NOTICE IF RECEIVING THIS RFP BY INTERNET, CALL (707) 543-3700 TO REGISTER AS A BIDDER. FAILURE TO REGISTER AS A BIDDER MAY RESULT IN YOUR FIRM NOT RECEIVING BID ADDENDUMS. FAILURE TO SUBMIT BID ADDENDUMS WITH BID MAY CAUSE YOUR BID TO BE CONSIDERED NON-RESPONSIVE. REQUEST FOR PROPOSALS RFP 08-XX REQUEST FOR PROPOSALS 08-34 Energy Billing Audit and Consulting Services Proposal Mailing Date May 9, 2008 Proposal Submittal Due Date May 30, 2008 at 5:00 p.m. To Caroline Gabriel Senior Buyer City of Santa Rosa Purchasing Office 630 Third Street, 2nd Floor Santa Rosa, CA 95404 707-543-3781 Voice 707-528-3624 Fax email@example.com ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 1 of 21 Request for Proposals RFP 08-34 ENERGY BILLING AUDIT AND CONSULTING SERVICES INTRODUCTION The City of Santa Rosa desires to solicit qualified proposals for an energy billing audit and consulting services, in accordance with this Request for Proposal. Vendors are encouraged to bid on any or all of the elements of this proposal. The cost proposal should clearly state the stand- alone cost of each element, as well as any savings associated with bundling two or more elements. In order to best meet its needs, the City reserves the right to contract for each element individually or as a package. For the purpose of this Request for Proposals, natural gas and electric accounts are hereinafter referred to as either “utility accounts” or “energy accounts”. BACKGROUND AND GENERAL INFORMATION Overview of Organization: The City of Santa Rosa, a charter city with a population of 156,300, was incorporated in 1868 and is located 55 miles north of San Francisco and is the county seat of Sonoma County. The area provides local residents one of the highest quality living environments in California and is the center of trade, government, commerce, and medical services for the North Bay and beyond. Regional, State and Federal offices and four general hospitals are located in the City. In addition, there are two centers for the arts, a museum, three libraries, 57 neighborhood and community parks and an ice arena. The City’s proximity to the Pacific Ocean, San Francisco and the wine country make it a popular tourist destination. The local economy is balanced, with a variety of industries providing employment and generating tax revenues to support local government. SCOPE OF WORK 1. Objectives: The City's main objectives in selecting qualified consultants are: a. Recover Capital: Obtain refunds and credit adjustments from overcharges on historical billings by conducting a comprehensive billing audit of all utility accounts on a contingency basis. b. Create Cost Savings: Reduce ongoing energy expenses to the lowest possible level through implementation of rate changes and other cost savings measures identified through the historical billing audit. 2. Historical Billing Audit: Provide a historical billing audit of the past 3 years of each electricity and natural gas account for the purpose of meeting objectives one and two as listed above, and as outlined below: ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 2 of 21 a. Review copy of billing for each account included in the audit to confirm the utility provider, service address, services provided, meter information, rate information, billings units and applicable taxes. b. Obtain and examine historical cost and usage date. c. Perform analysis to confirm that rates assigned to the accounts are being applied correctly and whether alternate rates offering savings opportunities are available. d. Verification that the billings accurately reflect the services delivered. e. Investigate cost and usage abnormalities for potential billing errors and service delivery issues. f. Create Letters of Authorization to open a channel of communications with the utility to investigate issues identified and negotiate resolutions on behalf of the City. g. Negotiate credit adjustments, refunds and future cost reductions with utility and energy service providers for billings errors that are identified. h. Request rate changes or other changes to the services delivered with the utility providers, including confirming that request are acted upon. i. Review all current and historical energy supply contracts for compliance to confirm that the services are being delivered and billed according to the terms of the contract. 3. Reporting: Upon completion of the Billing Audit, provide the City with a complete written report including: a. Description of billing errors identified and corrected during the audit, including the total credit adjustment or refund and the net benefit from the credit or refund after the assignment of auditor’s fees. b. Estimated first year savings from the correction of ongoing billing errors. c. Discussion of rate changes recommended and processed by auditor, including an estimate of the first year savings (based on historical usage patterns observed). d. Notification of accounts where the City is billed in error resulting in a potential liability owed to the utility provider, including an estimate of the current amount owed based on historical evidence. e. Summary of total credit adjustments, refunds, estimated first year savings, and auditor’s fees. 4. Compensation Terms a. Historical Billing Audit: The compensation terms for the historical billing audit will be contingency based, allowing auditor maximum opportunity to investigate and resolve potential billing errors and pursue cost savings measures. The fee mechanism will be shared savings, applied to both credits and refunds, and ongoing future savings according to the following formula. 1. The contingency fee for credit adjustments or refunds will be ____%. Credit adjustments and refunds must be the direct result of auditor’s investigation and successful resolution of observed billing errors to be considered contingency fee. ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 3 of 21 2. The contingency fee for ongoing (future) savings will be ____%, applied for a period of ____ months from the first billing where cost savings is realized. Realized cost savings will be defined as measurable savings on any account that result from the implementation of auditor’s savings recommendation or the correction of an identified billing error. 3. Results of the energy billing audit will remain confidential unless otherwise noted. The utility company will be notified of potential savings resulting from rate changes and billing errors that will be in the City’s favor so that necessary billing adjustments can be made. The City will also require the successful bidder to sign a confidentiality agreement. OPTIONAL SERVICES 1. Objectives: Upon completion of the Billing Audit, provide the City with a complete written report including: a. Control Ongoing Utility Expenses: Monitor ongoing energy billings to ensure that usage remains within established parameters and the costs remain under control. b. Provide Energy Reporting: Prepare reports that detail energy cost and usage information for use in forecasting, budgeting, identifying energy management opportunities and other planning functions. 2. Database Construction and Population: Provide software tool to create database to store and analyze energy cost and usage information for all energy accounts billed to the City to support efforts in meeting objectives (a) and (b) above under Objectives. a. Enter site level information for each of the City’s facilities that are billed for electricity and/or natural gas including, site id, site name, full address, opening date, square footage, site level contact information, and charge number. b. Enter energy provider information including, utility name, vendor code, services provided, full address and contact information. c. Enter information for each energy account including, customer account number, service account number, utility provider, services provided, meter information, and rate schedule. d. Create date entry template for each account to include cost and usage metrics required by City. e. Convert existing date in FABER software program to new software in the appropriate template. f. Enter historical cost and usage date obtained during Historical Billing Audit. g. Pacific Gas and Electric (PG&E) to perform necessary Electronic Data Interface (EDI) translation so that electronic billing data can be imported directly into the software platform and electronic payment back to energy provider can be made. h. Coordinate with various department representatives to identify beneficial reports and design reporting groups to meet their needs to understand both historical and ongoing energy cost and usage trends. i. Provide historical reports after initial data load is complete. ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 4 of 21 j. Provide database access through online interface. k. Provide compatible interface to existing City’s Accounts Payable system. l. Provide training to City employees on use of installed programs. 3. Ongoing Post-Payment Billing Audit: a. Conduct ongoing post-payment billing audit of electricity and natural gas accounts for the purpose of controlling ongoing utility expenses. 1. Review billing information to confirm that energy cost and usage remain within established parameters based on historical date. 2. Enter bill information, Investigate cost and usage abnormalities for potential billing errors and service delivery issues. 3. As needed, create Letters of Authorization to open a channel of communication with the applicable utility to investigate billing issues identified and negotiate resolutions on behalf of the City. 4. Negotiate credit adjustments, refunds and future cost reductions with utility and energy service providers for billings errors that are identified. b. Reporting: Provide monthly reporting to include: 1. Description of billing errors identified and corrected during the current month including, the total refund or credit adjustment. For credit adjustments, the date upon which the credit is applied to the account will be noted. 2. Estimated first year savings from the correction of ongoing billing errors identified and corrected. 3. Notification of accounts where increased usage – outside of established historical parameters – is identified and continues unabated where billings are determined to be correct. 4. Fiscal year to date summary of total credit adjustments, refunds, estimated first year savings. 4. Compensation Terms for Optional Services: a. Database Construction and Population: Vendor will provide the City with the necessary software platform, EDI translation software, setup and testing at no charge. Initial data load and EDI translation required will be done on a time and materials basis with a proposed hourly rate including a not to exceed amount. b. Ongoing Post-Payment Billing Audit: The compensation terms for the ongoing post- payment billing audit will include fixed fees for the monthly entry, analysis and reporting for each account and a contingency fee to allow auditor maximum opportunity to investigate and resolve potential billing errors identified in the ongoing billings. The fee mechanism for the contingency element will be shared savings, applied to credits and refunds only according to the following formulas: 1. The contingency fee for credits adjustments or refunds will be ____%. Credit adjustments and refunds must be the direct result of auditor’s investigation and successful resolution of observed billing errors to be considered for contingency fee. ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 5 of 21 PROPOSAL SUBMITTAL PROCESS Proposals will contain an executive summary, clearly articulate how those services identified in the scope of work will be provided, costs for services, vendor qualifications, experience, references, and all of the information requested herein. Proposals will not exceed 21 pages including any graphics and/or attachments, and will be submitted in an original and six copies. The original must be clearly marked and contain original signatures and must be easily reproducible on a standard copying machine. Failure to clearly mark the original and provide original signatures may result in a proposal being found non-responsive and given no consideration. The services provided, qualifications, experience, and reference portions of the proposals will be weighted more heavily than the costs. Proprietary data or trade secrets should be clearly identified as such in your proposal. Tabs to be labeled and inserted for each section in original proposal and the six copies. Information must be furnished complete in compliance with the terms, conditions, provisions and specifications of the Request For Proposals. The information requested and the manner of submission are essential to permit prompt evaluation of all proposals on a fair and uniform basis. Accordingly, the City reserves the right to declare as non-responsive and reject any proposal in which material information requested is not furnished or where indirect or incomplete answers or information is provided. Faxed or e-mailed proposals will not be accepted. Late proposals will not be accepted. With regard to any proposal sent by mail to the City, the bidder will be solely responsible for its delivery to the City prior to the date an hour set forth herein. Any proposals received subsequent to the date and hour set forth herein, because of delayed mail delivery or any other reason, will not be considered by the City. The City reserves the right to reject any or all of the proposals received, to negotiate with qualified bidders, or to cancel the request for proposals in part or in its entirety without explanation to the bidders. The City may interview only a select number of bidders. The services provided by the successful bidder shall be governed by a Standard Services Agreement (see Attachment A). The City of Santa Rosa reserves the right to revise or amend the request for proposal up to the time set for opening of proposals. Such revisions and amendments, if any, shall be announced by amendments to this solicitation. Copies of such amendments shall be furnished to all prospective bidders. If the changes are material, the date set for opening of proposals may be postponed. In any case, the proposal opening shall be at least five working days after the last amendment; and the amendment shall include an announcement of the new date, if applicable, for the opening of proposals. Results of the energy billing audit will remain confidential unless otherwise noted. The utility provider will be notified of potential savings resulting from rate changes and billing errors that will be in the City’s favor so that necessary billing adjustments can be made. The City will also require that the successful bidder sign a confidentiality agreement. Please format your response to this request in the following order to facilitate comparisons between respondents: ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 6 of 21 Cost Proposal: Bidders may bid as follows: 1. Primary Bid Items: proposals will be scored only on these costs or compensation schedule as described in the Scope of Work. 2. Optional Services Bid: cost or compensation rate must be itemized. a. Database Construction and Population. b. Ongoing Post-Payment Billing Audit 3. Bidders may bid on the Optional Services as a stand-alone cost of each element, as well as any savings associated with bundling two or more of the elements. 4. The cost proposal should clearly state the stand-alone cost of each element, as well as any savings associated with bundling two or more elements. In order to best meet its needs, the City reserves the right to contract for each element individually or as a package. Technical Proposal: Please format your response to this request in the following order to facilitate comparisons between responders: 1. A brief history of the organization, including year founded, ownership and any subsidiary relationships. 2. A brief description of the background and capabilities of the consultant and a statement of direct relevant experience with similar projects. 3. A brief statement of the consultant’s overall understanding of the nature of the requested services to be provided under this RFP. 4. A detailed outline of the approach proposed for the performance of the services, in accordance with the specification or scope of work outlined in this RFP. Define methodology for revenue recovery for each proposed service. 5. Names of specific individuals of the consultant firm and any subconsultant firms proposed for this project, including their role in this engagement, relevant experience and their years of service with firm. 6. A detailed breakdown of costs or fees by work product and hourly rate of the consultant and any subconsultants. Please provide fee basis for each revenue component separately. 7. Minimum three references, including contact names, address and phone number. 8. Include samples of reports generated for other clients relevant to your proposal. 9. A copy of the most recent audited financial report. 10. A statement on whether the software that is recommended can interface with. 11. Other relevant information as appropriate. EVALUATION OF PROPOSALS AND NEGOTIATIONS The City of Santa Rosa is seeking to enter into contract with a firm that has demonstrated its ability to provide energy auditing and consulting services to local agencies in California. ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 7 of 21 Proposals will be evaluated on the basis of: • Bidder’s experience in providing the needed services for other municipalities of similar size and complexity as found at the City of Santa Rosa. • Experience of individual staff members who will be assigned to perform those services, in public agencies of similar size and complexity. • Responsiveness to the Request for Proposal and understanding of the scope of work as evidenced by the proposals and interviews. • References. • Costs ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 8 of 21 CITY CONTACTS All proposals, offers and counter offers will be extended through the City Purchasing Agent of the designated representative whose name, address and telephone number are shown below and in REQUIRED DATA FORMS: Designated Contacts. Any negotiations may be conducted by the Purchasing Agent or another party as noticed by the Purchasing Agent. Award will be by City Council Motion. No other officer or agent may obligate or bind the City. In REQUIRED DATA FORMS: Designated Contacts, firms will designate, by name, who will receive offers and counter offers. The person named will be an authorized agent of the firm able to conduct negotiations or written offers in good faith. For questions or additional information, please contact the appropriate individual listed below, preferably by email. Scope of Work Proposal Process Ed Buonaccorsi Caroline Gabriel General Services Administrator Senior Buyer (707) 543-3710 Voice (707) 543-3781 Voice (707) 528-3624 Fax (707) 528-3624 Fax firstname.lastname@example.org email@example.com ESTIMATED SCHEDULE May 9, 2008 by 5:00 p.m. Proposal Mailing Date May 30, 2008 by 5:00 p.m. Proposals Due Date General Services – Purchasing 630 Third St., 2nd Fl. Santa Rosa, CA 95404 To be announced Evaluation Panel Meeting To be announced Vendor Presentations June, 2008 Contract Award July, 2008 Start Work ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 9 of 21 GENERAL PROVISIONS Proposals: Firms are required to submit a proposal on any or all bid items. Proposal submittals which do not clearly state which items they are bidding for will not be considered. Cash discount must be shown on proposal; otherwise, prices will be considered net. Unless prices and all information requested are complete, proposal may be disregarded and given no consideration. This Request for Proposals shall result in a firm, fixed price contract. In case of default by the firm, the City of Santa Rosa may procure the articles or services from other sources and may deduct from any monies due, or that may thereafter become due to the firm, the difference between the price named in the contract or purchase order and the actual cost thereof to the City of Santa Rosa. All prices and proposals must be in ink or typewritten. No pencil figures or erasures are permitted. Mistakes may be crossed out and corrections inserted adjacent thereto and must be initialed in ink by person signing the proposal. All proposals must be signed with the firm's name and by a responsible officer or employee. Obligations assumed by such signature must be fulfilled. Submission of Proposals: Each proposal must be submitted in a sealed envelope or box with a proposal number, closing date and time on the outside. Information must be furnished complete in compliance with the terms, conditions, provisions and specifications of the Request for Proposals. The information requested and the manner of submission are essential to permit prompt evaluation of all proposals on a fair and uniform basis. Accordingly, the City reserves the right to declare as non-responsive and reject any proposal in which material information requested is not furnished or where indirect or incomplete answers or information is provided. Proposals and modifications or corrections thereof received after the closing time specified will not be considered. Proposals shall be for the total net price including all applicable taxes and charges. No telegraphic, telephone or facsimile of proposals will be accepted. If a photocopy is to be submitted, it must be signed in original, in ink. If you do not bid, return this Request for Proposals and state reason, otherwise your name may be removed from our mailing list. Proposal Postponement and Addendum: The City of Santa Rosa reserves the right to revise or amend the specifications or any other part of the proposal up to the time set for opening. Such revisions and amendments, if any, shall be announced by addendum to this solicitation. Copies of such addendums shall be furnished to all prospective bidders. Prospective bidders are defined as those listed on the City's Request for Proposals list for this material/service or who have obtained his documents subsequent to the advertisement. If revisions and amendments require changes in services proposed, the date set for opening of proposals may be postponed by such number of ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 10 of 21 days as in the opinion of the City shall enable bidders to revise their proposals. In any case, the proposal opening shall be at least five working days after the last addendum; and the addendum shall include an announcement of the new date, if applicable, for the opening of proposals. Single Proposal Response: If only one proposal is received in response to the Request for Proposals, a detailed cost proposal may be requested of the single bidder. A cost/price analysis and evaluation and/or audit may be performed of the cost proposal in order to determine if the price is fair and reasonable. Proposal Withdrawal: After the proposals are opened, proposals may not be withdrawn for ninety (90) calendar days. Prior to the date/time set for the proposal opening, however, proposals may be modified or withdrawn by the bidder’s authorized representative in person, or by written telegraphic notice. If proposals are modified or withdrawn in person, the authorized representative shall make his identity known and shall sign a receipt for the proposal. Written or telegraphic notices shall be received in the office of the Purchasing Agent indicated on the REQUIRED DATA FORMS: Designated Contacts page of this Request for Proposals no later than the exact date/time for the proposal opening. A telegraphic modification or withdrawal received in the designated office by telephone from the receiving telegraph office no later than the date/time set for the proposal opening shall be considered if such message is confirmed by a copy of the telegram. Firm’s Investigation: Before submitting a proposal, each firm shall make all investigations and examinations necessary to ascertain all conditions and requirements affecting the full performance of the contract and to verify any representations made by the City upon which the financial advisor will rely. If the firm receives an award as a result of its proposal submission, failure to have made such investigations and examinations will in no way relieve the firm from its obligation to comply in every detail with all provisions and requirements of the contract, nor will a plea of ignorance of such conditions and requirements be accepted as a basis for any claim whatsoever by the firm for additional compensation. Competency of Firms: No proposal will be accepted from or contract awarded to a firm who is not licensed in accordance with the law, who does not hold a license qualifying him to perform work under this contract, to whom a proposal form has not been provided and who has not successfully performed on projects of similar character and scope. The consultant may be required, before the award of any contract, to show, to the complete satisfaction of the City, that it has the necessary facilities, ability, experience, and financial resources to provide the services specified herein in a satisfactory manner. Generally, consultant history and references are required at a minimum. The City may make reasonable investigations deemed necessary and proper to determine the ability of a consultant to perform the work, and the consultant shall furnish the City all information requested for this purpose. Award: The City of Santa Rosa reserves the right to reject any and all proposals; to waive any informality in the proposals; and to accept the proposal that appears to be in the best interest of the City. The City intends to award to one or more revenue audit consultants. In determining and evaluating the best proposal, the prices will not necessarily be controlling, but quality, equality, efficiency, utility, general terms, delivery, suitability of the service offered, and the reputation of the service in general use will also be considered with any other relevant factors. Notice of contract award, if contract be awarded, will be made within ninety (90) days of opening of proposals to the consultant, whose proposal complies with all the requirements in the Request for Proposals and is found to be the best value to the City. ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 11 of 21 The consultant shall submit to the City, for approval, within ten (10) days from notice of contract award, all Certificates of Insurance evidencing the required coverage as described under Insurance in the City of Santa Rosa sample contract Attachment A. The consultant shall not commence work under the terms and conditions of the contract until all Certificates of Insurance have been approved by the City and the consultant has received notice to proceed in writing and an executed copy of the contract from the City of Santa Rosa Purchasing Agent. Payments: Payment will be made on a calendar-month basis in arrears. The consultant shall submit an invoice to the City of Santa Rosa, Revenue Manager, P.O. Box 1673, Santa Rosa, CA 95402. In the event this contract becomes effective or terminates during the course of a month, the amount paid to the consultant for the partial month shall be determined by prorating the amount on the basis of the number of calendar days involved. In connection with any cash discount or interest specified on this proposal, time will be computed from the date correct invoices are received in the City Finance Office. For the purpose of earning the discount, payment is deemed to be made on the date of mailing of the City warrant or check. Contract Administration: Except as otherwise specifically provided in this Request for Proposals and the resulting Purchase Contract or Purchase Order, any notice, submittal or communication required or permitted to be served on a party hereto, may be served by personal delivery to the person or the office of the person identified. Service may also be made by mail, by placing a notice, submittal or communication in an envelope with the proper first-class postage affixed thereto and addressed as indicated, and depositing said envelope in the United States mail. (See REQUIRED DATA SECTION) Retention of Records: The consultant shall be required to retain any records necessary to document the charges for goods to be provided or services to be performed and make such records available to the City for inspection at the City's request for a period of four (4) years. Non-Collusion Affidavit: The consultant declares, by signing and submitting a proposal, that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the consultant has not directly or indirectly induced or solicited any other consultant to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any revenue audit consultant or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the auditor has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the financial advisor or any other bidder, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other revenue audit consultant , or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the consultant has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, proposal depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Proposal Contents: This proposal consists of the Request for Proposals, Provisions, Specifications, Attachments and other terms and conditions as are attached or incorporated by reference in the schedule of the Request for Proposals. ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 12 of 21 REQUIRED DATA FORMS List of Forms Attachment A “Sample Agreement” Attachment One “Insurance Requirements” Designated Contacts ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Page 13 of 21 REQUIRED DATA Designated Contacts: Bidders are required to indicate in the space provided below, the designated contact individual’s name and address as requested in the City Contacts provision of the Request for Proposals. City of Santa Rosa Energy Audit & Consulting Service Proposal Process Caroline Gabriel Senior Buyer 630 Third Street, 2nd Floor Santa Rosa, CA 95404 (707) 543-3781 Voice (707) 528-3624 Fax Scope of Work Ed Buonaccorsi General Services Administrator 630 Third Street, 2nd Floor Santa Rosa, CA 95404 (707) 543-3710 (707) 528-3624 G:\Purchasing\RFPs\08 RFPs\08-34.EnergyAudit&ConsultingServices.doc ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Exhibit 1 Page 14 of 21 ATTACHMENT “A” Sample Agreement AGREEMENT FOR PROFESSIONAL SERVICES WITH [contractor name] FOR ENERGY BILLING AUDIT AND CONSULTING SERVICES AGREEMENT NO. 08-xxxx This Agreement is made this ___ day of ____________, 2008 between the City of Santa Rosa, a charter city ("CITY"), and [company name] (“CONSULTANT) a [type of entity]. RECITALS A. CITY desires to retain a qualified firm to conduct the revenue audit and consulting services of the City of Santa Rosa in accordance with the Scope of Work contained in the referenced Request for Proposals 08-34 entitled Energy Billing Audit and Consulting Services. B. CONSULTANT represents to CITY that it is a firm composed of highly trained professionals and is fully qualified to conduct the energy billing audit and consulting services and render advice to CITY in connection with said services. C. The parties have negotiated upon the terms pursuant to which CONSULTANT will provide such services and have reduced such terms to writing. D. For the purpose of this agreement, natural gas and electric are hereinafter referred to as “utility accounts.” AGREEMENT NOW, THEREFORE, CITY and CONSULTANT agree: 1. Scope of Service CONSULTANT shall provide CITY with the following services: Energy Billing Audit and Consulting services. The above services and activities are described with further particularity in the CITY’s Request for Proposals 08-34 Energy Billing Audit and Consulting Services dated May 9, 2008, CONSULTANT’s proposal dated ________ __, 2008, of which are attached hereto as Exhibits A and B (in order of preference), which are incorporated by reference as though fully set forth, and in accordance with the provisions of this Agreement. The “Scope of Work” in the Request for Proposals 08-34 is attached hereto solely for the purpose of defining the manner and scope of services to be provided by CONSULTANT hereunder and are not intended to, and shall not be construed so as to, modify or expand the terms, conditions or provisions contained in this Agreement. In case of any conflict between the terms of these documents, the terms of this Agreement shall control and prevail. ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Exhibit 1 Page 15 of 21 2. Compensation As compensation for all services of CONSULTANT in performance of this Agreement, CITY shall pay CONSULTANT as described in the “Scope of Work/Consultant’s Proposal” attached hereto and incorporated by this reference. 3. Documentation: Retention of Materials a. CONSULTANT shall maintain adequate documentation to substantiate all charges for hours and materials as required by Section 2 of this Agreement. b. CONSULTANT shall keep and maintain full and complete documentation and accounting records concerning all extra or special services performed by it that are compensable by other than a flat rate and shall make such documents and records available to authorized representatives of CITY for inspection at any reasonable time. c. CONSULTANT shall maintain the records and any other records related to the performance of this Agreement, and shall allow CITY access to such records, for a period of four (4) years. 4. Indemnity a. When the law establishes a professional standard of care for CONSULTANT’s services, to the fullest extent permitted by law, CONSULTANT shall indemnify, protect, defend and hold harmless CITY, and its employees, officials and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, caused in whole or in part from any negligent or wrongful act, error or omission of CONSULTANT, its officers, employees, agents, or sub-consultants, in the performance of professional services under this Agreement. b. Other than in the performance of professional services and to the full extent permitted law, CONSULTANT shall indemnify, defend and hold harmless CITY and any Indemnified Parties, from and against any liability, (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual , alleged or threatened, interest, defense costs, and expert witness fees), where same arises out of the performance of this Agreement by CONSULTANT, its officers, employees, agents, and sub-consultants, excepting only that resulting from the gross negligence or intentional misconduct of CITY, its employees, officials, or agents. 5. Insurance CONSULTANT shall maintain in full force and effect all of the insurance coverage described in, and in accordance with Attachment One “Insurance Requirements”, which is attached hereto and hereby incorporated and made part of this Agreement by this reference. Maintenance of the insurance coverage as set forth in “Insurance Requirements” is a material element of this Agreement and a material part of the consideration provided by CONSULTANT in exchange for CITY’s agreement to make the payments prescribed hereunder. Failure by CONSULTANT to (i) maintain or renew coverage, (ii) provide CITY notice of any changes, modifications, or reductions in coverage, or (iii) provide evidence of renewal, may be treated by CITY as a material breach of this Agreement by CONSULTANT, whereas CITY shall be entitled to all rights and remedies at law or in equity, including but not limited to immediate termination of this Agreement. Notwithstanding the foregoing, any failure by CONSULTANT to maintain required insurance coverage shall not excuse or alleviate CONSULTANT from any of its other duties or obligations under this Agreement. In the ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Exhibit 1 Page 16 of 21 event CONSULTANT, with approval of CITY pursuant to Section 6 below, retains or utilizes any subcontractors or sub-consultants in the provision of any services to CITY under this Agreement, CONSULTANT shall assure that any such subcontractor has first obtained, and shall maintain, all of the insurance coverage requirements set forth in the attached “Insurance Requirements”. 6. Assignment CONSULTANT shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of CITY, in CITY’s sole and absolute discretion. CONSULTANT agrees that prior to contracting for or otherwise engaging consultants or engineers for use or assistance in performance under this Agreement, the names shall be submitted to and approved by CITY. 7. Termination a. This Agreement may be terminated by either party by giving party thirty (30) days notice to the other in writing of its intent to terminate the Agreement. b. Upon such termination, CONSULTANT shall submit to CITY an itemized statement of services performed to the date of termination in accordance with Section 2 of this Agreement. Said services may include both completed work and work in progress at the time of termination. CITY shall pay CONSULTANT for any such work for which compensation has not previously been made by CITY. CITY may require CONSULTANT to complete the incomplete documents and CONSULTANT shall deliver to CITY all documents in its possession. All documents shall be the property of CITY without additional compensation to CONSULTANT. 8. Notices Except as otherwise specifically provided in this Agreement, any notice, submittal or communication required or permitted to be served on a party, shall be in writing and may be served by personal delivery to the person or the office of the person identified below. Service may also be made by mail, by placing first-class postage, and addressed as indicated below, and depositing in the United States mail to: City Contractor Ed Buonaccorsi General Services Administrator 630 Third Street, 2nd Floor Santa Rosa, CA 95404 (707) 543-3710 (707) 528-3624 9. Independent Contractor ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Exhibit 1 Page 17 of 21 The parties intend that CONSULTANT, in performing the services specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other employers while it is under contract with CITY. CONSULTANT shall not be considered an agent or employee of CITY and is not entitled to participate in any pension plan, medical, or dental plans, or any other benefit provided by CITY for its employees. 10. Additional Services If CITY makes a decision to change the scope of services, as delineated in Section 1 above, all such changes shall be by written amendment to this Agreement and shall be paid for on the hourly charge basis set forth in the attached “Scope of Work/Consultant’s Proposal”, if made part hereof, or as mutually agreed by CONSULTANT and CITY prior to the provision of any such additional services. 11. Successors and Assigns CITY and CONSULTANT each binds itself, its partners, successors, legal representatives and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of such other party in respect of all promises and agreements contained herein. 12. Time of Performance CONSULTANT shall begin work on this project upon receipt of a written notice to proceed from CITY, but in no event prior to delivering a fully executed agreement to CITY and obtaining and delivering the required insurance coverage, and satisfactory evidence thereof, to CITY. CONSULTANT shall thereafter work diligently and continuously to provide all the required services and activities described herein. CONSULTANT shall complete all the required services and tasks and complete and tender all deliverables to the reasonable satisfaction of CITY, not later than 15 days after early termination date or end of contract. 13. Miscellaneous (a) Entire Agreement. This Agreement contains the entire agreement between the Parties. Any and all verbal or written agreements made prior to the date of this Agreement are superseded by this Agreement and shall have no further effect. (b) Modification. No modification or change to the terms of this Agreement will be binding on a Party unless in writing and signed by an authorized representative of that Party. (c) Compliance with Laws. CONSULTANT shall perform all services described herein in compliance with all applicable federal, state and local laws, rules, regulations, and ordinances, including but not limited to, (i) the Americans With Disabilities Act (ADA) of 1990, (42 U.S.C. 12101, et seq.), and any regulations and guidelines issued pursuant to the ADA, which prohibits discrimination against individuals with disabilities and may require reasonable accommodations; and (ii) and Labor Code Sections 1700-1775, which require prevailing wages (in accordance with DIR schedule at www.dir.ca.gov) be paid to any employee performing work covered by Labor Code Section 1720 et seq.. (d) Governing Law; Venue. This Agreement shall be construed, and its performance enforced, under California law. Because this Agreement is to be performed in the County of Sonoma, the ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Exhibit 1 Page 18 of 21 parties hereto agree that the forum for the adjudication of any dispute regarding the Agreement or enforcement shall be brought exclusively and solely in Sonoma County, California. (e) Conflict of Interest. In the event that CITY determines, in its discretion, that CONSULANT is required to comply the requirements of the Political Reform Act, specifically Cal. Govt. Code Section 87200, as well as CITY’s Conflict of Interest Code, CONSULTANT shall promptly file a Form 700 – Statement of Economic Interest in accordance with the applicable disclosure category and any other documents reasonable required by CITY in compliance with the foregoing provisions. (f) Waiver of Rights. It is the intent of the parties hereto that from time to time either party may waive any of their rights under this Agreement, unless contrary to law. Any waiver by either party hereto of rights arising in connection with this Agreement, shall not be deemed a waiver with respect to any other rights or matters, whether under this Agreement or otherwise. (g) Ownership and Use of Property Rights. Unless otherwise expressly provide herein, all original works created by CONSULTANT solely for CITY hereunder shall be and remain the property of CITY. CONSULTANT agrees that any patentable or copyrightable property rights, to the extent created solely for CITY as part of the services provided hereunder shall be in the public domain and may be used by anyone for any lawful purpose. 15. Authority; Signatures Required for Corporations. CONSULTANT hereby represents and warrants to CITY that it is (a) is a duly organized and validly existing LLC, formed and in good standing under the laws of the State of Delaware, (b) has the power and authority and the legal right to conduct the business in which it is currently engaged, and (c) has all requisite power and authority and the legal right to consummate the transactions contemplated in this Agreement. CONSULTANT hereby further represents and warrants that this Agreement has been duly authorized, and when executed by the signatory or signatories listed below, shall constitute a valid agreement binding on CONSULTANT in accordance with the terms hereof. If this Agreement is entered into by a corporation, it shall be signed by two corporate officers, one from each of the following two groups: a) the chairman of the board, president or any vice- president; b) the secretary, any assistant secretary, chief financial officer, or any assistant treasurer. The title of the corporate officer shall be listed under the signature. ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Exhibit 1 Page 19 of 21 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. _____________________ CITY OF SANTA ROSA [type of entity) a charter city By: By: Name: Title: Title: Taxpayer ID # ATTEST: [or Social Security # for sole proprietor] City Clerk By: APPROVED AS TO FORM Name: Title: By: [Delete these last 3 lines if not a corporation] City Attorney’s Office ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Exhibit 1 Page 20 of 21 ATTACHMENT ONE INSURANCE REQUIREMENTS FOR CONSULTANTS CONSULTANT shall, at all times during the terms of this Agreement, maintain and keep in full force and effect, the following policies of insurance with minimum limits as indicated below and issued by insurers with AM Best ratings of no less than A-:VI or otherwise acceptable to the CITY. A Commercial general liability at least as broad as ISO CG 0001 (per occurrence) $1,000,000 With an edition date prior to 2004 or its equivalent (aggregate)1 $2,000,000 B Business auto coverage at least as broad as ICO CA 00012 (per accident) $1,000,000 C Errors and Omissions liability 3 (per claim & agg) $1,000,000 D Workers Compensation4 Statutory Employer’s Liability $1,000,000 1 If insurance applies separately to this project/location, aggregate may be equal to per occurrence amount. Limits may be met by a combination of primary and excess insurance but excess shall provide coverage at least as broad as specified for underlying coverage. 2 Auto liability insurance shall cover owned, non-owned and hired autos. If CONSULTANT owns no vehicles, auto liability coverage may be provided by means of a non-owned and hired auto endorsement to the general liability policy. If CONSULTANT will use personal autos in any way on this project, CONSULTANT shall provide evidence of personal auto liability coverage. 3 CONSULTANT shall provide on a policy form appropriate to profession. If on a “claims made” basis, Insurance must show coverage date prior to start of work and it must be maintained for three years after completion of work. 4 Sole Proprietors must provide representation of their exempt status Endorsements: All policies shall contain or be endorsed to contain the following provisions: Coverage shall not be canceled by either party, except after thirty (30) days prior written notice has been provided to the entity unless canceled for non-payment, and then ten (10) days notice shall be given. Commercial General Policies are to contain, or be endorsed to contain the following provisions: For any claims related to this project, the CONSULTANT’s insurance coverage shall be primary and any insurance or self-insurance maintained by the CITY shall be excess of the CONSULTANT’s insurance and shall not contribute with it. The CITY of Santa Rosa, its officers, officials, employees and volunteers are to be named as additional insured on a form equivalent to CG20 10 with an edition date prior to 2004. ENERGY BILLING AUDIT & CONSULTING SERVICES CITY OF SANTA ROSA RFP 08-34 Exhibit 1 Page 21 of 21 Other Insurance Provisions No policy required by this section shall prohibit CONSULTANT from waiving any right of recovery prior to loss. CONSULTANT hereby waives such right with regard to the indemnitees. All insurance coverage and limits provided by CONSULTANT and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement limits the application of such insurance coverage. Self-insured retentions and/or deductibles above $5,000 must be approved by the CITY. At the CITY’s option, the CONSULTANT may be required to provide financial guarantees. Verification of Coverage and Certificates of Insurance CONSULTANT shall furnish the CITY with original certificates and endorsements effecting coverage required above. Certificates and endorsements shall make reference to policy numbers. All certificates and endorsements are to be received and approve by the CITY before work commences and must be in effect for the duration of the contract. The CITY reserves the right to require complete, certified copies of all required policies and endorsements.