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HomeMy WebLinkAboutAGR-7177 - UTILITY COST MANAGEMENT LLC - PROFESSIONAL SERVICES AGREEMENT FOR ELECTRICAL COST ANALYSIS AND ADJUSTMENTI,R-i`7 7 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at Orange, California, on this °day of o r- , 2021 (the "Effective Date") by and between the CITY OF ORANGE, a municipal co oration ("City"), and UTILITY COST MANAGEMENT LLC, a California limited liability coinpany ("Contractor" OR "UCM"), who agree as follows: 1. Services. Subject to the terms and conditions set forth in this Agreement, UCM shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A," which is attached hereto and incoiporated herein by reference. As a material inducement to City to enter into this Agreement, UCM represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are the subject of this Agreement are not in the usual course of City's business and City relies on UCM's representation that it is independently engaged in the business of providing such services and is experienced in performing the work. UCM shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity providing such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary. Katrin Bandhauer, Assistant Finance Director ("City's Project Manager"), shall be the person to whom UCM will report for the performance of services hereunder. It is understood that UCM's performance hereunder shall be under tl e supervision of City's Project Manager(or his/her designee), that UCM shall coordinate its services hereunder with City's Project Manager to the extent required by City's Project Manager, and that all performances required hereunder by UCM shall be performed to the satisfaction of City's Project Manager and the City Manager. 2.Compensation and Fees. a. As detailed in Exhibit "A," UCM will use its best efforts to identify the basis for any refunds, credits or Future Savings (as defined below) on City's Utility Accounts (as referenced and defined in Exhibit "A"), namely Southern California Edison, Southern California Gas Coinpany, and the East Orange County Water District. UCM will send one or more"Findings Letters" to City that generally sets forth the basis for any refunds, credits or Future Savings identified by UCM. UCM may, from time to time, supplement or amend the Findings Letter. UCM's compensation will consist of the a nounts set forth in both b. and c. below. b. Refunds or Credits. If City receives a refund or credit that was identified in the Findings Letter, then City will pay to UCM 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. c.Future Savings. If City obtains Future Savings that were identified in the Findings Letter, then City will pay UCM 50% of such Future Savings that accrue during a Two- 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 Two-Year Savings Period, and the amount that it would have been billed on its Utility Accounts during the Two-Year Savings Period if there had been no change in its billing rate, calculation, method or procedure. The Two-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 two years thereafter. UCM 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. 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. d. City's Prior Knowledge of Basis for Refund, Credit,or Future Savings. City is not obligated to pay UCM 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 UCM's Findings Letter. However, City is obligated to pay UCM pursuant to this paragraph whether or not City knew of the basis for the refund, credit or Future Savings prior to the date of UCM's Findings Letter, and whether or not City's receipt of the refund, credit or Future Savings was the result of steps taken by UCM or others, including attorneys. 3. Pavment. a. As scheduled services are co npleted,UCM shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred. b. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work perfonned. c.City will pay UCM the amount invoiced within thirty (30) days after the approval of the invoice. d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. 4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shal] be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work, extension of tiine, and/or adjustment of the compensation to be paid by City to UCM and shall be signed by the City's Project Manager, City Manager or City Council, as applicable. 2 5. Licenses. UCM represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that UCM and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the perfortnance of this Agreement. 6. Independent Contractor. At all tiines during the term of this Agreement, UCM shall be an independent contractor and not an employee of City. City shall have the right to control UCM only insofar as the result of UCM's services rendered pursuant to this Agreement. City shall not have the right to control the means by which UCM accomplishes services rendered pursuant to this Agreement. UCM shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. UCM shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries,benefits, taxes,exactions,and regulations of any nature whatsoever. UCM acknowledges that it and any subcontractors,agents or employees employed by UCM shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 7. Contractor Not A ent. Except as City may specify in writing, UCM shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. UCM shall have no authority, express or implied, to bind City to any obligation whatsoever. 8. Designated Persons. Only those qualified persons authorized by City's Project Manager, or as designated in Exhibit"A," shall perform work provided for under this Agreement. It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated. 9. Assi nment oi•Subcontractin. No assignment or subcontracting by UCM of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may Ue approved by the City Manager or his/her designee. 10. Time of Completion. Except as otherwise speci ed in Exhibit "A," UCM shall commence the work provided for in this Agreement within ten (10) days of the Effective Date of this Agreement and diligently prosecute completion of the work in accordance with the time period set forth in Exhibit"A" hereto or as otherwise agreed to by and between the representatives of the parties. 11. Time Is of the Essence. Time is of the essence in this Agreement. UCM shall do all things necessary and incidental to the prosecution of UCM's work. I 12. Reserved. 3 13. Delays and Extensions of Time. UCM's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, UCM inust docuinent any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside UCM's control. If UCM believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the compensation stated in Section 2, above, absent a written amendment to this Agreement. 14. Products of Contractor. The documents, studies, evaluations, assessments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by UCM for this Agreement shall become the property of City upon receipt. UCM shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction. 15. Equal Employrnent Opportunitv. During the performance of this Agreement, UCM agrees as follows: a. UCM shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. UCM shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin,mental or physical disability,or any other basis prohibited by applicable law. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other fonns of compensation and selection for training, including apprenticeship. UCM agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause. b. UCM shall, in all solicitations and advertisements for employees placed by, or on behalf of UCM, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. e.UCM shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. 16. Conflicts of Interest. UCM agrees that it shall not make,participate in the making, or in any way atteinpt to use its position as a consultant to influence any decision of City in which UCM knows or has reason to know that UCM,its officers,partners, or employees have a financial interest as defined in Section 87103 of the Government Code. 4 17. Indemnitv. a. To the fullest extent permitted by law, UCM agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the "Indemnitees") entirely harmless from all liability arising out of: 1) Any and all claims under workers' compensation acts and other employee benefit acts with respect to UCM's employees or UCM's subcontractor's employees arising out of UCM's work under this Agreement, including any and all claims under any law pertaining to UCM or its employees' status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and 2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of UCM, or person, firm or corporation employed by UCM, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City's property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. UCM, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. To the fullest extent permitted by law, and as limited by California Civil Code 2782.8, UCM agrees to indemnify and hold Indemnitees harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property to the extent caused by its negligent professional act or omission in the perfon nance of professional services pursuant to this Agreement. c.Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreecnent. d. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to UCM and its successors. 18. Insurance. a. UCM shall carry workers' compensation insurance as required by law for the protection of its employees during the progress of the work. UCM understands that it is an 5 independent contractor and not entitled to any worlcers' compensation benefits under any City program. b. UCM shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to UCM. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. c.UCM. shall maintain during the life of this Agreement, no less than the minimum amount of automotive liability insurance required by law. d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreeinent are sufficient to cover the obligations of UCM under this Agreement. e.Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by UCM under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. f.UCM shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of One Million Dollars ($1,000,000)per claim. UCM agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement. g. Tlie insurance policies maintained by UCM shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. UCM will determine its own needs in procurement of insurance to cover liabilities other than as stated above. h. Before UCM performs any work or prepares or delivers any materials, UCM shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned miniinum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days' prior written notice to City. i.Except for professional liability insurance coverage that may be required by this Agreeinent, all insurance maintained by UCM shall be issued by companies adtnitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either 6 licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best rating. j UCM shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self-insure the risk and charge UCM for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed UCM. k. UCM agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance,UCM shall look solely to its insurance for recovery. UCM hereby grants to City, on behalf of any insurer providing insurance to either UCM or City with respect to the services of UCM herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance. 1.UCM shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein. 19. Termination. City may for any reason terminate this Agreement by giving UCM not less than five(5)days' written notice of intent to terminate. Upon receipt of such notice,UCM shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay UCM for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless tennination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claiin of lost profits. 20. Maintenance and insnection of Records. In accordance with generally accepted accounting principles, UCM and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the "records") pertaining to the costs of and completion of services performed under this Agreement. City and its authorized representatives shall have access to and the right to audit and reproduce any of UCM's records regarding the services provided under this Agreement. UCM shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. UCM agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days' notice from City, and copies thereof shall be furnished if requested. 21. Compliance with all Laws/Immi ration Laws. a. UCM shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a"public works," as that term is defined in Section 1720 of the California Labor Code,for which prevailing wages must be.paid, to the extent UCM's employees will perform any work that falls within any of the 7 classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, UCM hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, UCM must meet all State registration requirements and criteria, including project compliance monitoring. c.UCM represents and warrants that it: 1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 IRCA); and 2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and 3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation,the completion and maintenance of the Form I-9 for each of UCM's employees; and 4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form i-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration. d. UCM shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. e.UCM shall, upon request of City, provide a list of all einployees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such etnployees are eligible to work in the United States. All costs associated with such verification shall be borne by UCM. Once such request has been made, UCM may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees. f.UCM shall require all subcontractors or sub-consultants to inake the same verification as set forth in Subsection 21.e. g. If UCM or subcontractor knowingty employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow 8 federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. UCM agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of UCM's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement. 22. If Citv Is Not Utilitv Customer. By providing a copy of any utility bill to UCM, 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 Utility Customer with respect to such Utility Account. For purposes of this Agreement, the Utility Customer is the entity that (i) is named on the Utility Account as reflected by the utility bill, (ii) receives the utility 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 utility service is provided on the Utility Account. If City is not the Utility 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 Utility Customer, and as such is authorized to legally bind the Utility 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 Utility Customer, and that City and the Utility Customer will be jointly and severally liable for payment of UCM's compensation under this Agreement. 23. No Le al Services. City acknowledges and understand that: (1) only an attorney can provide legal services or 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 City or any other person; (4) nothing in this agreement, and no act, omission or statement by UCM, or its owners or employees, will be construed to create an attorney-client relationship between UCM and City or any other person; (5) UCM is not subject to the California Rules of Professional Conduct, which govern the conduct of attorneys; and (6) City should consult an attorney if it wishes to receive legal services or advice. 24. Disclosure of Information. UCM may obtain information that pertains to City's business, operations, or affairs, including but not limited to its utility charges and utility usage. City expressly authorizes UCM to use and disclose such information to others as necessary or convenient to carry out the services contemplated by this Agreement. 25. Release of Claims Against UCM. City 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 City's Utility Accounts. City hereby covenants not to bring any action for damages against UCM that is based upon or relates to any failure by UCM to identify or obtain refunds, credits, or Future Savings to which City was or is entitled. 26. Reuresentation Made Bv Citv. It may become necessary for City to make certain representations to 'the utility provider or other entity in order to obtain refunds, credits or Future 9 Savings identified by UCM in its Findings Letter. City hereby warrants that any such representation made by City will be true and correct in all respects. 27. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court 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 to be affected, impaired or invalidated. 28. Entire Agreement. This instrument contains the entire Agreement of the parties relating to the rights granted and obligations assumed in this instrument. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged. 29. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and UCM agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California. 30. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement,oral or written,pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. 31. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e•mail transmission. CONTRACTOR" CITY" Utility Cost Management LLC City of Orange 1100 W. Shaw Avenue, Suite 126 300 E. Chapman Avenue Fresno, CA 93711 Orange, CA 92866-1591 Attn.: Greg Normart Attn.: Katrin Bandhauer Telephone: (310) 780-8669 Telephone: (714) 744-2251 E-Mail: gn@utilitycostmanagement.com E-Mail: kbandhauer@cityoforange.org 32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. 10 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. CONTRACTOR" CITY" UTILITY COST MANAGEMENT LLC, CITY OF ORANGE, a municipal corporation a California limited liability c mpany xBy. By. Printed a . ic e erkorian R' Otto, City Manager Title: Managing Member B : APPROVED AS TO FORM:Y Printed Name: Greg Norinart Title: Vice President Marketing Mary E. inning Senior Assistant City A o ey NOTE:City requires the following signature(s) on behalf of the Contractor: the Chairman of the Board,the President or a Vice-President,AND (2)the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR , The corporate offcer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City. 11 EXHIBIT "A" SCOPE OF SERVICES 1. Applicable to City's Utility Accounts. Unless otherwise stated in an addendum initialed by both parties, this Agreement will apply to all water, sewer, garbage, gas and electricity accounts(and any related utility user taxes,other taxes, assessments, surcharges or fees) with respect to which City: a) is receiving utility service as of the Effective Date (as defined below), b) has received utility service within three years prior to the Effective Date, c) receives utility service within one year after the Effective Date, or d) has permitted or authorized UCM to obtain a copy of the utility bill. The water, sewer, garbage, gas and electricity accounts described in this paragraph are hereinafter.referred to as "Utility Accounts." The "Effective Date," as that term is used above, is the first day of the calendar month after both UCM and City have signed this Agreement. 2. City to Provide Utility Bills. On or promptly after City's execution of this Agreerrient, City will provide UCM with a copy of at least one month's utility bills for all of City's Utility Accounts. 3. UCM Authorized to Obtain Information on Utility Accounts. UCM is hereby authorized to obtain and review information relating to the Utility Accounts. If site visits are necessary, UCM will first obtain proper authorization. 4. UCM's Findings Letter. UCM will use its best efforts to identify the basis for any refunds, credits or Future Savings (as defined below) on City's Utility Accounts. UCM will send one or more of a"Findings Letters"to City that generally sets forth the basis for any refunds, credits or Future Savings identified by iJCM. UCM may, from time to time, supplement or amend the Findings Letter. 5.Steps to Obtain Refunds or Savings. UCM 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 utility 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 UCM, as reasonable, in UCM's efforts to carry out the purposes and intent of this Agreement. Such cooperation will include, but not limited to,providing information upon request by ULM concerning City's utility expenditures, utility service and operations.