracy of data. For gross receipts utilizcd to calculate franchise fees (under the Franchise Act of 1937) as well as municipal surcharges, we will determine the reasonableness of SCE & SoCal Gas figures through analysis of data and comparisons to other municipalities. UCM will reconcile all figures to SCE & SoCal Gus financial statements or regulatory filings before the California Public Utilities Commission (CPUC) or the Federal Energy Regulatory Commission (FERC), IJCM will analyze the reasonableness of SCF & SoCal Gas data through comparisons to other utility providers' CPUC and FERC filings. UCM will evaluate assumptions made by SCE & SoCal Gas in attempting to comply with the Franchise Fee provisions UCM will attempt to determine the accuracy of SCE & SoCal Gas line mileage Figures through statistical analysis, and possibly review of SCE & SoCal Gas mapping records. C. UCM will assess impact of changes in SCE & SoCal Gas Franchise Fee assumptions 7 and/or methodology on the City. UCM will evaluate the rationale supporting each potential change in light of past regulatory decisions. Utility Bill Report Submission: UCIM submits a Findings Report summarizing the findings of its review. The report contains an explanation of the grounds.for all refirrid and savings opportunities identified for cach'utility account, including calculations of die estimated savings and refands expected to be achieved. When necessary, UCM prepares all forms required to initiate changes to utility accounts. If unresolved issues remain after the initial report submission, UCM keeps clients apprised of new developments. Franchise Fee Report Submission: Upon completion of the Franchise Fee Analysis, UCM will provide the City with a written report including: a. A description of steps that were taken during the analysis, 4 -04 09-4F3 2- 9C28-2 Do B620EC66 D Docus� _nvelope ID: 7ED774FB b. A description of errors in SCE & SoCal Gas Franchise Fee calculations that were identified, if arry, and the resulting additional revenues that the City will realize, c. A description of recommended changes in SCE & SoCal Gas Franchise Fee methodology and/or assumptions, and resulting additional revenues, and d. A description of steps that IJCM will take in an effort to secure additional revenues for the city, and the anticipated time frame for implementation Utility Bill Implementation of Changes/Recovery of Refunds: UCM takes all necessary steps to implement recommended changes and collect refunds for past overcharges. 'phis work includes preparing documentation supporting UCM's requests and ineeting. with utility company personnel to discuss each request. UCM -also negotiates with utility authorities to ensure that refund calculations are acceptable and are paid in a timely manner, Once a rate change or a refund has been approved, we notify the clients of this development. If UCIVI believes a utility provider has unfairly denied any request on behalf of a client, we may, with the client's permission, appeal the utility's decision to the CPUC. No involvement from city staff is required for the implementation of rate changes and refund TCqUOSIS, c�xcept that the city must authorize UCM to make the rate changes or i-efund requests that are described in the Findings Report. The scope of UCM's work for its clients (including all of its past public entity clients) has always included not just requesting rate changes or refunds for the client, but also actually obtaining them. In other words, we submit requests for rate changes as well as any refund requests, we work closely and collegially with the utility personnel to obtain the requested rate change or refund from the utility V011111tarily; and if the utility denies the rate change or refund request, ditm we may, with the client's permission, pursue the requests at the CPUC. Franchise Fee Implementation: UCM will work with SCE & SoCal Gas and/or CPUC personnel to implement opportunities described in its written report, including: a. Communicating with key personnel, including via in-person meetings if necessary, to explain and document Franchise Fee errors and/or methodology changes that are warranted, b. Quantifying appropriate amounts due to the city, c. Negotiating with SCE & SoCal Gas to secure payments, and if necessary, filing a CPUC complaint on behalf of the city to compel SCE and SoCal Gas to correct errors or alter Franchise t ee calculation methodology - Franchise Fee -Wilization of City Staff: At project commencement, city staff will assist UCM in gathering Franchise Fee documentation, records, and statements. In addition, when UCM presents its written report to city, it is assumed that city will review the report and respond as necessary. Otherwise, UCM does not foresee the need to utilize city staff in completing this project, 6_� ,DocuSign Envelope ID: 7ED774FB-0409-4F32-gC28-2DDB620EO68D 4. Meetings 'We are more than happy to meet with city personnel, at the city's request, at any time and for any reason. However, such meetings are typicallynot required for UCM to perform its services. Therefore, we do not anticipate the need for meetings in the course of providing our services unless the city wants them. We would, of course, provide regular email and/or phone itipclites to city personnel to keep them apprised of our progress on the project and to address any specific issues as they arise. I D . o I cu . Sig n EnveloPe'O: 7EO74irb�NG64�3MM MD13620EO65D ongoing Consultation, Measurement & Verification, and Invoicing: Because utility rates. and regulations are constantly changing, UCM continues to advise clients of new savings opportunities that arise after our initial review, for as long as we share in the savings under the terms of the agreement. Similarly, clients' utility usage characteristics often change over time. We continue to monitor client utility usage characteristics during the contract term and may recommend new savings opportunities that arise from these changes. During the period of shared savings, UCM sends invoices every three months that set forlh UCM's measurement and verification of the client's savings. This measurement and verification uses the client's actual billing inputs during the period covered by die invoice. Based on these actual billing inputs, we calculate the amount the client would have paid if they had remained on their old rate schedule or franchise fee calculation. We then subtract from this the amount the client actually paid on their newly-assigncd rate or updated franchise fee calculation. The difference is the arnount saved by the client during thu three-month invoice period. Since UCM obtains billing input data directly from thC utility provider, no involvement from city staffis required for invoicing and measurement and verification of savings. 3. WorkProduct The written work product from the above tasks will be as follows. Findings Reports: The Findings Reports for both the Utility Bill Audit and Franchise Fee Audit� states the expected amount of any refunds and ongoing savings identified. For identi6ed refunds, the Findings Report describes the justification for the refunds by making reference to supporting tariffs, statutes or CPUC decisions. For identified ongoing savings, the Findings Report recommends the specific rate schedule or rate option the city should switch to, the tariff justification for making the switch, and the estimated ongoing savings that will result from the switch. For Franchise Fees, the Findings Report will include any appropriate updated Calculation or methodology that increases the City's annual payment from the utility provider. Invoices: Since our fee is calculated based on the savings achieved, we believe it is critical to verify that savings have actually been achieved and to provide the client with detailed support for how we calcidated those sovings. This support is contained in the invoices we send to clients every three months. We calculate savings as the difference between the amount the client actually paid on the newly -assigned rate schedule or updated franchise fee calculation during the invoice period (three months) and the amount they would have paid on the old rate schedule or old franchise fee calculation during the same period. Determining what the client "would have paid" on the old rate schedule requires that we apply the client's actual billing inputs (including usage, demand, time -of -use shares, connected load, taxes, surcharges etc.) during the invoice period to the old rate schedule. UCM's proprietary invoicing software makes this calculation simple and accurate, and allows for a very detailed, but easy -to -read, presentation of these calculations on the invoice itself. W DocuSign Envelope ID: 7ED774FB-0409-4F32-9C28-2L)DB62DED68D B. Education /Experience/ Qualifications The UCM staff assigned to this project will be Michael Kerkoriim, Dara Kerkorian, Chris Wichl, and Beth Rogers. Michael Kerkorian Specific tasks assigned. Overall project management, auditor support, invoice/measurement and verification support, tariff analysis and research Job claqsification: Managing Member of UCM AL(ademic degrees andprofessional registrations: Bachelor of Science, (Stanford University 1988); Member of the Association of Energy Engineers and is a Certified E, nergy Auditor'(CEA). Number of vears of utility audit experience: 22 years In 1991, Michael Kerkorian founded Utility Cost Management LLC (UCM). Today, Michael serves as UCM's Managing Member and is responsible for the firm's efforts to reduce clients' costs through The informed application of utility ratesand regulations. While lie has continued to work in all Riects ofUCM's business, he has developed a special expertise in electricity rat� and tariff issues. Michael bas analyzed utility charges for thousands of facilities across the United States. Ile has successfully argued numerous rate and tariff issues on behalf of clients, and has directly supervised the payment of more than $50 million dollars in utility refunds. Fie has been responsible for initiating rate changes to utility accounts that have reduced clients' ongoing costs by more than $ 100 milliom Michael has testified before the California Public Utilities Commission (CPUC) more than a dozen times, and has also testified on utility-rclated issues in California Superior Court. He has represented various parties in the CPUC's "General Rate Case" process, requiring him toanalyze utility company costs to evaluate requested utility rate increases. In 2000, Michael also led a team that was selected by the CPUC to investigate, and report on, the billing practices ofan electric service provider with 100,000 customers. Michael has initiated and been involved in many CPUC and Superior Court proceedings that have resulted in important changes to rates and policies affecting California's agricultural, multifamily, low-income, governmental, and commercial customers. These changes frequently have had far-reaching impacts benefitting thousands of utility customers. lie has authored articles and given seminars on utility rate reductions for various organizatioris, including the Institute of Real Estate Managers, the Association of Housing Management Agents, the Western Growers Association, the California Special Districts Association, and the California Municipal Revenue &Tax Association. DowSign Envelope ID: 7ED7i4FB�0409-4F32-9C28-2DD1362CE068L) Before founding Utility Cost Management, Michael served as a Senior Consultant in the San Francisco office of Peterson Consulting, where he worked primarily in the area of forensic accounting in a litigation support role. His assignments included dealings with the firm's largest client, Pacific Gas & Electric Company, Dara Kerkorian Specific tasks assigned: Lead auditor, invoice/measurement and verification support Job classification: Auditor Academic degrees arid professional registrations: Bachelor of Arts (Stanford University 1994); M.S. in Social Welfare (Columbia University 1992); Ph -D. in Social Welfare (Columbia University 2003). NLIMI)Cf of years of titility audit experience: 7 years experience Darn Kerkorian joined UCM in 2006 and has played a key role in allfacets of the organization: auditing, tariff analysis and regulatory research, and advocacy before the CPUC. As lead auditor, she has performed arid overseen tile completion of hundreds of utility audits for UCM clients served by SCE and SCG- Her audits of cities within the past three years include Walnut Creek, Redondo Beach, Hermosa Beach, Vista, and Roluiert Park. Currently, she is in the process of completing audits for two cities served by both SCE and SCG: Montclair and Laguna Niguel, While her knowledge of the tariffs of California's four major utilities (i.e, PG&E, SCE, SCG, and SDG&E) is extensive, shc is also has undertaken numerous research projects involving regulatory cases and CPUC decisions related to policy and late structure of California electric, gas, and water utilities. Her tariff analysis and research has resulted in hei playing a key roic in UCM's advocacy work before the CPUC. This work resulted in the clarification of tariff language and/or changes'in the structure and application of specific rate schedules. One of these cases, taken to the CPUC oil behalf of the Pleasant Valley Park arid Recreation District, succeeded in modifying eligibility criteria for one of SCE's rates and saving the park district thousands of dollars. Chris Wielil Specific tasks assigned: Field surveys Job classification: Marketing/Sales Director & Field Analyst Academic degrees and professional registrations: Bachelor of Arts (University of California, Los Angeles 1989); Certified PG&E Energy Efficiency Specialist. Chris Wichl joined UCM in 1998, just after the firm was selected by tile State to provide utility bill auditing services to public erititics throughout California, Chris' first assignment with UCM was to lead the marketing and administrative efforts under the state project. Under his guidance, I DocuSign Envelope 11): 7ED774FB-0409-4F32-9C28-2DDB620EO68D UCM eventually worked with more than 100 public entities, and the state extended the project for an additional three years. Over the years, Chris has continued to play an important role in UCIM's marketing and customer service efforts. Prior to joining UCM, Chris was a manager with Richard Heath & Associates, a firm that administers programs for California's public utilities, among others. Ono of his main assignments with RHA was to manage PG&E's "Energy Partners" program. Beth Rogers Specific tasks assigned: Invoicing, measurement and verification of savings, collection of billing data, implementation of rate changes and refund requests Job classification: Accounts Receivable, Administrative Support NUMber of years of utility audit experience: 8 years experience Bethjoined UCM in 2000, Initially, her pinnary tasks involved supporting UCM's efforts in CPUC proceedings, and performing various administiative and research tasks. For the past 8 years, she has been in charge three areas that are critical to a well-couducted audit: (1) collection and organization of billing data, (2) implementation of rate changes and refund requests to utility providers, and (3) Invoicing and measurement and verification. Over the years, Both has developed sound working relationships with her counterparts at the utility providers, which helps her in deftly navigating the utility organizations to quickly and efficiently procure billing data and obtain utilities' approval of requested rate changes and refunds. 10 DoCuSign Envelope ID: 7ED774FB-0409-4F32-9C28-2DDB620EO68D C. References Public Entities Audited: Since 1997, UCM's public entity clients have included approximately 70 cities, 20 community service districts, 40 water districts and agencies, 12 recreation and park districts, I county, 5 departments of the State of California (Department of Corrections, Department of Consumer Affairs, Military Department, Department of General Services), 20 school and college districts, and the State Lottery Commission. The following is a partial list of some of UCM's public entity clients, State of California, Dept. of Corrections State of California, Dept. of Consumer Affairs State of California, Dept. of Health Services State of California, Dept. of General Services California Public Utilities Commission California Lottery Conimission California Military Dept. /National Guard County of San Luis Obispo University of California, Berkeley Peraftal Community College District Contra Costa Community College District Kern Community College District Berkeley Unified School District Hayward Unified School District Chico Area Recreation & Park District Rubidoux Community Services District Valley -Wide Recreation & Park District CitiesAudited: The foil owi ng is a partial list of the Cali fornia cities that U CM has auditcd since 1997. Cities marked with an asterisk (*) indicate that they were completed within the past three years. City of Adelanto City of Apple Valley City of Baldwin Park City of Barstow City of Befiflower City of Bell Gardens City of Buena Park City of Calabasas * City of California City City of Canyon Lake City of Chino Hills City of Claremont City of Costa Mesa City of Highland City of Huntington Park City of Inglewood City of La Habra City of Laguna Beach City of Laguna Niguel City of Lynwood City of McFarland City of Mission Viejo City Of Montclair * City of Monterey Park City of Moorpark * City of Moreno Valley City of South Gate City of Stanton City of Susanville City of Tehachapi City ofrwenty-Nine Palms City of Upland ' City of Visalia * City of Vista * DocuSign Envelope ID: 7ED774FB-0409-4F32-9C28-2DDB620ED68D City of Covina City of Cudahy City of Culver City City of Desert Hot Springs* City of Downey City of Duarte City of El Monte City of El Segundo City of Encinitas * City of Escondido City of Exeter * City of Fountain Valley City of Gardena City of Hawthorne City of Hercules City of Hesperia 1. References City of Newport Beach City of Norwalk City of Orange City of Oxnard City of Palmdale City of Paramount City of Paso Robles City of Port Hueneme City of Rancho Mirage City of Redondo Beach City of Rhadto City of Rohnert Park City of San Gabriel City of San Marino City of Santa Barbara City of Santee * M The following are references of Southern California cities for whom UCM provided auditin,a services within the past three years. City of Lal2tina Niguel Contact: Stephen Erlandson, Director of Finance, (949) 362-4300 Total savings identified: $150,000 per year. City of Lakewood Diane Perkin, Director of Administrative Services, (562) 866-9771 Total savings identified: $100,000 per year. City of Montelai Contact: Michael Hudson, Public Works Director, (909) 625-9441 Total refunds identified, $40,000, total savings identified: $30,000 per year City of Twentynine Pahns Contact: Larry Bowden, Recreation Superintendent, (760) 367-7562 Total refunds identified $51,000. City of Mission Vicio Contact: Cheryl Dyas, Director of Admin. Services, (949) 470-3059 Total refands identified $25,000. 12 DocuSign Envelope ID. 7ED774FE�0409-4F32-9C28-2DDB620ED68D D. Cost Proposal and Time Estimates UCM is proposing the following fee structure UCM will be paid 42% of refunds identified in the Findings Report and actually received by City. Payment is due within 30 days of the date the City receives the refund. UCM will also be paid 42% of ,my ongoing savings actually realized by the City for a period of three years if the savings opportunity was identified in the Findings Report, Savings will be calculated as the difference between (1) the amount the City actually pays ror utility service on the rewly-assigned rate during the three-year savings period, and (2) the amount the City would have paid during the sarne period if it had remained on the old rate. The tliree-year savings period begins on the date the account is converted to the newly assigned rate. Invoices that set forth UCM's calculation of the savings will be sent to the City every three months. The invoice will state the amount saved by the City during the three month pci iod covered by the invoice, and will set forth the calculations and billing inputs used to determine this savings amount- The billing inputs are taken from the client's actual billing data during the three month period covered by the invoice UCM obtains this billing data directly from the utility provider. There is no involvement required from the City staff. We estimate the following timeline for Utility Bill Auditing project. Time from contract s Task to be com I week 1. UCM obtains copies of one iriontlis' gas, electricity and water bills. 2 weeks 2. UCM conducts initial analysis of all bills. 3. UCM obtains historical billing records from utility providei for those accounts that require historical An9 4. Site if are 8 weeks 5. UCM-sends to 9 weeks 6. UCM obtains City's approval to pursue recommend rate changes or refund nests. 12 weeks 7. UCM obtains utility provider's approval of rate changes or refunds identified in the Findings Report. 16 wecks 8. Utility rate changes are implemented and reflected on City's utility bills. 30 weeks 9. UCM sends first invoice to City covering prior three months of savings, Under the fee proposal submitted herein, invoices wonld continue to be 13 DO'CuSlgn'ERVelope ID: 7ED��4�6-0409-4F32-9C28-2DDE362OEo68b 173weeks sent every three months for three years. 10. Final invoice sent to City. UCM's ongoing monitoring of rates ceases. Below is a proposed work schedule for the Franchise Fee Audit. Obviously, the actual timelint for the project may vary, depending in large part OD how responsive SCE & SoCal Gas is to UCM's requests for information, explanations, and/or meetings. UCM will endeavor to keep the project on schedule by relying on its 23 -year track record of resolving complex issues with SCE & SoCal Gas and CPUC personnel. Day 1: Obtain executed agreement between UCM and City, as well as signed Letter of Authorization authorizing UCM to represent city on Franchise Feernatters. Days 2-5: Obtain Franchise Fee agreements, statements and other documentation from city. Days 6-60: Analyze Franchise Fee calculations. Request information from SCE & SoCal Gas for all Franchise Fee figures. Perform analyses to evaluate alternafive Franchise Fee calculations. By Day 75: SUbrait WJittCn report summari7ing UCM's findings to city. By Day 90: Review findings with city- If opportunities to increase Franchise Fees have been idontified, explain the steps that UCM will take to complete implementation. Day 95: Submit written request to SCE & SoCat Gas explaining basis for increased Franchise Fee payment to city. By Day 125: Receive response from SCE & SoCal Gas. If favorable, work with SCE & SoCal Gas to quantify appropriate amount due to city, and to ensure that payment is processed timely. If unfavorable, begin preparation of CPUC complaint. By Day 150: If necessary, submit CPUC complaint requesting additional Franchise Fee payment. CPUC complaint process requires UCM to perform various functions, and may take up to one year before a decision is made, By Day 515: If CPUC complaint was filed, receive CPUC decision - 14 b�cu§ign Envelope ID: 7Eb774FB-0409-4F32-9 C 28 . -2D I D I B . 62DEDS 8D EXHIBIT B AGREEMENT TO PROVIDE UTILITY BILL AUDITING SERVICE This agreement is made by and between Utility Cost Management LLC (1,UcM") and the entity signing below ("Client") is follows: 1, Applicable to Client's Utility Accounts, Unless otherwise stated in an addendum initiated by both parties, this Agreement will apply to all water, gas and electricity accounts (and any related utility user taxes, other taxes, asscssureflts, surcharges or fees) with respect to which Client: (a) is receiving utility service as of the Effective Date (as deimud below), (b) has received utility service within three yuars prior to the Effective Date, (c) receives utility service within oncycar aftei the Effective Date, or (d) has permitted or authorized UCM to obtain a copy ofthe utility bill, The water, gas and electric accounts described in this paragraph are hereinafter referred to as "Utility AccouoN". The "Effective Date", as that term is used above, is the first day ofthe calendar month aftei both UCM and Client have signed this Agreement. 2. Client to Piovide Utility Bills. Oil or promptly after Client's execution of this Agreement, Client will provide UCM with a copy ofht least me month's utility bills for all ofClietit's Utility AccounTs. 3. UCM Authorized to Obtain information on Utility Accounts. UCM is hereby authorized to obtain and ic�jcw information rulatinig to the Utility Accounts. if site visits are necessary, UCM will first obtain proper tnithoi ization. 4. UCWs Findings Letter. UCM will use its bust efforts to identity the basis for any Teftinds, credits or Future Savings (is defined below) on Client's Utility Accounts. UCNiA will wnd one or mine a "Findings Letters" to Client [hit genanally sets forth the basis for any refunds, credits or Future Savings identified by UCM. UCM may, front time to tinic, supplement or amend the Findings Letter. 5. Steps to Obtain Refunds or Savings. UCNI is authorized by Client to take steps to obtain the refunds, credits oi Future Savings idertifiQd in the Findings Letter, Such steps may include, but are not limited to, communicating, negotiating and dealing with utility providers (or, in the, case of utility user taxes or other governmental charges, the appropriate government entity), and seeking relief from tile California Public Utilities Commission in a complaint proceeding or other proceeding. 6. Cooplination By Client. Client will cooperate with UCM, as reasonable, in UCM's efforts to carry out the pill -poses and intent of this Agreement. Stich coopeiaLion will include, but not be limited to, providing information upon request by ucm concerning Client's utility expenditures, utility service and operations, 7. UCM'scompellsatioll. UCM'S compensation will consist of the amounts set forth in both (a) and (b) below (a) Refunds or Credits. If Client receives a refund or credit that was identified in the Findings Letter, then Client Will pay to UCM 42% of the amount rtfinidcd or credited. The amount of the refund or credit for this purpose will include all amounts refunded or credited (including arty portion attributable to interest) for any overcharges that were incurred by Client prior to the date that the oveicharges no longer appeared on the Client's utility bill payment of UCM's 42% compensation is due within 30 days of the date UCM mails an invoice to Client. (b) Future Savings. If Client obtains Future Savings that were identified in the Findings Letter, then Client will pay UCM 42% of such Future Savings that accrue during a f1brue-Year Savings Period. "Future Savings" is the amount by which Client's charges on its Utility Accounts arc reduced as a result of a change in the billing rate, calculation, method or procedure. Future Savings will be calculated as the lifference between the amount Client was billcd on its Utility Accounts during the Three -Year Savings Period, and the. amount that it would have been billed on its Utility Accclunts during the Three -Year Savings Period if there had been no change in its billing rate, calculation, method or procedure. The Three-Yebt Savings Period begins on the date that the change in the billing rate, calculation, method or procedine, is first reflected on Client's utility bill, and ends three years thercaftei. UCM will Initials: Initials: DocuSign Envelope ID 7ED774FB-0409-4F32-9C28-ZDDB62GE068D submit invoices periodically to Client for payment based on the Future Savings as they RCCRIC. The invoices will verify (a) that Future Savings have actually been rQatizod by Client, and (b) the amount of such Future Savings. Payment of UCM's invoices is due within 30 days of the date the invoices fire mailed to Client, Tho compensation under this subparagraph will not include compensation for Future Savings that are: (a) the result oF a i eduction in the amount of utility usage by Client, or (b) the result of Client's utilization of a different utility supplier that provides lower cost utility service. (a) Client's Prior Knowledge of Basis For Refund, Credit, or Future Savings. Client is not obligated to pay UCM pursuant to this paragraph for any refund, credit or Future Savings received by Client for which Client had Submitted to the utility provider a written claim prior to the date of UCM's Findings Letter. However, Client is obligated to pay UCM pursuant to this paragraph whether or not Client knew of the basis for the refund, credit ta Future Savings prior to the date of UCM's Findings Letter, and whether or not Client's receipt of the refund, credh oi Future Savings was the result of steps taken by UCM or others, including attorneys. S. Termination; Effect. This Agreement will terminate 7 dnys after either party faxes a written notice of termination to the other party. Upon termination, UCM will cease all work on behalf orClient, However, if termination occuls after UCM has sent its Findings 1,cucr to Client, then Client will ra-main obligated to pay UCM, pursuant to this Agreement, for any refunds, credits or Future Savings that were identified in the Findings Letter and that are thercuflet obtained by Clicrit, UCM ropy continue to obtain and review Client's utility billing and other inhomiadon Following tenrination in ordcT to periodically verify whether Client has obtained a refund, credit or Future Savings that was identified in the Findings Lcutr� 9. If Client is Not Utility Customer, By providing u copy of any utility bill to UCM, Client is themby a.greeing that the Utility Account represented by such bill will be governed by this Agreement, regardless of'whethei or not Client is the Utility Customer with respect to such Utility Account. For purposes of this Agiecrinern, the Utility Customer is the initity, that (i) is named an the Utility Account as reflected by the utility bill, (ii) receives the utility service oil the Utility Account, (iji) pays for or is liable for the charges on the Utility Account, or (iv) is the owner of the propul-ty it wliicl) the utility service is provided on the Utility Account, If Client is not the Utility Customer for a Utility Account then, with respect to that Utility Account, Client represents that it is signirm this Agreement in its capacity as agent for the Utili�y Customer, and as such is authorized to legally hind the Utility Customer to the terms of this Agreement. Client further agrees that the terms of this Agreement will be equally binding on both Client and Customer, that all iefoictices in this Agreement to "Client" will also be deemed to be references to tile Utility Customer, and that Client and the Utility Customer will bejoinfly and severally liable for payment of UCM's compensation under this Agreement, 10. No Legal Services. Client acknowledges and understands that: (1) Only an attorney can provide legal services ot advice, (2) UCM is not an attorney or law firm, and does not and will not provide legal services or advice, (3) UCM does not and will not act as an attorney for Client or any other person, (4) Nothing in this Agreement, and no act, ornission or statement by UCM, or its owners or employees, will be construed to create an atiomey-client relationship between UCM and Client oi any other person, (5) UCM is not subject to the California Rules orlerofassional Conduct, which govem the conduct of attorneys, and (6) Client should consult an luonicy if it wishes to receive legal services or advice. 11. Disclosure of Information. UCM may obtain information that pertains to Client's business, operations, or oftans, including but not limited to its utility charges and utility usage, client expressly authorizes UCM to use and disclose such information to others is necessary or convenient to carry out the services contemplated by (his Agreemcni. 12. Release of Claims Against UCM. Client acknowledges and agrees that UCM has made no express or implied representation or warranty that it will be successful in identifying or obtaining any refunds, credits, or Future Savings on Client's Utility Accounts. Client hereby covenants not to bring any action fur damages against 0CM that is bascd up0o 01 - relates to any failure by UCM to identify or obtain refunds, credits, or Future Savings to which Client was or is entitled. 13. Representations Made By Client. It may become necessary for Client to make certain representations to the utility provider or other entity in order obtain refunds, credits or Future Savings identified by UCM in its Findings L.cucr. Client hereby warrants that any such representations rattle by Client will be true and Correct in all respects. 14 Late,Pti Penalty. if payment of any invoice is not received by UCM within 30 days of the date the invoice was mailed, then interest on the amount owing will accrue, beginning on the 3 1" day after the invoice was mailed to Client, at Initials: lnjtials� I. -640 -2DDB620E068D D006Sigu Envelope �EiJ774FB -41`3MC26 the rate of 1% per mouth (prorated on a daily basis). In addition, if any payment is not received by UCM within 60 (lays of the date the invoice was mailed to Client, then a fee equal to 5% of the amount owing (including any accrued interest) will be imposed on the 6 1" day after the invoice was mailed. Interest will continue to accruer at 1% per month (prorated on a daily basis) on the entire amount due until paid in full 15. Applictible Law. This Agreement is executed in and intended to be performed in the State of California, and the laws of that state will govern its interpretation and effect. 16. Venue. Venue in any legal action arising from or related to this agreement will be Fresno County, Califomia. 17. Paragraph Re ferences. A reference to a "pa3agraph" of this Agreement me I udes both the numbered paragraph, as we I I the subparagraphs, if any, that arc part of such paragraph, Subparagraphs are designated by lower case letturs, (c g 11M." 11 (0")� 18. Severability. If any term , provision, covenant, or condition of this Agreement is held by a count of competent jurisdiction to be invalid, void, or unenforceable, the rest of the agreement shall remain in full force and effect and shall in no way be affected, impaired m invalidated. 19. Interpretation. In construing this Agreement, no considei ation shall be given to the fact or presumption that any party had a greater or lesser hand in drafting of this Agreement. 20, Entire Agreement, This instrument contains the entire Agreement of the parties relating to the rights gnmted and obligations assumed in this instrument, Any oral representations m modirications conceiring this instrument shall be of no force oreftecl unless contained ins subseclucmwriften modification signed by the party to be charged 21, Signor Authorized to Bind Client. The individual signing this agreenrent on behalf of Client hereby reprusems and warrants that hclshe is authorized to sign on behalfof the Client and to b;gally bind Client 10 the terms of this Agreement. UTILITY COST MANAGEMENT LLC Print Client Name By By Signature Signature Print Name Date Initials: E'—�-- -.: ...... . . ---------- --- UTILI-2 OP CERTIFICATE OF LIABILITY INSURANCE 03/27/2015 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: holder Is an ADDITIONAL INSURED, the must be endorsed. If SUBROGA subjDCI to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certifficate does not confer rights to the certificate holder In PRODUCER J. I Dar Manouel Ins & Fin Svcs Inc Dar Manoust Insurance Group 5594474600 559447-4586 P.O. Box 28906 CO Fresno, CA 93729-8906 House Account Allied Insurance 42679 Utility Cost Management LLC INSURER n: Emiployers Compensation Ins Co. 11512 6475 N. Palm Ave. Suite 105 INSURERC: Philadelphia Insurance Co 18055 Fresno, CA 93704 INSURER D: COVERAGES CERTIFICATE NUMBER: R NUMBER: LIMITS A F�GHOCCIIRRNCE 1,000,00C DA`-'wU- UHIU11tu 300,06C CLAIMO10ATF OCCUR $ $ 5,OOC PERSONA! a ALIV Njury 1,000,00( GEN L ACORECATE LIMIT APPL-rS PER OFNER�NIL,NGGREGATLE 2,000,00( POLICY E] LOC PRODLITS - COMPIOP "GO 2,000,00( 1,000,00( �Ia 1 1,000,00( A .0 AN, AL� 001):Ly INA py'p� pu��d) 5 XL 01VOED SCHEDULED BODILY NXRY (P� ANTOS ANTOS NON OVo�.D r�R�Ij AU FOS icms Gfc� IR 11 - �`H O-CURREN-F CoXMS MADE AGORF RATE Ddr) REIEWiON S $ UHH I AT , . , I, IT, B E L EACH ACCID�r $ 1,000,00( I� NH) F L OI5Fi1SE EA EMPLO' E 1,000,00C cl�,�r,tw ordo, PTICH Or 'P. RATIOds PC L DISE�,F LI,7y LIMIT 1,000,00C C Professional Liale PHSD946262 05/2312014 0512312015 Limit 1,000,00( Dod 25.00( CEL CITYSA2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Santa Carta ACCORDANCE WITH THE POLICY PROVISIONS. 23920 Valencia Boulevard Santa Clarita, CA 911355 @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD -OowSign �nvelope a �tD�74Fb-d4O9-4F32-*9C�28-2DDB620EC68D Policy No.: ACP7892036862 BUSINESSOWNERS PB 60 03 04 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MUNICIPALITIES OR PUBLIC AGENCY - INSURED PROVIDING PROFESSIONAL SERVICES This endorsement modifies insurance provided under the followingi PREMIER BUSINESSOVVNERS LIABILFFY COVERAGE FORM The following is added to Section 11. WHO IS AN INSIJRED� The municipality and/or public agency designated in the Schedule of this endorsement is also an insured, but onlywith respect to liability for "bodily injury", "property damage" or "persoral 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 in connection with your operations, other than the rendering of or the failure to render professional services, advice of instruction, subject to the following additional exclusion: This insurance, including any duty we have to defend "suits", does not apply to "bodily injury', "property damage" or "personal and advertising injury" that arises out of, in whole or in part, or is a result of� in whole or in part. the active or primary negligence of the municipality and/or public agency designated in the Schedule of this endorsement, whether or not such negligence has been assumed by you in a contract or agreement. All terms and conditions of this policy apply unless modified by this endorsement. SCHEDULE Municipality and/or Public Agency: The City of Santa Clarita Its officers, employees, attorneys, and designated volunteers. PS 60 03 04 11 Page 1 of 1 .DocuSign Envelope ID: 7ED774FB-0409-4F32-9C28-2DDB620EO68D BUSINESSOWNERS PEf 60 72 D7 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT TO OTHER INSURANCE CLAUSE FOR ADDITIONAL INSUREDS - PRIMARY AND NON- CONTRIBUTORY WHEN REQUIRED IN A WRITTEN AGREEMENT OR CONTRACT WITH YOU This endorsement modifies insurance provided under the following: PREMIER BUSINESSOWNERS COMMON POLICY CONDITIONS Only with respect to any additional insured, in the COMMON POLICY CONDITIONS, form Pe 00 09, Linder condition H. OTHER INSURANCE, paragraph 2.a. is replaced by the following: H OTHER INSURANCE 2. Under any liability coverage provided by this policy, a� If for injury or loss we covet, there is other valid and collectible insurance available to any additional insured under another policy, our obligations are limited as follows: (1) Issued by another insurer, or if there is self insurance or similar risk retention that applies to a loss covered by this policy, then this insurance provided by us shall be excess over such other insurance, unless you have agreed in a written contract or written agreement signed prior to the loss that this insurance shall be primary: (a). Then this insurance is primary. If other insurance is also primary, we will share with all that other insurance as described in d. below; and (b) The coverage afforded by this insurance is non-contributory with the additional insured's own insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured to any other person or organization's policy.; or (2) Issued by us or any of our affiliate companies, that applies to a loss covered by this policy, then only the highest applicable Limit of Insurance shall apply to such loss. This condition does not apply to any policy issued by us that is designed to provide Excess or Umbrella liability insurance. All terms and conditions of this policy apply unless modified by this endorsement. PB 60 72 07 11 Includes copyrighted matenal of Insurance services Office, Inc, vath its permissioR Page 1 of 1.