Loading...
HomeMy WebLinkAboutUtility Cost Management LLC; 2017-03-03;AGREEMENT FOR UTILITY BILLING ANALYSIS SERVICES (UTILITY COST MANAGEMENT LLC) IS AGREEMENT is made and entered into as of the '\.3 ~ day of ' , 20J2., by and between the CITY OF CARLSBAD, a municipal ion, ("City"), and Utility Cost Management LLC, a limited liability company, ("Contractor"). RECITALS A. City requires the professional services of a utility bill analysis service 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 herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "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. 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 (d) 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 50% 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 50% compensation is due within 30 days of the date Contractor mails an invoice to City. City Attorney Approved Version 4/1/15 (b) Future Savings. If City obtains Future Savings that were identified in the Findings Letter, then City will pay Contractor 50% 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. 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 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 the 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 the City's election, City may deduct the indemnification amount from any balance owing to Contractor. City Attorney Approved Version 4/1/15 2 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. OTHERCONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation 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. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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 the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies City Attorney Approved Version 4/1/15 3 contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1 ,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. 1 0.1.4 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: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 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 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 three (3) years from the date of final payment under this Agreement. City Attorney Approved Version 4/1/15 4 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. For City Name Kevin Branca Title Finance Director Department Finance ~~~~------------ City of Carlsbad Address 1635 Faraday Ave Carlsbad Ca, 92008 Phone No. 760.602.2418 For Contractor Name Chris Wiehl Title V. P. of Sales & Marketing Address 1100 W. Shaw Ave., Suite 126 Fresno, CA 93711 Phone No. (559) 261-9230 Email cw@utilitycostmanagement.com 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. 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. The Contractor shall report investments or interests in all four categories. 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. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. City Attorney Approved Version 4/1/15 5 19. 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 (1 0) 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 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. 20. TERMINATION In the event of the 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. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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 lump sum 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. 21. 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. City Attorney Approved Version 4/1/15 6 22. 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 attorney's fees. Contractor 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. 23. JURISDICTION AND VENUE 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. 24. 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. 25. 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. 26. 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. CONTRACTOR By ~/Iii (sign here) 7 CITY OF CARLSBAD, a municipal corporation of the State of California [INSERT TITLE OF PERSON AUTHORIZED TO SIGN (City Manager or Mayor or Division Director as authorized by the City Manager)] City Attorney Approved Version 4/1/15 ATTEST: \j /{Y)().NAgrtL~ r BARBARA ENGLESON t City Clerk print n~me/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 Chairman, President, or Vice-President Group 8 Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY:~~ -~-;;;::;~:;;s~;:;s;::ta;;n:+t rc:ait:-;-y -:;A-;;tt:;:o;;rn~e::-;y:----- City Attorney Approved Version 4/1/15 8 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of ~C_,./'--'8--'--------~-­ County of l'feS"-i 0 .. on Jibrutwlf 2l do \1-before me, LA:so F. Pe t~e , Notary Public, (here insert name and title of the officer) personally appeared ~ (I~ { JJ 1 eb I , who proved to me on e basis of satisfactory evidence to be the person(s) whose nameya1 i§)'aFe- suj}scribed to the within instrument and acknowledged to me that he/she/they executed the same in ~heJ:Ai::teir authorized capacity(ip(), and that by~her/their signature~ on the instrument the person~ or the entity upon behalf of whidi th.e person~ acted, executed the instrument. I certify under PENALTY OF PERJURY under the Jaws of the State of California that the foregoing paragraph is true and correct. (Seal) Signature A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Stateof ~ County of ~~v On feb 2, )-0 I q.-before me, l.J ~LA-f. {1/ N ~ , Notary Public, (here insert name and title of the officer) personally appeared , who proved to me on the basis of sar ctory evidence to be the _per on ) whose name~ ~are sub~c ibed to the within instrument and acknowledged to me that~ h lje)i executed the same in ~l e !J.lleff authorized capacity(i~). and that bY.)(JSI(@i!!J.e1f signature on the instrument the person~. -6r t e entity upon behalf of which the person~ ~cted, executed the in trument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (Seal) z z ~ 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 bill 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 during the contract term. 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 to 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. 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. City Attorney Approved Version 4/1/15 9 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 a "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. If City Is Not SDG&E Customer. By providing a copy of any SDG&E bill to Contractor, City is thereby agreeing that the Utility Account represented by such bill will be governed by this Agreement, regardless of whether or not City is the SDG&E Customer with respect to such Utility Account. For purposes of this Agreement, the SDG&E Customer is the entity that (i) is named on the Utility Account as reflected by the SDG&E bill, (ii) receives the SDG&E service on the Utility Account, (iii) pays for or is liable for the charges on the Utility Account, or (iv) is the owner of the property at which the electricity and gas service is provided on the Utility Account. If City is not the SDG&E Customer for a Utility Account then, with respect to that Utility Account, City represents that it is signing this Agreement in its capacity as agent for the SDG&E Customer, and as such is authorized to legally bind the SDG&E Customer to the terms of this Agreement. City further agrees that the terms of this Agreement will be equally binding on both City and Customer that all references in this Agreement to "City" will also be deemed to be references to the SDG&E Customer, and that City and the SDG&E Customer will be jointly and severally liable for payment of Contractor's compensation under this Agreement. 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 as necessary or convenient to carry out the services contemplated by this Agreement. 12. 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. 13. 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. City Attorney Approved Version 4/1/15 10