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HomeMy WebLinkAboutAGMT - UtiliWorks Consulting LLC (Water Meter AMR/AMI Assessment CIP WT2001)PROFESSIONAL SERVICES AGREEMENT for Water Meter AMR/AMI Assessment CIP WT2001 Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 UtiliWorks Consulting, LLC 2351 Energy Dr. STE 1010 Baton Rouge, LA 70808 Phone # (225) 766-4188 This Professional Service Agreement ("the Agreement") is made as of July 22, 2019 (the "Effective Date"), by and between UtiliWorks Consulting, LLC ("Consultant"), a Louisiana Limited Liability Company, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional services. B. Pursuant to the authority provided by its City Charter and Government Code § 37103, if applicable, City desires to engage Consultant to provide Professional Engineering services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that the principal members of its firm are qualified professional Engineers and are fully qualified to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 2 of 16 1.5 Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of two (2) years unless previously terminated as provided by this Agreement. 3.00onsultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $116,014. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 3of16 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Dale Pennington III, President/CEO is the Consultant's primary representative for purposes of this Agreement. It is expressly understood that the experience, knowledge, capability, and reputation of Dale Pennington III were a substantial inducement for City to enter into this Agreement. Therefore, Dale Pennington III shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: UtiliWorks Consulting, LLC 2351 Energy Dr. STE 1010 Baton Rouge, LA 70808 Attn: Dale Pennington III 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 4 of 16 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details of performing the services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and compliance with the customary professional standards. 8.2. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.3. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 10.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 5of16 11.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 12.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all services and other matters covered under this Agreement, including but expressly not limited to, all services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the services provided in sufficient detail to permit an evaluation of all services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 12.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 13.0 Insurance 13.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 13.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance 6of16 of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 13.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 13.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 13.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing 7of16 payment of losses and related investigation costs, claims and administrative and defense expenses. 14.0 Indemnification, Hold Harmless, and Duty to Defend 14.1. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, indemnify and hold harmless the City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 14.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant , and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a "design professional," as the term is defined under California Civil Code § 2782.8(c).] 14.2. Other Indemnitees. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 14.3 Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 14.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant 8of16 fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 14.4 The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. Consultant's indemnity obligation set forth in this Section 14.0 shall not be limited by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement. 14.5 Consultant's covenants under this Section 14.0 shall survive the expiration or termination of this Agreement. 15.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 16.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 17.0 Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 9of16 18.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 19.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 20.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 21.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 22.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 23.0 Prohibited Interests; Conflict of Interest 23.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 23.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant 10 of 16 paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 23.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non -contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection 24.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 25.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 26.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 11 of 16 CITY OF SEAL BEACH Attest: By: Appro, By: MKI Craig A. Steele, City Attorney S7296-0001 \1 2 36808v 1. d oc CONSULTANT: UtiliWorks Consulting. LLC, a Low ' at in By: Name: Its: By:— Name: Cori Its: Stt12'.� (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313.) EXHIBIT A Consultants Proposal 13 of 16 TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 14 of 16 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform Work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 15 of 16 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. 16 of 16 SEAL" 0 � EXHIBIT A 'cgLIFORN�� The City of Seal Beach Attn: Mr. Travis Brooks Title: Management Analyst UtiliWorks Consulting, LLC 225.766.4188 Office 2351 Energy Dr, 5TE 1010 225.612.6404 Fax Baton Rouge, LA 70808 www.utiliworks.cpm Ut*Nis T � Strategic Utility Consulting ..,.,........,..... its TransmittalLetter.......................................................................................... 3 ProjectUnderstanding..................................................................................... 5 Proposed Scope of Services............................................................................... 6 Assumptions................................................................................................. 6 Task1 - Assessment........................................................................................ 7 Task 1.1 - Project Kickoff and Mobilization.......................................................... 7 Task 1.2 - Technology Review / Education.......................................................... 8 Task 1.3 - Project Goals Ft Objectives................................................................ 8 Task 1.4 - Current State of Operations............................................................... 8 Task 1.5 - Cost Estimate / Project Phasing.......................................................... 9 Task 1.6 - Assessment Report .......................................................................... 9 Task2 - Procurement.....................................................................................10 Task2.1 - Staffing Plan................................................................................10 Task 2.2 - Requirements and Specifications........................................................ 10 Task 2.3 - RFP Scope of Work Draft..................................................................11 Task 2.4 - Proposal Solicitation, Evaluation Ft Selection..........................................12 Task 2.5 - Contract Negotiations.....................................................................12 Task 3 - WaterSmart Grant Assistance.................................................................13 Task 3.1 - WaterSmart Grant Application Preparation and Processing Support ...............13 Proposed Project Team...................................................................................15 EstimatedSchedule.......................................................................................17 Fees......................................................................................................... 18 ProjectReferences........................................................................................19 Resumes.................................................................................................... 21 The City of Seal Beach Page 1 2 Transmittal Letter law= Strategic Utility Consulting Date: May 6"', 2019 To: Mr. Travis Brooks Management Analyst City of Seal Beach From: Mr. Kody Salem Principal UtiliWorks Consulting, LLC UtiliWorks Consulting, LLC 2351 Energy Drive. STE 1010. Baton Rouge, LA 70808 (225) 766-4188 www.utiliworks.com RE: Automated Meter Reading (AMR) / Advanced Metering Infrastructure (AMI) Assessment UtiliWorks Consulting, L.L.C. ("UtiliWorks") appreciates the opportunity to submit this proposal to provide consulting services for an AMR/AMI Assessment for the City of Seal Beach ("City" or "Utility"). UtiliWorks offers professional services to assist utilities in the evaluation, design, procurement and implementation of Smart Utility Solutions. This is the exclusive focus of our company. We believe that we are uniquely positioned to guide the City in its efforts. We have briefly reviewed the City of Seal Beach FY 2018/19 through 2022/23 CIP and applaud Public Works Team for identifying numerous projects to enhance and maintain the City's infrastructure. We are confident that the City's initiative is an excellent fit for our services and the long-range solutions that must be developed. We would like to highlight the key areas we believe differentiate us from other firms. These key differentiators are: 1. Industry Recognition: UtiliWorks staff have worked on several AMR/AMI engagements on behalf of water utility clients over the past 13 years and are very familiar with utility operations across all functional areas. By utilizing a strategic approach which includes public outreach and benefits verification, we have been able to assist our clients in receiving industry accolades. These include: a. Orangeburg Department of Public Utilities (DPU), SC ("Best Smart Infrastructure Project of the Year", CS Week 2015) b. Albuquerque Bernalillo County Water Utility Authority, NM ("Best Smart Infrastructure Project", CS Week 2013) c. Ruston, LA ("Smart Grid Project of the Year", Utility Automation and Engineering TFtD Magazine, 2010) d. San Marcos, TX ("Best Smart Infrastructure/Grid Project", CS Week 2010 and "AMI Project of the Year", DistribuTECH 2009) Many of our clients have been featured in both international trade journals and local newspapers based on the success of their automated metering projects. UtiliWorks is very proud of our clients' accomplishments and will always seek to gain them the recognition they deserve. 2. Agile and Adaptable Consulting Firm that Specializes in this Market Space. We have subject matter experts who have deep roots in the AMR/AMI market. UtiliWorks will provide the The City of Seal Beach Page 1 3 City full access to our senior staff. We have excellent client references from utilities of similar size and scope to the City who desire a more agile organization with a tailored delivery strategy. Our team is known for our "hands on" experience with technology, vendors, and owners in both pilot and full deployment environments. We believe our team has more true deployment experience (versus theoretical understanding) than any other consulting firm in this sector. Our references are the best way to confirm this. A Tailored Solution for Your Unique Environment. In performing our initial engagement with the City, we plan to utilize a comprehensive approach in developing a detailed implementation plan and analyze how an automated metering implementation can positively impact each department, not solely focusing on the meter -to -cash functions. As part of our regular engagements, UtiliWorks helps our clients determine which technology applications make sense for their unique environment. This includes budgeting, planning, selection of the appropriate technology, and providing implementation support and oversight. Working in conjunction with utility personnel, our team can create an optimum solution for the City because we do not associate our recommendations with a particular technology and we have no vendor affiliations. UtiliWorks is very excited about the opportunity to work with your team at Seal Beach. Our proposed Project Manager, Mr. Bret Vonder Reith, has extensive knowledge of the needs of this project, and he resides less than 80 miles from Seal Beach. We think you will find that our personnel and experience exceed your requirements to fulfill the work requested. In summary, we believe that UtitiWorks is an excellent fit for the work requested by the City and look forward to additional opportunities to demonstrate our interest and capabilities. Thank you for your consideration. Respectfully submitted, Kody M Salem Principal UtiliWorks Consulting, LLC ksalem@utiliworks.com 2351 Energy Drive Suite 1010 Baton Rouge, LA 70808 P (615) 375-6396 F (225) 612-6404 The City of Seal Beach Page 14 Project Understanding It is UtiliWorks' understanding that Seal Beach is interested in UtiliWorks conducting an AMR/AMI Assessment that includes a cost estimate and proposed deployment phasing plan. The City has a unique set of challenges due to the City's proximity to the Joint Forces Training Base at Los Alamitos, Naval Weapons Station Seal beach, and meter pit flooding to be addressed for select meter boxes. Through our experience working with numerous water utilities (both coastal Et landlocked), vendors, and our own research, we have gathered a wealth of information on various AMR/AMI technologies. We concluded the following key objectives underlying this effort based on discussions with, and feedback from, Seal Beach Utility staff. 1. Assessment of the Utility's current meter inventory and meter reading equipment. 2. Assessment of the Utility's current meter reading software and other related applications that would be impacted by a change from walk by to drive-by AMR or AMI. 3. Conduct a meter and field conditions survey on a sample population of Seal Beach's service area 4. Initiate a Propagation study Request for Information (RFI) 5. Develop a cost estimate and proposed project phasing plan that reflects a three- to five-year metering technology deployment. 6. Summarize findings and provide recommendations to the City as it relates to a meter reading technology roadmap including best fit technology solutions. 7. Prepare a Request for Proposals (RFP) that is expected to include: drive-by AMR solution with an "upgrade path" to AMI, water meters and related equipment, installation services, and all related software and professional services. 8. RFP Administration (publishing of RFP, pre -proposal conference, proposer question management, response management, proposal evaluation and selection assistance) 9. Contract negotiation assistance 10. WaterSmart Grant application processing assistance (package preparation and application process oversight) We will approach this effort based on the methodology we employ across all our utility technology projects. This proven methodology is called UtiliWorks Advantagelm. Our engagements with utility clients interested in deploying technology solutions, commonly AMR/AMI, typically start with "Assessment" followed by a phased progression to "Install" (full deployment) and "Support" (post -deployment). This process focuses on delivery of utility data and business work flow changes that will drive performance throughout the utility organization. As depicted in the figure below, we will work with Seal Beach through key aspects of the Assess, Design and Procure steps. The City of Seal Beach Page 15 ,pF�, PAPrts fnhncEnleM M� Rog� _ &OMM Bendts teSSOMS Cantauan MAvat �hofhoK Ren LiHved invruA"mt Irkw Sd*dL* Inrisuxin I mn Sysfem SdxdMe Pfin Trynng Proal of SrA m wer.&M msi 4uw softvwue con"Pt Reg renin Pds n Caffigu Um Figure 1 - UtiliWorks AdvantageTM' Methodology Proposed Scope of Services Proposed Phase 1: AMR/AMI Assessment, Meter Survey, RFI and RFP Development UtiliWorks is proposing the following scope of work that aligns your desired objectives with our proven approach. We have specific tasks outlined in detail including interim and final deliverables. Assumptions • The City will assign a Project Manager (PM) to participate in regularly scheduled status calls with the UtihWorks Project Manager to review open issues and remove barriers to progress. • The City will designate the necessary Subject Matter Experts (SMEs) from all functional teams to actively participate throughout the project. • The City will have reasonable responsiveness to data requests, document or deliverables review and meeting requests. • Work will be performed by UtiliWorks resources either on-site or off-site in the completion of deliverables. • During onsite sessions, the City will provide meeting space, teleconference line, projector, and guest internet connection for all meetings as needed. The City of Seal Beach Page 1 6 • Task 2 - Procurement includes development of a publish ready RFP. Support beyond publishing the RFP can be provided for an additional fee. • Pricing does not include any taxes, licenses or other fess and are extra if applicable. • UtiliWorks to assist with RFP administration, response evaluation, vendor selection and contract negotiation • Task 3 - WaterSmart Grant Application Support. UWC will provide assist with the application development and the monitoring of the application process if Grant Application is successful Task 1 - Assessment The Assessment aids in the identification of the underlying business reasons that are motivating the effort and reveals critical success factors and risks to consider. The fundamentals include education workshops, identification of project objectives, discovery of the current state of operations, and the recommended implementation strategy. Our assessment also includes thorough development of a gap analysis, and current state evaluation. With the assessment we determine the systems functionality, compatibility and opportunities for improvement. Assessments of current state environments including metering, customer information systems, billing, integration methods, and staff capabilities to maintain, update, and configure software and hardware can also be provided. In addition, UtiliWorks will advise on which technologies are best suited for the City's unique environment and identify the associated business process and operational changes that must occur to realize the maximum benefits of a meter reading technology change. Specific tasks and deliverables associated with Task 1 are outlined below. Task 1.1 - Project Kickoff and Mobilization Prior to launching the project, UtiliWorks will work with the City Project Manager (PM) to compile the internal project team organizational chart which will facilitate effective communications and scheduling discovery/working sessions. UtiliWorks will hold a kick-off meeting with the stakeholders and project team members to review the project scope, timeline, communications plan and housekeeping items. UtiliWorks will work with the City PM to develop the kick-off meeting agenda and identify attendees. During mobilization, UtiliWorks will initiate our discovery effort to compile the necessary data and information to assess the current state of utility operations and develop our analysis and recommendations. UtiliWorks will provide the City with a list of initial discovery questions that will be customized for each utility department. In addition, UtiliWorks will deliver the initial data requests that will inform the cost estimate. Deliverables: Kick-off Meeting /Slide Deck, Initial Current State Discovery Questions, Initial Cost Estimate Data Requests including Installed Meter Population and Systems/Applications Inventory Following the mobilization and remote kickoff activities, UtiliWorks will subsequently schedule the necessary on-site discovery workshops to review the responses received from Seal Beach with each respective Subject Matter Expert (SME). The project Goals and Objectives, Current State of Operations (review of data request items) and Technology Review workshop will together encompass approximately 2.5-3 days of onsite meetings. See task 1.2 - 1.4 for further detail. The City of Seal Beach Page 1 7 Task 1.2 - Technology Review / Education During our customized "Technology Review" on-site workshop, UtiliWorks will discuss the critical success factors and relative advantages/ disadvantages of AMR/AMI platforms as they relate to the City. We delve into the success stories of other utilities and discuss how the City can avoid the pitfalls. We will provide you with a market vendor overview along with explanations of how their products and system characteristics could impact your operations and customer base. The Technology Review will be a 2-3 hour interactive discussion designed to provoke thought and prompt questions and bring the City's team base level knowledge up to a level suitable for making decisions going forward with the initiative. Deliverables: On-site Technology Workshop and Agenda, Slide Deck including Vendor Product Overview and an AMI vs. AMR Consideration Analysis Task 1.3 - Project Goals Et Objectives In an additional 2 -hour on-site workshop session with Seal Beach executives, stakeholders and key SMEs, UtiliWorks will work with the City to establish a common understanding of the City's project goals, drivers, success factors and risks. This approach is designed to stimulate discussion around project goals and objectives that otherwise may not have been considered. This effort serves to set the foundation for key project messaging and communications, in addition to helping to ensure what is ultimately deployed directly addresses the goals and objectives outlined during project planning. UtiliWorks will refine the discussion points into a complete set of categorized goals and objectives and develop a list of potential risks to be tracked throughout the City's AMI project lifecycle. Deliverables: On-site Goals and Objectives Workshop and Agenda, Summary of Findings in the Assessment Report Task 1.4 - Current State of Operations Over 1.5 - 2 days of the on-site workshop, UtiliWorks will work with the City PM to identify the SMEs to review the discovery responses received with each respective utility department. UtiliWorks will focus primarily on current meter reading practices, meter reading software/ hardware, and other meter reading related applications. The output of this task will serve as inputs to UtiliWorks' findings and recommendations on the City's readiness and fit for an AMI project. As applicable, UtiliWorks expects to meet with the following departments at a minimum (1.5 - 2 days of sessions anticipated): • Meter Reading / Meter Shop / Field Services • Billing / Customer Service • Water Operations • Information Technology (IT) / Operational Technology (OT) / Communications Deliverables: Onsite Current State Workshops and Agenda, Final Current State Discovery Responses, Summary of Findings and Recommendations in the Assessment Report The City of Seal Beach Page 1 8 Task 1.5 - Cost Estimate / Project Phasing UtiliWorks will work with the City to develop a capital and operating cost estimate underlying the deployment of AMR and AMI metering technology in the Seal Beach service area. UtiliWorks will deliver the preliminary results and step through each cost component and underlying assumptions. UtiliWorks will update assumptions, as needed, so to arrive at a final deliverable. In conjunction with developing the cost estimate and underlying assumptions, UtiliWorks will also work with the City to develop scenarios that reflect deployment duration and phasing options. Deliverables: Cost estimate workbook including deployment of AMR and AMI, Summary of Findings in the Assessment Report Task 1.6 - Assessment Report UtiliWorks findings and recommendations will be documented in a comprehensive written report. This report will be the primary vehicle for communicating UtiliWorks' recommendations to the City. The suggested report outline is as follows: • Executive Summary • Discovery Findings • Cost Estimate • Conclusions • Recommendations and Next Steps UtiliWorks will schedule a working session with the City upon delivery of the Draft Assessment Report to review the findings and recommendations. UtiliWorks expects the City to provide feedback/questions/comments on the Draft Assessment Report, which will then be incorporated into the Final Assessment Report. Additionally, UtiliWorks will prepare and conduct an onsite presentation to the City's Executive Management/ Stakeholders summarizing the effort, results and recommendations. The City of Seal Beach Page 1 9 Deliverables: Final Assessment Report, Onsite Presentation of Report a,.._... 4A "M tltilf Figure 2 - Example Report Cover/TOC Task 2 - Procurement Task 2 will cover the planning, preparation and development of an RFP. UtiliWorks will alsc work with the City to develop a project staffing plan based on the City's goal/objectives. Specific sub -tasks and deliverables associated with this task are outlined below. Task 2.1 - Staffing Plan UtiliWorks will work with the City to develop a proposed project staffing plan that will include identification of the project Steering Committee, Proposal Response Evaluation Team, the Core Project Team and SMEs that will contribute throughout the life of the project. As part of this effort, UtiliWorks will work with the City to determine and anticipate potential temporary and permanent positions that may be required during deployment and post -deployment. Deliverable: Proposed Staffing Plan Task 2.2 - Requirements and Specifications UtiliWorks' approach to the procurement of technology is premised on the need to identify tight, detailed specifications and requirements. UtiliWorks will conduct discovery with the project stakeholders to develop specifications based on the City's business goals, objectives, current situation, and plans for future changes. The following topics and questions will be addressed and will roll up to the RFP document: Functional Requirements - What does the City want this new technology to do? Telecommunications Requirements - Does the City have existing structures to mount communications equipment, and what backhaul methods are available? Business Requirements - What business needs are fulfilled by AMI? The City of Seal Beach Page 1 10 • Integration Requirements - How does the City want this new technology to interface with other systems? • Performance Requirements - What measures of performance should be specified in the RFP/Scope of Work for the vendor to satisfy the business requirements of the City? • Reporting Requirements - What types of reports and reporting tools will the City require? • Procurement Requirements - What are the rules the City must follow to procure equipment and professional services? Deliverable: AMR/AMI Requirements and Specifications workbook Figure 3 - Requirements Workbook Screen Clip Task 2.3 - RFP Scope of Work Draft UtiliWorks will prepare the RFP Scope of Work (SOW) with the intent to provide the vendor community with the essential information to prepare a robust response that is tailored to the City. UtiliWorks will incorporate the SOW into the City's standard RFP boilerplate and review with the City's team (including Purchasing and Legal) to ensure that all requirements are accurately reflected. It is anticipated that there will be no more than two (2) iterations for the RFP draft creation and the RFP draft review until we reach to the point where the RFP is complete and acceptable for publication. UtiliWorks will also compile a comprehensive list of potential proposers (which may or may not include: Telecom/Network, AMR, AMI, MDMS, Meters/Materials, and Installation) that would represent viable options to satisfy the goals and requirements of the City. The City of Seal Beach Page 1 11 Requirements and Capabilities - AMI System Category ID Ca bil /R uirement Priority Vmdor Respona Vendor Comment The AMI Systern Shall: Not significantly limit the brands of water meters that the City can Install. Specify bands/models of water meters that are fully General AMI 1 functional with AMI system. If there are any meter limitations with Required Current Base specific vendor models, these should be listed by vendor and specific models that are not functional with ycour AMI System. Meet all applicable federal, state, and local regulatory requirements (including, but not limited to, American Water Works Association General AMI 2 (AWWA), National Electric Safety Code INESC), Federal Required Future Base Communications Commission (FCC), and American National Release Standards Institute (ANSI) . General AMI 3 Not interfere with the Ciry's current Utility, SCADA, Public Safety or Required Modification any other RF communications system. General AMI 4 AMI system backhaul to be identified by AMI vendor. The City's Required Third Parry System SCADA communication will not be used for AMI backhaul General AMI 5 ]Uniquely identify all meters on the network. Required Customization General AMI 6 Include a reduction and test environment forthe Headends tem. Nice to Have Not Provided Provide a method of obtaining readings by handheld computers in the General AMI 2 Nice to Have event fixed network communicabon with meters is down. Provide a method of obtaining readings by vehicle -mounted mobile General AMI 8 collectors in the event fixed network communication with meters is Nice to Have down. Allow reprogramming of meters remotely (over -the -air) via the AMI General AMI 9 network. List meter brands for which your AMI system cannot Required Ireprogram the meters remote) . General AMI Critical failures shall be detected, logged and reported to AMI headend immediate ly including: General AMI 10 _ _ Collector device failure Required General AMI it Endpoint device failure Required General AW 12 Endpointfirmwareu radefailureRewired General AMI 13 Timesynchronization failure Re uired General AMI 14 Database storage exceeded Required General AMI 15 Memory failure Required General AMI 16 Communications link failure Required General AMI' Provide a solar power option for collectors. Explore General AMI 18 Support interval data collection for measured product. Required Figure 3 - Requirements Workbook Screen Clip Task 2.3 - RFP Scope of Work Draft UtiliWorks will prepare the RFP Scope of Work (SOW) with the intent to provide the vendor community with the essential information to prepare a robust response that is tailored to the City. UtiliWorks will incorporate the SOW into the City's standard RFP boilerplate and review with the City's team (including Purchasing and Legal) to ensure that all requirements are accurately reflected. It is anticipated that there will be no more than two (2) iterations for the RFP draft creation and the RFP draft review until we reach to the point where the RFP is complete and acceptable for publication. UtiliWorks will also compile a comprehensive list of potential proposers (which may or may not include: Telecom/Network, AMR, AMI, MDMS, Meters/Materials, and Installation) that would represent viable options to satisfy the goals and requirements of the City. The City of Seal Beach Page 1 11 Deliverables: Publish -Ready RFP, Vendor List and Contact Information Task 2.4 - Proposal Solicitation, Evaluation It Selection UtiliWorks will assist the City with those tasks that must be managed once the RFP is released including: (a) advertising the RFP; (b) setting the agenda and leading a pre -proposal meeting; (c) receiving and responding to vendor questions; and (d) publishing any necessary addenda. Prior to the receipt of responses, the UtiliWorks PM wilt work with the City PM to organize and schedule the proposal review process. As the responses are received, UtiliWorks' team of SMEs will immediately start the evaluation process alongside the City -designated Evaluation Team. UtitiWorks will summarize key components of each proposal and analyze each cost proposal. When lining up the cost proposals side-by-side it is common to discover that each vendor quote differs in some fashion, making it difficult to perform an apples -to -apples comparison. We minimize this challenge with how we structure the RFP response requirements and our analytical approach to cost normalization. UtiliWorks will work with the City throughout the evaluation process to arrive at a shortlist of recommended candidates. We will work with the City's Evaluation Team to customize the shortlist meeting agenda and outline questions for each vendor interview. Our team will attend the shortlist interviews and ensure that candidates answer questions comprehensively and to the City's satisfaction. UtiliWorks will also assist the City with reference checks and potentially arrange site visits, so that the City may obtain useful feedback from the experiences of other water utilities. At the end of the evaluation process, we will work with the City's team to weigh the pros and cons of each shortlist candidate so that the City can arrive at a final selection. Deliverables: Pre -Proposal Meeting Agenda, Responses to Proposer questions, Proposal Weighting and Evaluation Tools, Cost Normalizotion.xlsx, Shortlist Interview Agenda/Questions, Shortlist Interview Summaries Task 2.5 - Contract Negotiations UtiliWorks will provide guidance and support to the City during contract negotiations with the selected vendor(s). Our experts will review and provide editorial for the proposed vendor contract and SOW, determine whether the SOW complies with the City requirements, and negotiate terms that are as favorable as possible to the City. UtiliWorks will work with the City and the respective vendor(s) to: identify and document the City -specific systems acceptance criteria; identify and document expected deliverables to be produced; and, identify price concessions. UtiliWorks will actively participate in discussions / negotiations with the selected vendor(s) on behalf of the City. UtiliWorks will work with the City to develop the final vendor contract presentation to the City Council and attend the Council meeting to answer questions / provide clarification. Deliverables: Council -Ready Vendor Controct(s), Council Presentation Slide Deck The City of Seal Beach Page 1 12 Task 3 - WaterSmart Grant Assistance Task 3.1 - WaterSmart Grant Application Preparation and Processing Support ** Note Task 3 will only be initiated with written authorization of notice to proceed ** Background • Water Conservation Grant - issued at the beginning of January 2020 looks to provide up to $1,000,000 in matching funds to support water utility projects in specific western U.S. states Et territories. There are two different funding categories: o Level 1 projects may receive up to $300,000 in matching funds and must be completed in two years. o Level 2 projects may receive up to $1,000,000 in matching funds and must be completed in three years. • Supports: Municipal metering projects which result in water savings or leakage quantification Assumptions • Client is interested in participating in the Water Conservation Grant and meets eligibility requirements. • Client is able to provide all data required in a timely manner to support the grant application. • Work will be performed by UWC resources either on-site or off-site in the completion of task order deliverables • UtiliWorks is completing one grant application on behalf of the Client. • Owner will assign Project Manager to participate in regularly scheduled status calls with the UWC Project Manager to review open issues and remove barriers to progress. • Work will be performed by UWC resources either on-site or off-site in the completion of task order deliverables • Owner agrees to provide the UWC project team with online, interactive access capability as well as workspace for consultants while on-site. • Cost does not include any taxes or additional fees not represented in the schedule of values. Support Grant Application UWC will guide and support the grant application process between the Client and the Department of Interior. The City of Seal Beach Page 1 13 Act as intermediary between Department of Interior and Client UtiliWorks will interface with the Department of Interior (DOI) and act on behalf of the Client. Prior to fully engaging UtiliWorks will interface with DOI to review and provide guidance to ensure that the Client meets the eligibility requirements for application for the grant. On behalf of the Client UtitiWorks will maintain contact with the DOI to monitor application dates, changes in the application process and after submission, monitor the approval process. Assuming the application is successful UtiliWorks can be contracted to support the Client to ensure they meet all reporting requirements for the grant. Data Collection Tasks Develop and Collect Data Required UWC will review grant requirements and provide data forms to the Owner in order to facilitate data collection. This data is required to determine water conservation, energy saving, and other benefit capabilities. This will require data collection for baseline data and analysis to determine the anticipated benefits. Where no budget information exists UtiliWorks will work with the Owner to generate budget information. Develop Grant Application Outline Throughout the data collection period UWC will develop a draft outline for review with the Owner. This draft will highlight the win theme and key points to be made within the application to maximize success. The grant application outline is based on analysis of the data collected and will be reviewed with appropriate Owner stakeholders to ensure alignment. Grant Application Process UWC will use the agreed upon win theme and outline to begin draft of a preliminary grant application. The grant application will be based on the data previously collected and throughout this process there may be opportunities where UtiliWorks will reach back to the Client for clarification or additional information. Upon completion of the draft grant application UtiliWorks will perform internal reviews to be followed by a review with Client stakeholders and participants to comment on the application. After receiving comments, a formal review will be conducted to ensure alignment. Multiple reviews may be required. After reviewing the draft UtiliWorks will move to creating the final grant application incorporating any comments or suggestions from the Client deemed appropriate. A review process will be followed and a formal review to finalize the documents will be conducted. Upon completion of the final review the documents will then formalized and published for submission to the DOI. UtiliWorks will work with the Owner to ensure the application process is followed. Upon submission UtiliWorks will follow-up with DOI to ensure the application was received in its entirety and meets the application deadlines. UtiliWorks will continue to interface with DOI on the Owner's behalf to follow application progress up to award of the funding. The City of Seal Beach Page 1 14 Define Participant Responsibilities UWC will work with the Owner and the selected vendors to define and document the expected responsibilities of each project participant (i.e., vendors, the Client, and UWC) throughout the grant application project. Deliverables: • Completed Water Conservation Grant Application for submission by Client Out of Scope • If awarded, grant reporting is considered additional scope. • Additional grant applications beyond the Water Conservation Grant. • Any work requested by Client that is not expressly and directly a part of the scope set forth above is considered "Out of Scope" and may require the execution of a Change Order or a new Statement of Work. Proposed Project Team The City of Seal Beach Page 1 15 Kody Salem Executive Sponsor Jon Madrid Mitchell Procurement SME Nicole Griffin Program Manager Bret Vonder Reith Project Manager (Encinitas, CA) Don Rankin Dylan Kelly Water Operations SME Deployment SME On -Demand Resources Steve Nees— IT/OT/Integrations SME (Dove Canyon, CA) Chase Berenson — Org. Change Mgmt. SME Alyssa Pourciau — Public Relations SME The City of Seal Beach Page 1 16 OD 7 L u N v M E w -�C M c ra U O N N N > M a, a ::E L L o O ~ c u 4- on U -0.� L Ly � Q u o as f0 ( N Q m a� v ce m U N N m — N N m Y E b O O to 4.,, 4-1 3 zo 'n o o a '3 Ln a, N .0 c _ E L cu i J U CU H U E O 3 x a 0 n� a 4; 5 -0 mc�v v E u f0 N N a•.+ U N N 3s o L+ L � c a u -r- 4--1 a Vf O N L E o vH v Y L N L 0 on Ow cr- 3 � N 'E�� �Z�� N oA ro a Fees UtiliWorks proposes a not -to-exceed contract. UtiliWorks will invoice the City monthly based on labor hours consumed of each proposed task below: For the purposed of the estimate a blended rate of $200/hour was used for all tasks except Project Management for which $210/hour was used. ** Should the Grant be awarded, an additional fee of $25K giant administration services will be due Standard Labor Rates by Positioi. Estimated Title Task Managing Director $ NTE Fee Principal Hours 260.00 Senior Manager Task 1 - Assessment 220.00 $ 27,200.00 Task 1.1 - Project Kickpff and Mobilization 16 5 3,200.00 Task 1.2 - Technology Review / Education 16 $ 3,200.00 Task 1.3 - Project Goals Et Objectives 8 $ 1,600.00 Task 1.4 - Current State of Operations 24 $ 4,800.00 Task 1.5 - Cost Estimate / Project Phasing 24 $ 4,800.00 Task 1.6 - Assessment Report 48 $ 9,600.00 Task 2 - Procurement $ 46,700.00 Task 2.1 - Staffing Plan 26 $ 5,200.00 Task 2.2 - Requirements and Specifications 32 $ 8,500.00 Task 2.3 - RFP and Scope of Work Draft 40 $ 8,000.00 Task 2.4 - Proposal Solicitation, Evaluation Et Selection 50 $ 10,000.00 Task 2.5 - Contract Negotiations 75 $ 15,000.00 Task 3 - WaterSmart Grant $ 15,000.00 Task 3.1 - WaterSmart Grant Application Preparation "" 75 S 15,000.00 Project Management and Services 43.4 $ 9,1 14.00 Estimated Travel and Expenses N/A $ 18,000.00 Total Estimated Fee $ 116,014.00 ** Should the Grant be awarded, an additional fee of $25K giant administration services will be due Standard Labor Rates by Positioi. The City of Seal Beach Page 1 18 Utiliworks Consulting Rate Sheet Title Billing Rate Managing Director $ 295.00 Principal $ 260.00 Senior Manager $ 220.00 Manager $ 220.00 Senior Associate $ 220.00 Associate $ 190.00 Analyst $ 160.00 Junior Analyst $ 115.00 Administrative $ 115.00 The City of Seal Beach Page 1 18 project References Additional Droiect references are available upon reouest. Long Beach, California, 100,000 water meters Name of Business Street Address City ft State Contract Dates Long Beach Water 1800 E. Wardlow Long Beach, CA Nov 2015 - Present Department Road 90807 91302 Contact Title Telephone Email Address Chris Garner General Manager 562 570-2001 chris.garner@tongbeach.gov Description of Work Performed UtiliWorks was hired to provide the Long Beach Water Department (LBWD) with professional services to deliver an AMI/MDMS Assessment and Strategic Roadmap. Tasks included: update the AMI/MDM business case; develop related as -is current state operations, communications infrastructure, and IT systems; review, analyze and make recommendations related to LBWD's water conservation programs; and, develop desired data analytics by department. UtiliWorks was awarded the contract to provide AMI/MDMS procurement services and overall Program Management services starting in August 2017. Las Virgenes Municipal Water City, California, 22,000 water meters Name of Business Street Address City Et State Contract Dates LADWP 4232 Las Virgenes Rd. Calabasas, CA 12/11/18 - 10/10 91302 Contact Title Telephone Email Address Joe McDermott Dir. Resource Conservation (818) 251-2130 jmcdermott@LVMWD.com and Public Outreach Description of Work Performed UtiliWorks' scope includes a Program Kickoff, AMR/AMI Design and Procurement RFP, RFP Administration, Vendor selection assistance and contract negotiation assistance. The RFP will solicit for AMI, MDMS and Customer Portal systems as well as subcontracted installation contractor services. The City of Seal Beach Page 1 19 Crescenta Valley Water City, California 20,000 water meters Name of Business Street Address City Et State Contract Dates CVWD 2700 Foothill Blvd. La Crescenta, CA 12/19/18 -10/10/19 June 2014 - Oct 2018 91214 90621 Contact Title Telephone Email Address David Gould City Engineer 818 236-4119 dgoutd@cvwd.com Description of Work Performed Description of Work Performed Provide AMI advisory services related to business case validation, readiness assessment and strategic planning. Provide an onsite technology review and vendor product overview. Assessment of current operations and the delivery of an AMI Recommendations Memorandum. Business Case scenarios (3) will also be developed with deployment timelines expected to be completed by June of 2021. Finally, an Implementation Plan will be developed. The City of Seal Beach Page 1 20 Buena Park, California, 20,000 water meters r� P y� rx o,a M� Name of Business Street Address City Et State Contract Dates City of Buena Park 6550 Beach Blvd Buena Park, CA June 2014 - Oct 2018 90621 Contact Title Telephone Email Address Mike McGee Smart Meter Manager (714) 562-3705 mmcgee@buenapark.com Description of Work Performed UtiliWorks was contracted to provide consulting services in the evaluation and application study of the current smart metering technologies and present an AMI business case to the City of Buena Park. UWC further assisted with and AMI/MDM procurement, including a CIS readiness assessment. UWC led development of the City's DOI WaterSMART grant application for FY2017 and is engaged as Program Manager for the AMI deployment for approximately 20,000 water meters. The City of Seal Beach Page 1 20 Resumes Previous Experience Director of Sales 8 Marketing Edison Automation, Inc. (2003 - 2009) Senior Project Engineer - Consoer Townsend Envirodyne Engineers (1999 - 2002) Field Project Engineer HSQ Technology (1996 - 1999 ) Shift Technical Engineer - Westinghouse Savannah River Company (1989 -1995) Education and Certifications BS Electrical Engineering Technology - Purdue University, 1989 AAS Electrical Technology Purdue University, 1987 A' Level Wastewater Certification State of South Carolina (on 11 /27/93) 'L' Level Security Clearance US DDE Energy (from 2/90 - 5/95) Specializations_ . Team Management . Deployment Planning . Cyber Security Plans . RF Communications . Business Case Assessments . AMI /Smart metering / Smart grid . Control and SCADA Solutions . Acceptance Testing Plans Kody M. Salem S Principal Kody Salem is a Principal with UtiliWorks based in Nashville, TN with an extensive background in radio frequency, instrumentation, and controls technologies, including more than 28 years of technical, operations, and management experience providing services and solutions to the utility market space. Kody excels in understanding complex technical systems and effectively communicating their potential to positively im pact engineering and operations, to both persons with technical and non-technical backgrounds. He brings these skills to lead his team of consultants, providing the necessary guidance to deliver valuable services for their utility clients' projects and initiatives. Relevant experiences and background include . Provide executive guidance and support to multidisciplinary team of consultants for water, gas, and electric utility technology programs . Provide technical subject matter expertise for various utility technology initiatives (AMI, MDM, SCADA, IVR, OMS, etc.) . Lead vendor solution analysis for AMI/ MDM procurement efforts on behalf of our clients ■ Conduct AMI vendor request for inform ation (RFI); analyze propagation studies to support client AMI infrastructure comparison and planning efforts . Perform education sessions for AMI/MDM and related technologies early on in clients early on in initiative stages to facilitate proper project planning, budgeting, and scheduling . Alameda County Water District, CA (Executive sponsor - AMI Pilot Assessment) . Azusa, CA (Technology Procurement and Vendor Contract Negotiations) . Brownsville Public Utilities Boarc TX (Project Manager AMI/MDM Pilot) . Bermuda Electric Light Company (SME Outage Management system RFP and vendor selection) . Brownsville Public Utility Board (Business Process Mapping) . City of Buena Park, CA (Project Sponsor - AMI Assessment, procurement and Deployment) . Chelan County Public Utility District (Project Sponsor - Strategic Planning) . City of Lawrence, KS (Project Sponsor a Technology Education - AMI Assessment) . Gallatin Public Utilities (Program Manager AMUMDM procurement and Deployment) . Long Beach Gas i3 Oil (Project Sponsor - AMI Assessment / Procurement ) Deployment) . Long Beach Water Dept. (Project Sponsor - AMI Assessment / Procurement 1 Deployment) . Loudon Utilities Board (Program Manager AMI/MDM Assessment through Deployment . North Marin Water District, CA (AMI Assessment, Project Sponsor - AMI Pilot) . City of Richland, WA (Project Sponsor - AMI Assessment / Procurement) . City of Santa Rosa, CA (Procurement education and training) . City of Topeka, KS (Project Manager (SCADA Assessment, AMI Grant IVR and CIS RFP, Data Warehouse) . Cityof Wilson, NC (Project Sponsor -AMI Assessment / Procurement) The City of Seal Beach Page 1 21 Education and Certifications BS Journalism and Media Studies Rutgers University (May 2009) BS Environmental Science Rutgers University (May 2009) Certified Project Management Professional (PMP) The Project Management Institute (July 2013) Certified Six Sigma Black Belt (January 2015) Certified Social Media Specialist Louisiana State University (March 2013) Publications • Electric Light 81 Power Magazine • Energy Central • IEEE Smart Grid Newsletter • Metering 8t Smart Energy International ■ Open Journal of Energy Efficiency • Power Grid International Magazine • Smart Grid News • Transmission 8t Distribution World Magazine Speaking Events • American Water Works Association (AWWA) ACE Conference (2018, 201 7) • AWWA Southwest Section Conference (2018) • AWWA's Customer Service/IMTECH Conference (2011) • CARILEC's Human Resource, Corporate Communication 8t Customer Service Conference (2016) • Grid Modernization Forum (2017) . Itron Utility Week (2018) • Sensus Reach Conference (2018, 2017) • Smart Water Summit (2018) ■ Survalent's TechFest (2016) Nicole Griffin '�orkS`" Senior Manager IP, Mrs. Griffin is a Senior Manager for UtiliWorks Consulting, LLC based in Baton Rouge, LA with approximately 10 years of direct utility experience. Nicole specializes in program and project management, stakeholder outreach and education, procurement, assessment) feasibility studies, UtiliWorks Insight' administration and data optimization. Relevant experiences and background include: • Planning and executing water, gas and electric utility technology programs including but not limited to advanced meter infrastructure (AMI), meter data management systems (MDMS) and customer engagement platforms such as web portals and phone applications • Managing project scopes, schedule, budgets and deliverables, to drive projects to completion achieving favorable outcomes • Developing smart grid/ water/ gas assessments and associated business cases with a clear roadmap to achieve anticipated benefits • Administering UtiliWorks Insight, UtiliWorks' analysis and assessment tool • Drafting request for proposal documents and leading technology procurement efforts • Creating stakeholder outreach and educational programs to increase positive engagement with utility providers • Designing and implementing data management programs to assist utilities in fully maximizing and optimizing the use of their data Featured Project References • Alameda Municipal Power (AMI/ MDM) Portal Program Management, Procurement, Assessment) • Sewerage St Water Board of New Orleans (AMI Assessment, Procurement, Billing Review) ■ Las Virgenes Municipal Water District (AMI Program Manager) ■ Fort Worth Water Department (Outreach 8t Education, Business Process, Assessment) • Bermuda Electric and Light Company (Procurement, Outreach 8t Education) • Barbados Light $ Power Company (AMI/ MDM Procurement) • Grand Bahama Power Company (AMI) MDM Procurement) • City of Roseville (Outreach 8t Education) • Chelan County Public Utility District (Outreach 8t Education, UtiliWorks Insight) ■ Loudon Utilities (Outreach 8t Education) • City of Richland (AMI Assessment, UtiliWorks Insight) • Riverside Public Utilities (Outreach 8t Education) • Winston-Salem (outreach 8t Education, AMI Assessment, AMI Procurement) • City of Ruston (Project Management, Outreach 8t Education, Grant Reporting) • Monroe Water Department (AMI Project Management) • Crescenta Valley Water District (RMI Program Manager) • Utility Consumers' Action Network (PUC Testimony) • City of Wilson (Project Management, UtiliWorks Insight) • City of Winnipeg (UtiliWorks Insight, AMI Business Case) • Long Island Power Authority (Renewables Research) • Long Beach Gas and Oil (Outreach 8t Education) . Long Beach Water (UtiliWorks Insight, Outreach 8t Education) ■ Village of Freeport (AMI/ MDM RFP) • City of San Marcos (UtiliWorks Insight, AMI Roadmap) • North Marin Water District (Outreach 8t Education) . City of Santa Rosa (Outreach 8t Education) • Gallatin Public Utilities (Outreach 8t Education) • City of Arlington (Grant Writing) . Albemarle County Service Authority (AMI Feasibility Study) The City of Seal Beach Page 1 22 Bret Vonder Reith Senior Associate Pti • Mr. Vonder Reith brings over 25 years of project management, information systems development and application integration experience for a variety of industries to include Utility customers. Bret's background includes over 20 years as an Information Technology data integration specialist and consultant. Bret is a proven leader, successful at leading complex projects and achieving organizational goals and objectives. Bret is a certified Project Management Professional JPMP) with the Project Management Institute. Education and Certifications Refevant experiences and background include: BA Political Science Claremont McKenna College (May 1980) . Planning and executing water and electric utility AMI implementation plans including but not limited to advanced meter infrastructure (AMI), BA Economics meter data management systems (MDMS) and customer engagement Claremont McKenna College (May 1980) platforms such as web portals and phone applications . Managing project scopes, schedule, budgets and deliverables to drive Certified Project Management projects to completion achieving favorable outcomes Professional (PMP) • ERP Systems Integration The Project Management Institute • Developing water utility assessments and associated business cases with a (May 2014) clear roadmap to achieve anticipated benefits ■ Administering UtiliWorks Insight, UliliWorks' analysis and assessment tool Certified Novell Engineer (CNE) • Drafting request for proposal documents and leading technology (April 1995) procurement efforts . Designing and implementing data management programs to assist utilities in fully maximizing and optimizing the use of their data Completed Oracle Certification: . 8i Architecture and Project References Administration (May 2002) . SQL and PUSQL (April 2002) . North Marin Water District . City of Buena Park (Project (Project Manager) Manager) . City of Santa Rosa (Systems . City of Oceanside (Project Integration SME) Manager) . Chelan County Public Utility . City of Riverside (Project District (Business Case Analyst) Manager) The City of Seal Beach Page 1 23 Previous Experience United States Naval Research Laboratory, MS 2014-2015 Education and Certifications BS, Mechanical Engineering Louisiana State University Jon Mitchell I[, Works Analyst Mr. Mitchell is a UtiliWorks Analyst with an engineering and federal government service background, leveraging his skills and experience to provide UliliWorks' clients with valuable insight. His data interpretation and analytics are particularly beneficial in UtiliWorks' audits, financial modeling, and procurement endeavors. Relevant experiences and background include: . Developing comprehensive financial models analyzing the cost -benefit of the deployment of AMI, MDM, and other related systems . Creating risk registers to assist utilities in avoiding common pitfalls involved with AMI implementation . Developing current state assessments of utility operations . Writing technical and financial summaries and presentation materials for upper -management review . Creating and administrating databases for pricing, field surveys of equipment and conditions, and other high-volume data • Developing system requirements for the p roc u reme n t of AMI and related technology systems • Preparing, publishing, and administrating RFPs based on utility requirements, goals, and objectives . Conducting financial comparisons of competing vendor proposals . Performing analytics on meter population to assist with utility planning, and on AMI data to assist in data utilization optimization ■ Auditing meter reading processes and meter -to -cash billing data Project References . Albemarle County Service Authority (Assess rnent)Feasibility Study, AMI Business Case, Risk Assessment) . Brownsville Public Utilities Board (Engineer's Estimate) . Crescenta Valley Water District (Assessment/ Feasibility Study, AMI Business Case) City of Lawrence Municipal Services and Operations (AMl/Installation Procurement) Long Beach Gas 81 Oil (Data Analysis) Long Beach Water Department (AMI Business Case; Installation Procurement) City of Mesa (Assessment/ Feasibility Study, AMI Business Case) . Sewage and Water Board of New Orleans (Assessment/ Feasibility Study; Meter Reading Audit; Billing Audit) . City of Oceanside (AMI Business Case) . City of Palo Alto Utilities (AMI Business Case, Risk Assessment) . City of Richland (AMI /MDM/ I ns la l l a tion Procurement) . Riverside Public Utilities (AMI Business Case; Proof of Concept Developmen t) ■ City of Topeka (MUM Procurement) . WaterOne (AMI/MDM/Installation Procurement) The City of Seal Beach Page 1 24 Education and Certifications BS Electrical Engineering Kansas State University (1986) Dan Rankin Senior Associate Mr. Rankin is an Electrical Engineer and experienced utility manager with 19 years leading Water, Wastewater and Stormwater Utility Operation and Maintenance, Capital Programs and Customer Service Operations. He is an innovative big picture thinker with strong analytical reporting skills. He developed utility business plans for reduced costs, improved services, and sustainable asset replacement that was tied to financial capacity. Relevant experiences and background include: ■ Serving as a water subject matter expert for multiple advanced meter infrastructure (AMI) assessments • Planning and executing technology programs related to AMI and meter data management systems (MOMS) that meet water utility goals and objectives • Matching advanced reporting capability to meet utility goals and objectives, while preparing analytical reports for AMI related projects for water and electric utilities • Developing and accessing responses to request for proposal (RFP) documents and technology procurement efforts especially in analytical reporting and business intelligence • Producing utility billing system data visualization reporting tools to facilitate on -demand charts and graphs of utility customer billing information ■ Creating utility billing data discovery and audit toots for utility revenue enhancement Successfully obtaining modest multi-year utility rate increases • Establishing project tracking tools for complex, multi -discipline, multi - project tracking • Developing wastewater combined sewer overflow plan that minimizes regulatory exposure Successfully addressing community red water issues resulting in drastic reductions of customer complaints ■ Creating an asset management strategy for complete life cycle planning of water, wastewater, storm water and levee utility infrastructure • Directing major rehabilitations of water and wastewater plants Project Reference • Winston Salem, NC (Water Business Intelligence Reporting) • Long Beach Water Department, CA (Water AMI Assessment, Business Intelligence Reporting) • Long Beach Gas fl Oil Department, CA (Developing cost allocation model to access charges to multiple AMI / MOMS users) • Alameda County Water District, CA (AMI Assessment and Evaluation of existing AMI) ■ Chelan County Public Utility District, WA (Assessment Evaluation) ■ WaterOne, KS (Water RFP Development and Vendor Assessment) • Mesa, AZ (Water, Gas, Electric AMI Assessment) ■ Palo Alto Utilities Department, CA (Water, Gas, Electric AMI Assessment) Oceanside Water Utilities Department, CA (Water AMI Assessment) New Orleans Sewerage and Water Board, LA (Water system Assessment) Fort Worth Water Department (Business Processes Assessment) The City of Seal Beach Page 1 25 Dylan Kelly Field Specialistti Works Mr. Kelly brings over 7 years of supervision and installation experience for Utility customers. Mr. Kelly's background includes 6 years as an installation contractor and i year as a Field Supervisor in the Ami /AMR field for water. electric, and gas utilities. Mr. Kelly is a proven leader, successful at motivating fellow associates and implementing program; that exceed Education customer expectations. Mr. Kelly is based out of Lake Elsinore. CA Relevant experiences and background include. Cerdfleadon water, gas and electric utility technology programs including but not limited to advanced meter infrastructure (AMli. mew data management systems JtADMS) and customer engagement platforms such m web portal• and phone applications • inventory Control • Ability to instate program gas, water & electric meter • Perform meter installation quality assurance (QA1 • Installation experience with AMI collector and repeaters to ensure a robust network • Perform gas service rebuilds from the shutoff to the inlet of the house Prp}ert Refwrenri-, Alameda Municipal Power IAMI I MDM: Portal Program Management, FLIT Deployment Oversighu Buena Park (Communication install oversight, Full Deployment oversightl Loudon Utility Board 10versight of PCC phase, Communication install oversigfit, Full Deployment oversightl • Long Beach Gas and Oil (Full Deployment oversight • Long Beach water (Utihworks Insightl • iJorth Mann water District (Communication Install overslghtl • City of Santa Rosa IFult Deployment oversightl The City of Seal Beach Page 1 26 A� " CERTIFICATE OF LIABILITY INSURANCE DATE (M 05/100/2019/2019Yv) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marilyn Hagler The Juban Insurance Group LLC o Extl: (225) 291-0405 FA c No): (225) 291-0420 AIC No. 4319 Bluebonnet BlvdE-MAIL marilyn@ubaninsurance.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC 0 Baton Rouge LA 70809 INSURERA: Certain Und @ Lloyds of London AA -1122000 INSURED INSURER B: Travelers Indemity CO of CT 25682 Utiliworks Consulting, LLC; Utiliworks, LLC INSURER C : 2351 Energy Drive, Ste. 1010 INSURER D: INSURER E: Baton Rouge LA 70808 INSURER F: COVERAGES CERTIFICATE NUMBER: 18/19-2 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM DIU EFF POLICY (MMIDDNYYEXP LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE OCCUR PREMISES Ea occurrence)$ 250,000 MED EXP (Any one person) $ 5,000 PERSONAL&ADV INJURY $ 2,000,000 A PSH05720413 08/06/2018 08/06/2019 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY 0PRO JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 Employee Benefits s 2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANYAUTO A OWNED SCHEDULED AUTOS ONLY AUTOS PSH05720413 08/06/2018 08/06/2019 BODILY INJURY (Per accident) $ X HIREDX NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident Hired And Non -Owned $ 1,000,000 UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED9 (Mandatory in NH) N/A UB -6J384926-18 10/01/2018 10/01/2019 X SPER TATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1 ,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 A Professional Liability Errors & Ommissions PSH05720413 08/06/2018 08/06/2019 Each & Every Claim $2,000,000 Aggregate $2,000,000 Deductible $5,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Cyber/Technology Liability $2,000,000 Each Claim $2,000,000 Aggregate. Applicable to Certificate Holder: Blanket Additional Insured, Primary Non -Contributory basis, 30 days notice of cancellation (10 days for non-payment) and Wavier of Subrogation included in the General Liability General Condition wording, if required by written contract. Blanket Waiver of Subrogation in favor of certificate holder when required by written agreement with respects to Workers Compensation. CERTIFICATE HOLDER CANCFLLATIC)N ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach, The City, its directors, officials, officers, ACCORDANCE WITH THE POLICY PROVISIONS. employees, agent & volunteers AUTHORIZED REPRESENTATIVE 211- 8th Street Seal Beach CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 26 c. any other low, regulation or statute relating to unsolicited communication, distribution, sending or transmitting of any communication via telephone or• any other electronic or telecommunications device. However, this Exclusion will not apply to INSURING CLAUSE 2 (SECTION A only). 67. Vacant premises in respect of INSURING CLAUSES 4 and 5, resulting from premises left vacant for more than 60 consecutive days. 68. War arising directly or indirectly out of: a. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), civil war, rebellion, insurrection, civil commotion assuming the proportions of or mounting to on uprising, military or usurped power; or b. any action taken in controlling, preventing, suppressing or in any way relating to o. above. 69. Willful or dishonest acts of senior executive officers arising directly or indirectly out of any willful, criminal, malicious or dishonest act, error or omission by a senior executive officer as determined by final adjudication, arbitral tribunal or written admission. 1. What you must do in the event of a claim or cyber incident If any senior executive officer becomes aware of any incident which may reasonably be expected to give rise to a claim under this Policy you must: a. notify the claims managers (in respect of cyber incidents, a telephone call to our cyber incident response line will constitute notification) as soon as is reasonably practicable and follow their directions. However, in respect of INSURING CLAUSES 1 and 3 (SECTION F only) this notification must be made no later than the end of any applicable extended reporting period; and b. not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not be unreasonably withheld). If you discover a cyber event you may only incur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld). 2. Additional insureds We will indemnify any third party as an additional insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a claim arising solely out of an act committed by you, provided that: CFC UrdenwiIing brniled is Aulhoiized rind Regulu:ed by the Firm claI Cc) nducI Aull ori ly i> 1999-2018 CFC Undwwriling tld, All Righl, RevervwJ Prnfm��;ions (16) v3.0 I e a. you contracted in writing to indemnify the third party for the claim prior to it first being made against them; and b. had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured they must: a. prove to us that the claim arose solely out of on act committed by you; and b. fully comply with CONDITION 1 as if they were you. 27 Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and non-contributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this. Where a third party is treated as an additional insured as o result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured. 3. Agreement to pay claims (duty to defend) We have the right and duty to take control of and conduct in your name the investigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy. You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defense. We will endeavor to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability. We will not settle any claim without your consent. If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you. As a consequence of your refusal, our liability for the claim will not be more than the amount for which the claim could have been settled had you consented, plus any costs and expenses incurred prior to the dote of your refusal. 4. Calculation of business interruption losses In respect of INSURING CLAUSES 2 (SECTION F only) and 5, in the event of a claim for any financial loss sustained by you, you must provide the claims managers with your calculation of the financial loss including. a, how the loss has been calculated and what assumptions have been made; and b. supporting documents including account statements, sales projections and invoices. If we are unable to agree with your calculation of the financial loss, we will appoint an independent expert agreed between you and us which will be paid for by us. If an independent expert cannot be agreed upon, one will be appointed by an arbitrator mutually agreed between you and us whose decision will be final and binding. Once an independent expert has been appointed, their calculation of any financial loss sustained by you will be final and binding. CF(, UrirkivmIiry tuniled i•. AuIh,—zed and Reguby !I h.- F�nanciol Conduct A ,only 19992018 C FC Uwj moiling Ltd, All Riyl,l� Reserved I'Yutusr;lnn'� (11S) V:1.O 30 If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of the company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary for a period of 45 days. We will consider providing cover for the acquired entity after the period of 45 days if: a. you give us full details of the entity within 45 days of its acquisition; and b. you accept any amendment to the terms and conditions of this Policy or agree to pay any additional premium required by us. In the event you do not comply with a, or b. above, cover will automatically terminate for the entity 45 days after the date of its acquisition. Cover for any acquired entity is only provided under this Policy for any act, error or omission committed on or after the date of its acquisition. No cover will be automatically provided under this Policy for any acquired entity: a. whose business activities are materially different from your business activities; b. that has been the subject of any lawsuit, disciplinary action or regulatory investigation in the 3 year period prior to its acquisition; or c. that hos experienced a cyber event in the 3 year period prior to its acquisition, if the cyber event cost more than the highest deductible of this Policy. If during the period of the policy you consolidate, merge with or are acquired by another entity then all coverage under this Policy will terminate at the date of the consolidation, merger or acquisition unless we have issued an endorsement extending coverage, and you have agreed to any additional premium and terms of coverage required by us. 15. Our rights of recovery If we make any payment under this Policy then you must maintain all of your rights of recovery in respect of this payment against any third party and make these available to us where possible. We will not exercise any rights of recovery against employees or the estates, heirs, legal representatives or assigns of any employee in the event of their death, incapacity, insolvency or bankruptcy unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by you. Any recoveries will be applied in proportion to the amounts paid by you and us in relation to the claim under this Policy. 16. Waiver of subrogation Notwithstanding CONDITION 15, we agree to waive our rights of recoveiy against any third party if, prior to the claim or incident which you reasonably expected to give rise to a claim, you entered into a contract that contains a provision requiring you to do this. CFC Undenvntinq tlrNled r. Aulhoiized and Requlaled by IhP Finan,:J Conducl Authority 'i; 1999-201 F; CFC Undanvriting Lid, All (iotossinns (ITS) v3.0