HomeMy WebLinkAbout2025-09-09; City Council; Resolution 2025-195Exhibit 1 RESOLUTION NO. 2025-195
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE
AN AGREEMENT WITH UTILITY COST MANAGEMENT, LLC FOR UTILITY
BILLING REVIEW SERVICES
WHEREAS, the City of Carlsbad uses San Diego Gas & Electric (SDG&E) as it’s provider for gas
and electric consumption; and
WHEREAS, the City of Carlsbad desires to ensure accurate and appropriate billing from SDG&E;
and
WHEREAS, the California Special Districts Association has an active cooperating purchasing
agreement with Utility Cost Management, LLC; and
WHEREAS, under Carlsbad Municipal Code Section 3.28.100, Cooperative Purchasing, the
Purchasing Officer has the authority to join with other public agencies for the purchase of goods or
services when it is in the best interest of the city; and
WHEREAS, the Purchasing Officer has reviewed the agreement and determined purchasing the
services using the California Special Districts Association cooperative purchasing agreement is in the
best interest of the city.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1.That the above recitations are true and correct.
2.The proposed action is not a “project” as defined by California Environmental Quality Act, or
CEQA, Section 21065 and CEQA Guidelines Section 15378(a) and does not require
environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited
to the purchase of utility billing review services from Utility Cost Management, LLC. The action
has no potential to cause either a direct physical change in the environment or a reasonably
foreseeable indirect physical change in the environment.
3.That the City Manager or designee is authorized to execute an agreement with Utility Cost
Management, LLC for utility billing review services for an amount not to exceed 42% of any
refunds or future savings achieved for an initial five-year term plus three one-year options to
extend, attached hereto as Attachment A, and to execute all required documents necessary
for the purchase.
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PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 9th day of September, 2025, by the following vote, to wit:
AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
NAYS: None.
ABSTAIN: None.
ABSENT: None.
______________________________________
KEITH BLACKBURN, Mayor
______________________________________
SHERRY FREISINGER, City Clerk
(SEAL)
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AGREEMENT FOR UTILITY BILLING ANALYSIS SERVICES
UTILITY COST MANAGEMENT LLC
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of
_________________________, 2025, by and between the City of Carlsbad, California, a municipal
corporation ("City") and Utility Cost Management LLC, a limited liability company, ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is experienced in the electricity
billings of San Diego Gas & Electric (SDG&E).
B.Contractor has the necessary experience in providing professional services and advice
related to electricity bill analysis.
C.Contractor has submitted a proposal to City and has affirmed its willingness and ability to
perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of five (5) years from the date first above written.
The City Manager may amend the Agreement to extend it for three (3) additional one (1) year or parts of
a year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5.COMPENSATION
Contractor’s compensation will consist of the amounts set forth in (a) through (c) below.
(a)Refunds or Credits. If City receives a refund or credit that was identified in the Findings Letter,
then City will pay to Contractor 42% of the amount refunded or credited. The amount of the
refund or credit for this purpose will include all amounts refunded or credited (including any
portion attributable to interest) for any overcharges that were incurred by City prior to the
date that the overcharges no longer appeared on the City’s utility bill. Payment of Contractor’s
42% compensation is due within 30 days of the date Contractor mails an invoice to City.
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Attachment A
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(b) Future Savings. If City obtains Future Savings that were identified in the Findings Letter, the
City will pay Contractor 42% of such Future Savings that accrue during a Three-Year Savings
Period. “Future Savings” is the amount by which City’s charges on its Utility Accounts are
reduced as a result of a change in the billing rate, calculation, method or procedure. Future
Savings will be calculated as the difference between the amount City was billed on its Utility
Accounts during the Three-Year Savings Period, and the amount that it would have been billed
on its Utility Accounts during the Three-Year Savings Period if there had been no change in its
billing rate, calculation, method or procedure. The “Three-year Savings Period” begins on the
date that the change in the billing rate, calculation, method or procedure is first reflected on
City’s utility bill and ends three years thereafter. Contractor will submit invoices periodically
to City for payment based on the Future Savings as they accrue. The invoices will verify (a)
that Future Savings have actually been realized by City, and (b) the amount of such Future
Savings. Payment of Contractor’s invoices is due within 30 days of the date the invoices are
mailed to City. The compensation under this subparagraph will not include compensation for
Future Savings that are the result of a reduction in the amount of utility usage by City.
(c) City’s Prior Knowledge of Basis for Refund, Credit, or Future Savings. City is not obligated to
pay Contractor pursuant to this paragraph for any refund, credit, or Future Savings received
by City for which City had submitted to the utility provider a written claim prior to the date of
Contractor’s Findings Letter. However, City is obligated to pay Contractor pursuant to this
paragraph whether or not City knew of the basis for the refund, credit or Future Savings prior
to the date of Contractor’s Findings Letter, and whether or not City’s receipt of the refund,
credit or Future Savings was the result of steps taken by Contractor, or others, including
attorneys.
Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties.
City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or
Services specified in Exhibit "A."
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A."
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under the control
of City only as to the result to be accomplished, but will consult with City as necessary. The persons used
by Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At City’s election, City may deduct the
indemnification amount from any balance owing to Contractor.
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7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
8. OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the City and
its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described in this Agreement caused by any negligence, recklessness, or willful misconduct of Contractor,
any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any
of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and,
upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability
for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of
fault.
The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or
on behalf of an injured employee under City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
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10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to City as an additional
insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 City will be named as an additional insured on Commercial General Liability which shall
provide primary coverage to City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
10.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and
will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to City.
10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
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pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and
certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Zach Korach Name Chris Wiehl
Title Finance Director Title Vice President of Business Development
Dept Finance Address 1100 W. Shaw Ave., Suite 126
CITY OF CARLSBAD FRESNO, CA 93711
Address 1635 Faraday Avenue Phone (559) 261-9237
Carlsbad, CA 92008 Email cw@utilitycostmanagement.com
Phone 442-339-2127
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
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16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
19. DISCRIMINATION, HARASSMENT, AND RETALIATIONPROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
20. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
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Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
21. TERMINATION
In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this
Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides
to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may
terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor
has five (5) business days to deliver any documents owned by City and all work in progress to City address
contained in this Agreement. City will make a determination of fact based upon the work product
delivered to City and of the percentage of work that Contractor has performed which is usable and of
worth to City in having the Agreement completed. Based upon that finding City will determine the final
payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the total fee payable under
this Agreement. City will make the final determination as to the portions of tasks completed and the
compensation to be made.
Upon termination, UCM will cease all work on behalf of Client. However, if termination occurs after UCM
has sent its Findings Letter to Client, then Client will remain 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 thereafter obtained by Client. UCM may continue to obtain and review Client's utility billing and other
information following termination in order to periodically verify whether Client has obtained a refund,
credit or Future Savings that was identified in the Findings Letter.
22. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
23. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor
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acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
24. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
25. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
26. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than City
and Contractor.
27. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of
the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement
may be executed in counterparts.
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28. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
Executed by Contractor this___________ day of _______________________, 2025.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California Utility Cost Management, LLC, a limited liability
company
By: By:
(sign here) KEITH BLACKBURN, Mayor
Chris Wiehl, Vice President of Business
Development
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Beth Rogers, Chief Operating Officer MORGEN FRY, Assistant City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy / Assistant City Attorney
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EXHIBIT A
SCOPE OF SERVICES
The Contractor will perform a comprehensive analysis of the City’s billings from SDG&E, including an
analysis of past errors and the effect of rate changes on future costs. The City is requesting a review of
the previous three (3) years of SDG&E bills. The following is a summary of the required product
requested:
Extensively review bills in light of tariffs, rates, regulations, ordinances or other rules governing utility
charges.
Determine whether erroneous charges have been imposed within the past three years.
Determine whether ongoing charges can be reduced by changing assigned rate schedules/rate options
or other billing determinants.
Provide a written report that identifies and describes basis for any refunds and ongoing reduction of
charges.
With City’s approval, implement recommendations set forth in written report, including obtaining
identified refunds and implementing changes of rate schedules, rate options or other bill determinants,
all as identified and described in the written report.
Measure and report on the refunds obtained and ongoing savings actually realized by City as a result of
implementation of recommendations. The report must specify all calculations, assumptions, and inputs
used to determine the ongoing savings actually realized by City.
Send invoices to City that are based on a percentage of the refunds obtained and ongoing savings
actually realized as defined in this Agreement. The invoices should specify all calculations, assumptions,
and inputs used to determine the ongoing savings actually realized during the contract term.
1. Applicable to City’s Utility Accounts. Unless otherwise stated in an addendum initialed by both
parties, this Agreement will apply to all SDG&E accounts (and any related electricity and gas user
taxes, other taxes, assessments, surcharges or fees) with respect to which City:
a. Is receiving SDG&E service as of the Effective Date (as defined below),
b. Has received SDG&E service within three years prior to the Effective Date,
c. Receives SDG&E service within one year after the Effective Date, or
d. Has permitted or authorized Contractor obtain a copy of the SDG&E bill.
The SDG&E accounts described in this paragraph are hereinafter collectively referred to as
“utility Accounts.” The “Effective Date,” as that term is used above, is the first day of the
calendar month after both Contractor and City have signed this Agreement.
2. City to Provide Utility Bills. On or promptly after City’s execution of this Agreement, City will
provide Contractor with a copy of at least one month’s SDG&E bills for all of City’s Utility
Accounts.
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3. Contractor Authorized to Obtain Information on Utility Accounts. Contractor is hereby
authorized to obtain and review information relating to the Utility Accounts. If site visits are
necessary, Contractor will first obtain proper authorization.
4. Contractor’s Findings Letter. Contractor will use its best efforts to identify the basis for any
refunds, credits or Future Savings (as defined below) on City’s Utility Accounts. Contractor will
send one or more "Findings Letters" to City that generally sets forth the basis for any refunds,
credits or Future Savings identified by Contractor. Contractor may, from time to time,
supplement or amend the Findings Letter.
5. Steps to Obtain Refunds or Savings. Contractor is authorized by City to take steps to
obtain the refunds, credits or Future Savings identified 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 electricity and gas user taxes or other governmental charges, the appropriate
government entity), and seeking relief from the California Public Utilities Commission in a
complaint proceeding or other proceeding.
6. Cooperation By City. City will cooperate with Contractor, as reasonable, in Contractor's
efforts to carry out the purposes and intent of this Agreement. Such cooperation will include,
but not be limited to, providing information upon request by Contractor concerning City's
SDG&E expenditures, SDG&E service and operations.
7. Disclosure of Information. Contractor may obtain information that pertains to City's business,
operations, or affairs, including but not limited to its SDG&E charges and electricity and gas
usage. City expressly authorizes Contractor to use and disclose such information to others, but
only as necessary to carry out the services contemplated by this Agreement.
8. Destruction of Data. Upon the termination or expiration of this Agreement, Contractor will,
unless legally prohibited, delete all City data in its systems or otherwise in its possession or
under its control.
9. Release of Claims Against Contractor. City acknowledges and agrees that Contractor 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 City's Utility Accounts. City hereby
covenants not to bring any action for damages against Contractor that is based upon or relates
to any failure by Contractor to identify or obtain refunds, credits, or Future Savings to which City
was or is entitled; provided, however, this covenant will not apply to Contractor’s
nonperformance or any other basis for a legal claim.
10. Representations Made By City. It may become necessary for City to make certain
representations to SDG&E or other entity in order obtain refunds, credits or Future Savings
identified by Contractor in its Findings Letter. City hereby warrants that any such
representations made by City will be true and correct in all respects.
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