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HomeMy WebLinkAboutAgenda Report - June 3, 2020 H-01AGENDA ITEM H-l Crrv on Lour C ouNcrr, C onnr,ruNICATIoN TM AGENDA TITLE: MEETING DATE: PREPARED BY: Adopt Resolution 1) Authorizing City Manager to Amend Customer Assistance & Relief Energy (CARE) Package Program lncreasing Benefits by $249,000; 2) Authorizing City Manager to Amend Existing CARE Program Third-Party Administrator Contract Limits and Existing Energy Efficiency Services Professional Services Agreement to lnclude CARE Program Application Services in Amount NotTo-Exceed $102,000 Collectively; and 3) Authorizing Necessary Appropriations and Carry Fonruard into Fiscal Year 2020121 June 3, 2020 Business Development Manager RECOMMENDED ACTION: Adopt resolution 1) authorizing the City Manager to amend Customer Assistance & Relief Energy (CARE) package program increasing benefits by $249,000; 2) authorizing the City Manager to amend the CARE Program Third-Party Administrator contract limits and existing Energy Efficiency Services professional services ageement to include CARE Program application services in an amount not-to-exceed $102,000 collectively; and 3) authorizing the necessary appropriations and carry forurrard into Fiscal Year 2020121. BACKGROUND INFORMATION: Since 2004, the Customer Assistance & Relief Energy (CARE) Package Program has been assisting low income individuals and families pay electric bills when an unmanageable hardship occurs impairing a customer's ability to pay the amount due through one-time payment assistance in the amount of $1 10, available once every six months. The funding source for this assistance is the Electric Utility's Public Benefits Fund. The Salvation Army and Community Partnership for Families serve as third party administrators of this program under contract with the utility. Since July 2018, 121 payments have been applied, including 70 applications approved this fiscal year, totaling approximately $12K in financial assistance. Approximately 75 percent of the total payments were for the maximum payment of $1 10 with the remaining 25 percent below $1 10. The third party administrator fee per application is $45; administrative fees paid total 95,490. Using a third party administrator eliminates the need for City Finance staff resources that would othenruise be needed to screen and process applications. City Council has expressed a desire to provide additional assistance, beyond the recently approved one- time billcredit, to low-income and fixed income customers impacted by COVID-19. As such, staff proposes various short{erm amendments. For the period effective immediately upon City Council approval through August 31,2020: n t\APPROVED Manager Adopt Resolution 1) Authorizing City Manager to Amend Customer Assistance & Relief Energy (CARE) Package Program lncreasing Benefits by $249,000; 2) Authorizing City Manager to Amend Existing GARE Program Third-Party Administrator Contract Limits and Existing Energy Efficiency Services Professional Services Agreement to lnclude CARE Program Application Services in Amount Not-To-Exceed $102,000 Collectively; and 3) Authorizing Necessary Appropriations and Carry Forward into Fiscal Year 2020121 June 3, 2020 1. Expand eligibility for customers who currently qualify to receive the City's SHARE Program discount (low-income) and fixed income discount who demonstrate a need and/or hardship. Currently, approximately 2,260 customers receive the low-income and fixed income discount.2. Expand eligibility such that a customer in need is eligible for an additional $1 10 one-time bill payment even if the customer received a one-time payment under CARE eligibility criteria within the past 6 months. 3. Remove the requirement the customer present in person appropr¡ate documentation to qualiñ/ for payment ass¡stance and allow customers to provide information via US Mail and/or electronically as many at-risk customers may be unable or unwilling to travel away from their residence.4. Remove the requirement the customer must present a receipt from the Finance Department showing the water, wastewater, and refuse (solid waste) charges paid. 5. Allow third party administrators to accept proof of hardship as it relates to COVID-19 in the form of unemployment verification, layoff notice, furlough notice, or related documents. The City's Business Development Manager will work with the third party administrators to determine appropriate documentation as it relates to the specified hardship and/or change in circumstance.6. Processing of these additional applications will be first come, first served up to a maximum total of $351,000 in total assistance, including third party administrator costs. With the exception of those noted above, all other program requirements remain the same The current third-party administrator contracts with the Salvation Army and Community Partnership for Families are limited to $10,000 each for payment of the administration fee of $45 per application. Should applications increase in number equal to the number of customers who receive the low-income and fixed income discount, the administrative fees will total approximately $102,000. Since there is no way to ascertain the exact amount needed for each existing contract, staff recommends the City Manager be given the authority to increase the current not-to-exceed contract amounts to the maximum amount of $ 1 02,000, collectively. ln anticipation of a high number of applications by email, staff recommends an additional third-party administrator to assist in processing CARE applications. Efficiency Services Group (ESG), the City's current provider of energy efficiency services to residential and business customers is equipped to provide this additional service. Consequently, staff seeks authorization from City Council to expand ESG's scope of service to include processing CARE applications. FISCAL IMPACT The additional assistance will be capped at $351,000. This assumes every current eligible low-income and fixed-income customer would apply for the additional assistance described above. FUNDING AVAILABLE: Public Benefits Fund Account 50465300.72450 and 50465300.72921. An appropriation in the amount of $351,000 is requested from the 504 Fund Balance to 50465300.72450 ($102,000) and 50465300.72921 ($249,000) It is requested that any unused funds at the end of Fiscal Year 2019120 be carried forward into FiscalYear2o2ot21' Andrew Keys Andrew Keys De City Manager/lnternal Services Director City Manager H tRESOLUTION NO. 2020. A RESOLUTION OF ÏHE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO AMEND CUSTOMER ASSISTANCE & RELIEF ENERGY (CARE) PACKAGE PROGRAM TNCREASTNG BENEFTTS BY $249,000; AUTHORIZING THE CITY MANAGER TO EXECUTE THREE AMENDMENTS TO THE PROFESSIONAL SERVICES AGREEMENTS WITH EFFICIENCY SERVICES GROUP. LLC. THE SALVATION ARMY, AND COMMUNITY PARTNERSHIP FOR FAMILIES OF SAN JOAQUIN, AMENDING EXISTING CARE PROGRAM THIRD- PARTY ADMINISTRATOR CONTRACT LIMITS ANÐ EXISTING ENERry TO INCLUDE CARE PROGRAM APPLICATION SERVICES IN AMOUNÏ NOT TO EXCEED $102,000 COLLECTIVELY; AND AUTHORIZING NECESSARY APPROPRIATIONS AND CARRY FORWARD INTO FISCAL YEAR 2O2OI21 WHEREAS, the Customer Assistance & Relief Energy (CARE) Package program is designed to provide emergency payment assistance to Lodi individuals and families who fall at or below 60 percent of State median income thresholds and who experience hardship preventing payment of their electric bill; and WHEREAS, since 2004, the CARE program eligibility requirements stipulated the customer must not have received assistance through the CARE program more than once in the previous six months, must present in person appropriate documentation to qualify for payment assistance, and present a receipt of the Finance Department demonstrating water, wastewater, and refuse (solid waste) charges have been paid; and WHEREAS, effective immediately upon City Council approval through August 31, 2020, the City of Lodi seeks to expand eligibility for CARE assistance to Electric Utility customers who currently qualify to receive the City's SHARE Program discount (low-income) and fixed income discount who demonstrate a need and/or hardship; and WHEREAS, for the period stated above, Lodi seeks to facilitate greater participation in the CARE Package Program by allowing the customer to be eligible for an additional $110 one- time bill payment even if the customer had previously received a one-time payment under CARE within the past six months; and WHEREAS, for the period stated above, the City will remove the requirement of applying for assistance in person allowing for email, regular mail, and a drop box provided by the third-party administrator to be the method of application; and WHEREAS, for the period stated above, the City will remove the requirement of a receipt from the Finance Department demonstrating water, wastewater, and refuse (solid waste) charges have been paid; and WHEREAS, processing of the additional CARE applications will be first come, first served up to a maximum total of $351,000 in total assistance, including third party administrator costs; and WHEREAS, all other program requirements remain the same; and WHEREAS, the current third-party administrator contracts with the Salvation Army and Community Partnership for Families are limited to $10,000 each for payment of the administration fees per application; and WHEREAS, staff recommends authorizing an additional third-party administrator to assist in the application process under the amended CARE assistance program in anticipation of a significant number of applications; and WHEREAS, the additional third-party administrator is Efficiency Services Group, the City's existing energy efficiency consultant and efficiency services provider; and WHEREAS, should the applications increase in number equal to the number of customers who currently receive the City's low-income and fixed income discount, administrative fees could collectively reach $102,000; and WHEREAS, for the three-month period stated above, staff recommends the City Manager be authorized to increase CARE Program third-party administrator contracts in an amount not to exceed $102,000, collectively; and WHEREAS, staff recommends the City Council appropriate funds in the amount of $351,000 from the Public Benefits Fund Balance (Fund 504) to account 50465300.72450 in the amount of $102,000 and to account 50465300.72921 in the amount of $249,000 and that any unused funds at the end of Fiscal Year 2019120 be carried fonruard into Fiscal Year 2020121. NOW, THEREFORE, BE lT RESOLVED, the Lodi City Council does hereby authorize the City Manager to temporarily amend the Customer Assistance & Relief Energy (CARE) Package Program increasing benefits by $249,000 as set forth above; and BE lT FURTHER RESOLVED that the Lodi City Council herebv authorizes the City Manager to execute three Amendments to the Professional Services Aqreements with Efficiencv Services Group, LLC to. The Salvation Armv, and Communitv Partnership for Families of San Joaquin, to expand the scope of the existing contracts @ €+eupto include third-party processing of CARE applications; and BE lT FURTHER RESOLVED that the Lodi City Council authorizes the City Manager to increase CARE Program third-party administrator contracts in an amount not to exceed $1 02,000, collectively; and BE lT FURTHER RESOLVED that the Lodi City Council does hereby authorize an appropriation in the amount of $351,000 for increased costs associated with temporarily amending the CARE Program as set forth above and a carry fonrvard of any unused funds into Fiscal Year 2020121. Dated: June 3,2020 I hereby certify that Resolution No. 2020-- was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 3,2Q20 by the following votes: AYES: NOES: ABSENT: ABSTAIN COUNCIL MEMBERS - COUNCIL MEMBERS - COUNCIL MEMBERS - COUNCIL MEMBERS - PAMELA M. FARRIS Assistant City Clerk 2020- AMENDMENT NO. 1 EFFICIENCY SERVICES GROUP AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT, is made and entered this _ day of 2Q20, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY'), and EFFICIENCY SERVICES GROUP, LLC, a Oregon limited liability company (hereinafter "CONTRACTOR'). WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement on June 13,2019, (the "Agreement"), attached hereto as Exhibit 1 and made a part hereof; and 2. WHEREAS, Contractorwas retained by the City to provide 1) energy efficiency program design, 2) residential, commercial and industrial program administration and field services, 3) residential direct install and snapshot audit program, and 4) marketing support; and 3. WHEREAS, CONTRACTOR and CITY now desire to amend the Agreement to add to the Contractor's scope of services to serve as a third-party administrator of the Customer Assistance & Relief Energy (CARE) Package program effective immediately upon City Council approval through August 31,2020', and 4. WHEREAS, CITY requires these additional services to assist in the application process under the amended CARE assistance program in anticipation of a significant number of applications; and 5. WHEREAS, CONTRACTOR has developed an electronic application process and agrees to provide application processing services in accordance with the program requirements which have been provided to the CONTRACTOR for a fee of $45 per application; and 6. WHEREAS, the CITY desires to amend the contract amount with CONTRACTOR by $45 per application which may extend beyond the August 31, 2020 temporary program termination date to allow CONTRACTOR sufficient time for reporting and invoicing to the CITY; and 7. WHEREAS, by approval of Resolution No. 2020-xxx, Lodi City Council has authorized the City Manager to increase CARE Program third-party administrator contract limits by an indefinite amount each, however, collectively, not-to-exceed $102,000 for applications processed effective immediately upon approval of Resolution No. 2020-xxx by City Council until August 31,2020. NOW, THEREFORE, the parties agree to amend the Agreement's scope of services to provide temporary application processing services related to the extension of the CARE Program at a compensation rate of $45 per application, and increase the contract limit by an indefinite amount for each third-party administrator, however, collectively, not-to-exceed $102,000 for applications processed effective immediately upon approval of Resolution No. 2020-xxx by City Council until August 31,2020. lN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 1 on the date and year first above written. CITY OF LODI, a municipalcorporation EFFICIENCY SERVICES GROUP, LLC. an Oregon limited liability company STEPHEN SCHWABAUER City Manager Attest: MARK GOSVENER Chief Operating Officer Approved as to Form: PAMELA M. FARRIS City Clerk JANICE D. MAGDICH City Attorney Section l.l Parties THIS AGREEMENT is entered into on EXHIBIT L AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE I PARTIES AND PURPOSE 5ir-,r-, \3 .2019 , by and between the CITY OF LODI, a municipal corporation (hereinafter "C|TY"), and Effïciency Services Group, LLG a Oregon limited liability company (hereinafter "CONTRACTOR'). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhlbit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for l) energy efficiency program design, 2) residential, commercial and industrial program administration and field seruices, 3) residential direct install and snapshot audit program, and 4) marketing support (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTIGLE 2 SCOPE OF SERVICES Section 2.1 Seope of $ervices CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Gompletion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from GITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be a I counÈd against CONTRACTOR's contract performance period, Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all effoñs to review and return all comments. Section 2.3 Meetlnos CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffinq CONTRACTOR acknowledges that C¡TY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless GITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against GITY under this Agreement. Section2.S Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any suþcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on July 1,20'19 and terminates upon the completion of the Scope of Services or on June 30,2021, whichever occurs first. 2 Section 2.7 Option to Extend Term of Aqreement At its option, City may extend the terms of this Agreement for an additional one (1) one (1)-year extension; provided, City gives Contractor no less than thirty (30) days written notice of its intent prior to expiration of the existing term. ln the event City exercises any option under this paragraph, all other terms and conditions of this Agreement continue and remain in fullforce and effect. The total duration of this Agreement, including the exercise of any option under this paragraph, shall not exceed three (3) years. ARTICLE 3 COMPENSATION Section3.l Gompeneatlon CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additionalwork is approved in advance and in writing by CITY. Section 3.2 Method of Pavment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for allwork under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Audltinq CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for seruices under this Agreement, Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. 3 CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement, ARTICLE 4 M|SGELLANEOUS PROV¡SIONS Section4.l Nondiscrimination ln performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Oompllance ln performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 lndomnlflcatlon and Responsibilltv for Damaqe CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTMCTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the Gity of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. lf CITY chooses at 4 its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. Section 4.4 No Personal Llaþilitv Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. Section 4.5 Resoonslbllltv of GITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 lnsurance Reouirements for GONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverege as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Aeslons CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY, Section 4.8 llotices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: 5 To CITY:City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Astrida Trupovnieks, Business Development Manager To CONTRACTOR Efficiency Services Group, LLC 5606 NE Elam Young Parkway Hillsboro, OR 97124 Attn: Mark Gosvener, Chief Operating Officer Section 4.9 Cooperatlon of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Sectlon 4.10 CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.ll Termination CITY mey terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed, Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall essume no liability for costs, expenses or lost profits resulting from seruices not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Gonfidentialitv CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or 6 "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Appllqable Law. Jurisdlction. Severabilitv. and Attornev's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. lf any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. ln the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin Gounty Superior Court. Section 4.l4 CONTRACTOR acknowledges that Lodi Municipal Code Section 3,01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to pedorming any work hereunder. Section 4.15 Captlons The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.f 6 lnteE¡atlEn and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein, No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Sectlon 4.17 Gontract Terms Prevall All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. 7 Sectlon 4.18 Severabllltv The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownershlp of'Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTMCTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Section 4.20 Authoritv The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Fqndlno Gonditions n lf the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. ln the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. I lN WTNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above wrltten. CITY OF LODI, a municipalcorporation ATTEST: J M.oLo STEPHEN City Clerk City Manager APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney EFFICIENCY SERVICES GROUP, LLC a Oregon limited liabllity company By: Mark Gosvener Title: Chief Operating Officer Attachments: Exhlblt A - Scope of Servlces ExhibltB-FeeProposal Exhlblt C - lnsurance Requlrements Exhlblt D - Federal Translt Fundlng Gonditions (lf appllcable) Fundlng Source:504q10ou3e20 (Busineòs Unit & Account No.) Doc lD: CA¡Rev.01.2015 9 EFFICIENCY SERVICES Group EXHIBIT A SCOPE OF WORK This Scope of Work (SOW) includes the following programs: ¡ New Energy Program Design r Residentlal, Commercial and lndustr¡al Program Administratlon and Field Serviceso Residential Direct Install and Snapshot Audit Programe Marketing Support Term The term for this SOW is July 1, 2019 through June 30,2021, with a one-year option for renewal. Annual Budget The budget for programs and services under this SOW for the two-year term is not to exceed 5458,600. LEU may allocate the budget across any or all programs and seruices listed in this SOW. This provides LEU with the flexibilíty to prioritize programs and services across customer market sectors as information is gained and as conditions may change, ensure that programs and services are available to all customers, including hard-to-reach customers, and achieve AB202t State energy efficiency goals. Energy Programs Administrat¡on Efficiency Services group has operated as LEU's Energy Efficiency (EE) Public Benefit Fund Program administrator since 2014, During that time, the program has delivered $2.8 million in rebates to 1,108 residential customers and 134 businesses in Lodi. The program has provided over 14 million kilowatt hours of energy savings. That is enough to power over two thousand homes in California for a year. ln addition to contínuing to provide EE program administration, ESG will develop, implement and administer an Electric Vehicle Program that w¡ll be funded in part by the State's Low Carbon Fuel Standards (LCFS) program and greenhouse gas funding. lnitial EV Program Design and Setup {New and One-Time Only} ESG will perform the following one-time services: ¡ Review potential program offerings with LEU to determine goals and objectives of the EV program o Determine which measures will qualify for the proBram; i.e. EVs, residential and work place chargers, dedicated EV meters, etc. o Establish program specifications and requirements ¡ Add program measures and details to ESG's database o Create rebate application forms o Meet with LEU and the City building department staff to establish efficient program protocols o Reach out to local car dealerships and local contractors to inform them about the program íncentives and rebate application processes o Develop/identifu program marketing materials to include program brochure, links to industry resources and content for socíal media and utility website I offlce Support (Ongoingl r Maintain program hotline to address customer/contractor inquiries regarding Lodi's EE and E V programs; the hotline will be staffed 8:00 am - 5:00 pm, Monday through Friday (except for major holidays) . Manage residential, commercial and industrial EE and EV rebate programs, including review of all customer/contractor rebate applications and project documentation to ensure compliance with LEU program specifications and requirements r Enter all customer rebates and project details into database o Provide Lodi with monthly activity reports which include: - Program Summary and Number of Customers (current month, YTD, Program to Date) - Measure Summary (current month) - Customer/Measure Detail (current month) - Customer Rebates (current month) o ,Maintain all customer/contractor applications and required project documentation for EM&V and other compliance requirements in accordance with City policy. Data will be kept electronically. Fleld Support (Ongolngl ¡ Provide all aspects of field support (audits/inspections) required to ensure LEUs energy programs are in compliance with requirementso Provide basic technical guidance and assistance to customers and contractors partÍcipating in LEU's programs o Maintain all field records and required project documentation in accordance with City policy. Data will be kept electronically.o Conduct on-site energy evaluation assistance (if needed) for LEU's larger customers to help determine potential energy efficiency projects and eligibility for participat¡on ¡n LEU's rebate programs r Perform residential customer site visits within Lodi service territory as requested to address the specific needs of customers regarding the management of the¡r energy use. This may include customer inquiries regarding unusually high energy use and evaluations for potential participat¡on in Lodi's energy programs. Requests for field visits will be scheduled in a way that provides timely response to customer/contractor requests, while maximizing the use of the Field Specialist's time. A Field Specialist will be available each month. Field support will be performed by knowledgeable, experienced Field Specialists. The City reserves the right to modify this practice based upon customer response and ease of administration. Any modifícation will be communicated in writing from the City to ESG. Reportlng ESG will complete and submit annual EE reports in compliance with 581037 requirements on behalf of LEU. ESG will complete quarterly reports for the California Air Resources Board (CARB) Low Carbon Fuel Standard (LCFS) program. ESG can assist with other reportíng as requested. Third-Pa rty Contractor Oversight lf LEU contracts with another entíty to provide energy efficiency services ¡n the City, ESG will provide oversight of the contractors, including:¡ Review of contractor's deliverables/responsibilities¡ Review of contractor's project documentation/reports submitted to LEU to ensure that work is complete, accurate and compliant with program requirements¡ Coordinate with contractors and LEU's PB manager to resolve any quest¡ons or issues that arise Coordination with LEU ESG's Program Manager will meet monthly with LEU's PB Manager to report on program activity and address any questions or issues, as well as discuss future program developments. 2 Budget and Goal Tracking ESG will track and report PB expenditures to LEU in order to assure that sector budgets are not exceeded, as well as track and report energy savings acquired and progress towards LEU's AB2021goals. NCPA Representation ESG has been reglrlarly attending NCPA Demand Management Work Group meetings on behalf of our NCPA client utilities for over ten years. ESG staff, NCPA staff and other NCPA members are well known to each other. ESG will represent Lodi at the monthly NCPA Work Group meetings, as well as respond to inquiries from NCPA regarding Lodi's EE and Renewable programs. Data Management ESG mainta¡ns a database that is used to process rebates as well as report EE and Renewable program activity for all our client utílities. LEU can opt to use ESG's database at no additional charge. ESG's database functions very well in capturing, managing and reporting program activity in order to respond to CEC and utility budgeting/reporting needs. Legislative Requirements ESG stays current on existing and proposed legislation regarding PB fundlng, energy efficiency, and renewable proBrams in order to assure that LEU remains in compliance with requirements. ESG also stays current on the CEC's reporting requirements, as well as any changes to reporting tools. ESG will provide LEU with all data and draft narratives required to meet legislative/CEC reporting requirements for EE and Electrification programs. Energy Engineerlng Servlces lf ESG or the City deem it necessary to use technical specialists (engineering staff) for large commercial or industrial customers, fees for these services will be in addítion to the standard fees listed above. ESG will obtain the City's written approval prior to work beginning and the associated fees will be billed separately from the standard fees on ESG's monthly invoice, ESG Office Locatlons ESG is headquartered in Hillsboro, Oregon, and maintains a California satellite office in 5an Francisco. ESG staff maintain a presence in LEU's service area that allows them to address customer needs in a timely manner. lmplementatlon Timeline ESG can continue delivery of these program services immediately upon execution of an Agreement with LEU. Pricing Electric Vehicle lnitial Program Design and Setup (One-Time Only) - ESG will bill a one-time program start-up fee of 55,000 for the services listed under this section of th¡s SOW. Monthly fee for Energy Program Administration is 57,525. This includes up to three days per month in Lodi by an ESG Field Specialist providing auditing, inspecting and high bill inquiry support services. Travel expenses are separate, and described below. lf the City requests ESG's presence in the City's service territory, or if ESG's Field Specialist is required for more than three days per month, ESG will bill 5800 per addit¡onal day spent in the field. Travelfield expenses for NCPA Work Group attendance and field services in Lodi will be invoiced in addition to the Program Administration fee, will not be marked up, and will not exceed SZSO per month, The estimated annual budget allocation for program administration and field servíces is 590,300 for year one and $gO,gOO for year two. The estimated one-time budget allocation for new program design is $5,000. J Residential Snapshot Auditing and Direct lnstall ESG has provided the Residential Snapshot Audit and Direct lnstall for LEU since 2015. To date, the program has served 956 LEU customers. This program is proactive and cost-effectively serves many customers in a short period of time. lt also is a great resource for renters and customers with fixed or limited income who are unable to participate in the standard rebate program due to financial restraints or the inability to make permanent changes to a rental property. ESG wíll work with Lodi to determine how this program can best meet the needs of Lodi by providing instant energy and water savings and a positive experience for residential customers. ESG will provide the following services: o Coordinate with Lodi to sign customers up for the program o Direct installation of selected measures in eligible home o Field collection of customer and site data ¡ Email snapshot audit report to Lodi ¡ Deliver marketing, educational, and customer relations collateralto explain benefits and applications of installed measures, promote other utility programs, and strengthen relationships with customers; development of new collateral materials to be at additional cost, with prior approval by Lodi . Supply all product, materials and labor associated with the installation of measures o Warranty fulfillment for all products installed for a period of two years . Report customer, site and measure installation to Lodi in a flexible format (CSV), including summary reports of snapshot audit findings r Complete program administration, including customer hotline, invoicing, reporting, inventory management and compliance Lodi will be asked to provide the following: o Coordinate with ESG to sÍgn customers up for the program ¡ Review and approval of marketing and customer relation materialso Provide a utility-endorsed letter on Lodi letterhead explaining the program that ESG's Energy Efficiency Advisors (EEAs) can present to customers when visiting their homes o Provide vehicle magnets with Lodi logo so EEAs are clearly identified with the Lodi Dl and Snapshot Audit Program ¡ Provide identification badges issued by the City of Lodi ¡ Provide shirts for Field Technician with LEU logo Customer Eligibillty The program wíll be open to all Lodi residential customers. Lodi Customer Service Representatives can refer customers to the program. Customers may also emaíl or call to sign up for the program, or ESG may approach customers directly. ESG will coordinate with Lodi to finalize a strategy to approach customers and generate sign- ups for the program. Electronic Data Collection EEAs utilize a tablet application to electronically capture all snapshot audit and direct install data in the field. The application is a data management system that is linked to a web-based database. The system creates a PDF report of each customer served and emails a copy of the report to Lodi and ESG. All data is uploaded to an online database which allows ESG to prepare activity reports, provide Lodi with aggregate and detailed snapshot audit data, invoicing, and inventory management. 4 Direct lnstall Measures (DlMs| ESG will work with Lodi to finalize the DlMs and quantities to be offered to residential customers through this program. ESG recommends íncluding the following DlMs: o Screw-ln LEDs ¡ High Performance Showerheads . Faucet Aerators (1 gpm Bath and 1.5 gpm Kitchen Swivel) o Thermostatic Shower Valves ¡ Advanced lnfrared Smart Power Strips ¡ Personal Computer Power Strip ESG will make product recommendations to Lodi based on field installation experience and customer satisfaction feedback. ln addition to the DlMs, EEAs take the opportunity while in the customer home to promote Lodi Electric Utility's energy efficienry rebate programs as well as other related programs that could benefit the customer. Residential Snapshot Audits While in the customer home installing DlMs, ESG will acquire the following customer demographic and site/equipment data: o Customer name and contact information o Water heater fueltype and size r Own/rent o Year bullt o Approximate square footage o Foundation type r House type ¡ Primary space heat fuel type ¡ Primary HVAC system type r Secondary space heat fuel type ¡ Secondary HVAC system type . central A/C (Yes/No) o Central A/C tons . A/C last serviced o Window type . Attic ¡nsulat¡on o Wallinsulation o FloorÆrawlinsulation o Duct type o Duct insulation . Appliance inventory o Clothes dryer fuel o Clothes washer type o Dishwasher age o Evaporative Cooler o Refrigerator quantity and age o Freezer quantlty and age o Range/Oven type o Television quantity and type (HD/analogl o Window A/C units o Wellpumps 5 o Poolpumps o Spa o Computers. Customer Comfort (satisfied, not satisfied)o EEA/customercomments Field Manual ESG will coordinate with Lodi to develop a field manualthat establishes acceptable DIM installation standards, as well as snapshot audit data collection protocols. Reportable Energy Savings Energy savings for the DlMs will be provided in ESG's monthly EE reports. Pricing The fees for the Dl Program are on a per-measure-installed basis. Prices include all labor, materials and expenses associated with installation of the products and delivery of services. Fees for d¡rect installed measures and snapshot audits are shown in the following table. Additional measures can be added to the program with prior approval. The estimated annual allocation for Dl is 5125,000 for year one and S120,000 for year two. Marketing Support ESG will provide program marketing materials such as flyers, bill inserts, program catalogs, social media content, newsletters and other materials as requested to support and promote LEU's new Electric Vehicle program and LEU's energy efficiency programs. Pricing will be provided on a pr{ect-by-project basis upon request. The estimated two-year budget for marketing support is S10,000. 6 Home Snapshot Audit Audit $40.00 Screw-ln LEDs Lamp Srg.oo Standard Showerhead Showerhead S20.00 Handheld Showerhead Showerhead SEO.Oo Thermostatic Shower Valve Valve S4o.oo Faucet Aerator Aerator S S.OO Advanced Smart Power Strips Power Strip 590.00 Personal Computer Power Strip Power Strip 590.00 Fee per Cost Unit Measure Cost Unit Other Pricing Considerations Taxes and Other Charges Any use tax, sales ta& excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between ESG and the City shall be invoiced by ESG in addition to the pr¡ce quoted in this SOW. ln the event ESG is required to pay any such tax, fee or charge, the City shall reimburse ESG therefore or, in lieu of such payment, the City shall provide ESG at the time the Contract is subm¡tted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge. ESG reserves the right to modifli rates due to the impositlon of any new taxes imposed by state, county or local entities. 7 Exhibit B Compensation Total compensation for the two-year term will not exceed 5458,600. The estimated breakdown per the scope of work is shown below. A. Resldentlal, Commercialand lndustrial Program Administration and Fleld Services: r lntake and maintenance of program customer service inquiries r lntake and maintenance of residential, commercial and industrial EE and EV (new) rebate program o Database management o Provision of monthly activity reports o Maintain program/project information for Energy Efficiency Measurement and Validation (EMV) ¡ Provide all components of residentialand commercialvisits, technical guidance, and field support (audits/inspections) o Compliance reporting (SB 1037, California Air Resources Board (CARB) and Low Carbon Fuel Standard (LCFS) ¡ Third-partycontractoroversight o Budget and goal tracking o Legislative and regulatory updates and reporting o NCPA representation Estimated compensation for the two-year contract term is $fgO,GOO. E{þenses Travel expenses associated with delivering the services shown in Exhibit B, Section A are not included in the not-to-exceed budget of $180,600. Travel expenses are invoiced in addition to the budget shown in Exhibit B, Section A, and will not exceed $ZS0 per month or 518,000 for the term of the contract. Travel expenses will not be marked up. B. Electric Vehlcle (EV) Program Design (one time): o ldentify, analyze, and recommend Lodi Electr¡c EV alternatives for implementation o Establish specifications, administrative requirements, implementation requirements ¡ Create application forms ¡ Develop EV program marketing materials ¡ Perform information outreach to local car dealerships and others Compensation for this one-tlme service is $5,000. C. Resldentlal Snapshot and Direct lnstall (Dl) Measures o Direct installation of energy efficiency measures into homes o Perform energy efficiency audit in homes o Distribute informational materials and promote EU programs o Warranty fulfillment of measures o Database management of measures, customers, and energy savings o Complete program administration o Coordinate activities with LEU staff; provide customer service o Pricing of Dl measures is given in the statement of work Estimated compensation for the two-year contract term is 5245,000. D. Marketing Support o ldentify, design and recommend energy efficiency program flyers, program catalogs, social media content, fact sheets for informational and promotional purposes for ongoing and the new EV program Estlmated compensation for the two-yeer contract term is s10,000. EXHIBIT C NOTE: The CIty of Lodt is now uslng the onllna lnsurance program PINS Advantage. Once you have þeen awarded a contract you wlll recelve an email from the Clty's online lnsurance program requesting you to lorward the emall to your lnsurance provlde(s) to submlt the requlred Insurance documentatlon electronlcally lngurance Requlrsments for Mott ConhactÉ {Not conatrucûon or rsoulrlno orofsaslonal llabllltvl Contractor shall procure and maintain for the duration of the oontract insurance against claíms for injuries to persons or damages to property which may arise from or in connection wlth the performance of the work hereunder and the results of that work þy the Contractor, his agents, representatlves, employees or subcontractors. MINIMUM SCOPE AND L¡MIT OF INSURANCE Coverage shall be at least as broad ae: 1, Commerclal General Llablll$ (CGL): lnsurance Servlces Office Form CG 00 01 covering CGL on an "occurrence" basls, including products and completed operations, property damage, bodily inJury and personal & advertlsing inJury with limits no less than $2,000,000 per occurrence. lf a general aggregate limit applies, either the general aggregate limit shall epply separetely to thls projecUlocation (lSO CG 25 03 or 25 04) or the general aggregate limit shall be twlce the requlred occunence limlt. 2. Automoblle Llabllity: ISO Form Number CA 00 01 covering any auto or if Contrector hes no owned autos, then hired, and non- owned autos with limit no less than $1,000,000 per accldent for bodlly injury and property damage. 3. Workers' Compensatlon: as required by the Stete of California, with Statutory Limits, and Employe/s Liability lnsurance wlth limit of no lesg than $l,000,000 per accident for bodily inJury or dieease. Other lnsurance Provlsions: (a) Addllional Nãmpd lnsured Statgq The Cíty of Lodi, its elected and appointed boards, commlssions, oflicers, agents, employees, and volunteers are to be covered as additional insurede on the CGL end auto policy wlth respect to liability arising out of work or operatlons performed by or on behalf of the Contraotor includlng materials, parls, or equipment furnished in connection wlth such work or operations. General liabillty coverage can be provided in the form of an endorsement to the Contractor's insurance (at least ae broad as ISO Form CG 20 10 11 85 or if not available, through the addltion of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; gC CG 20 37 if a later edition ls used (b) Prlmarv, and Non.Contributorv tneurance, Endonement The limits of insurance coverâge required may be satisfied by a combination of primary and umbrella or exceEs insurance, For any claime related to this contract, lhe Contractot'e insurance coverage shall be prlmary coverage at leæt as broad as ISO CG 2001 04 13 as ræpecß the Entity, its officers, officials, employees, and volunteers, Any insurance or self-lnsurance malnta¡ned by the Entlty, its ofücers, officials, employees, or volunteers shall be excess of the Contractor's ingurance and ehall not contr¡bute wlth lt. (c) Walver of Subroqation Contractor hereby grants to City of Lodi a waiver of any right lo subrogation which any insurer of said Contraotor may aoquire against the City of Lodi by virtue of the payment of any loss under such lnsuranco. Contractor agrees to obtain any endorsement that may be necessary to afbct this walver of subrogation, but this provlsion applies regardlesg of whether or not the City of Lodi has received a walver of subrogation endorsement from the insurer NOTE: (1) The street address of the QlMElflgLmust be shown along with (a) and (b) and (c) above: 221West Pine Slreet, Lodi, California, 95240; (2) The insurance certificate must etate, on its face or aE an endoreement, a descrlption of lhe proigct that it is insuring. (d) Ssverabllltv of lnterest Clause The term "lnsured" is used severally and not collectively, but the lnclusion herein of more than one ìnsured shall not operate to lncrease the limlt of the company's liability under lhe Contractors commercial general liability and automoblle liabillty policies, (e) rNotioer,of Cânoellatioh or Ghanqe ln Covêrago Ehdorgement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior wrltten notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240, Pagellof2pages Risk; rev, 31112018 (f) (s) Cont¡nultv of Govoraoe All policies shall be in effect on or before the first day of the Term of this Agreement. At least thlrty (30) days prlor to the expiratlon of each insuranco policy, Gontractor shall fumish a cerlificate(s) showlng that a new or exlended policy has been obtained whlch meets lhe minimum requirements of this Agreoment. Contrastor shall provide proof of conlinuing insurance on at least an annual basis during the Term. lf Contractor's insurance lapses or is disconlinued for any reason, Contractor shall immediately notify the City and immediately obtaín replacement insurance. Contractor agrees and stipulates that any insurance coverage provided to lhe City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the clalms period or statutes of limitations found in the Calibmia Tort Claims Act (California Government Code Section 810 et seq.), Failuro to Complv lf Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse tha City for premiums paid, with interest on the premium paid by the City al the maximum allowable legal rate then in effect in California. The Gity shall notify Contractor of such payment of premiums wlthin thlrty (30) days of payment stating the amount paid, the neme(s) of the insurer(s), and rate of interest, Conlrâctor shall pay such reimbursement ånd interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of thia Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contrector shall immedlately cease use of the Site or facilitieE and commence and diligently pursue the removal of any and all of its personal property from the slte or facilities, Voriffcâtlon of Coveråoê Consultant shall furnish the City with a copy of the policy deolaration and endorsement page(s), original certificates and amendatory endorsêments or copies of the appllcable policy language effecting coveregê required by this clause. All certificetes and endorsements are to be recelved and approved by the City before work commences, However, failure to obtaln the required doouments prior to the work beglnning shall not waive the Consultant's obligation to provide lhem. The City reserves the right to require complete, oertilied copies of all required lneurance policies, including endorsementg reguired by these speclfioatlons, at any time. Fallurc to exerciee thls rlght shall not constltute a walver of the Clty's right to exercise after the effective date. (h) (l) Self-lnsured Retentions Self-insured retentions must be declared to and approved by the City. The Gity may require the Consultant to provlde proof of abilily to pay losses and related investlgalions, clalm administretion, and defense expEnses within the retention. The pollcy language ehall provide, or be endorsed to provlde, that the selflnsured retention may be satlsfied by either the named insured or Clty, ü) lnsurance Limits The limlts of lnsurance descrlbed herein shall not limit the liabllity of the Contractor and Contractor's officers, employees, agents, representetives or subcontractors. Contracto/s obligation to defend, indemnify and hold the City and its offloers, officials, employees, agents and volunteere harmless under the provisions of thls paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and malntain a policy of insurance. (k) Srlboontraotors ConsuJtant shall require and verify that all suboontraotors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors (l) Qg¡rllfied lnsursr{sì All insurence required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-, Vl" by the AM Best Ratings Guide, and whlch are acceptable to the City. Non-admitted surplus lines carriers may be accepled provided they are inoluded on the most recent llst of California eligible surplus lines insurers (LESLI list) and otherwlse meet Clty requirements, p"g"zlotãpásèr I Rlsk: rev.3l1l2O18 AMENDMENT NO. 1 THE SALVATION ARMY AGREEMENT FOR PROFESSIONAL SERVICES WITNESSETH: WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement on August 20,2019, (the "Agreement"), attached hereto as Exhibit 1 and made a part hereof; and WHEREAS, Contractor was retained by the City to provide application administration services for the Lodi Electric Utility's Customer Assistance & Relief (CARE) package program; and 3. WHEREAS, CONTRACTOR and CITY now desire to amend the Agreement to increase the contract limit aþove the current contract amount of $10,000 in anticipation of an increased number of applications to the program during a temporary program expansion of the CARE Program; and 4. WHEREAS, the temporary CARE program expansion will commence effective upon the date of City Council approval through August 31,2020; and 5. WHEREAS, the CITY desires to amend the contract amount which may extend beyond the August 31, 2020 temporary program termination date to allow CONTRACTOR sufficient time for reporting and invoicing to the CITY; and 6. WHEREAS, by approval of Resolution No. 2020-xxx, Lodi City Council has authorized the City Manager to increase CARE Program third-party administrator contract limits by an indefinite amount each, however, collectively, not-to-exceed $t02,000 for applicaiions processed effective immediately upon approval of Resolution No. 2020-xxx by City Council until August31,2020. NOW, THEREFORE, the parties agree to amend the Agreement to increase the contract limit by an indefinite amount for each third-party administrator, however, collectively, not-to-exceed $102,000 for applications processed effective immediately upon approval of Resoiution No. 2020- xxx by City Council until August 31,2020. lN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 1 on the date and year first above written. CITY OF LODI, a municipal corporation THE SALVATION ARMY, a California Domestic Non-Profit THIS AMENDMENT NO. 1 TO PROFESSI entered this _ day of municipal corporation (hereinafter "CITY'), and THE Profit, (hereinafter "CONTRACTOR'). STEPHEN SCHWABAUER City Manager Attest: PAMELA M. FARRIS City Clerk ONAL SERVICES AGREEMENT, is made and 2Q2Q, by and between the CITY OF LOD|, a SALVATION ARMY, a California Domestic Non- IVAN WILD Major Divisional Commander Approved as to Form: 1 2. ä)!îã,?"yo"o'"k EXHIBIT L AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE I PARTIES AND PURPOSE Section l.{ Parties THIS AGREEMENT is entered into on&r3æ, 2019, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY'), and The Salvation Army, a California Domestic Non-Profit (hereinafter'CONTRACTOR'). Section 1.2 Purpose CITY selected thg CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for administration of the Lodi Electric Utility CARE Emergency Energy Assistance Program (hereinafter "Ptoject") as set forth in the Scope of Services attached here as Exhibit A, CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 _Scooe of Se¡vices CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and,Colnpletlon of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all seruices diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services, CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to t weather, vendalism, acts of God, etc., shall not be counted, CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetlnss CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffinq CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all seruices specified therein, CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section2.S Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on July 1,2019 and terminates upon the completion of the Scope of Services or on June 30,2021, whichever occurs first. 2 ARTICLE 3 COMPENSATION Section3.l Gomoeneation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additíonalwork is approved in advance and in writing by CITY. Section 3.2 Method of'Pavment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing,, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work ís attríbutable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable cosls considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Audltlns CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit, CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal busiriess hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. 3 ARTICLE 4 MISCELLAN EOUS PROVISIONS Section4.l Nondiscrimination ln performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compllance ln performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA, Section 4.3 lndemnlflcatlon and Responslbllltv fôr Damaoe CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification, lf CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay ali of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. Section 4.4 No Personal Liabllitv Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Resnonslbllitv of GITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 lnsurance Requirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assiqns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY, Gonsent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or ovemight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certífied mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O, Box 3006 Lodi, CA 95241-1910 Attn: Astrida Trupovnieks, Business Development Manager To CONTRACTOR: The Salvation Army 525 W. Lockeford Street Lodi, GA 95240 Attn: Major Mark Thielenhaus Section 4.9 Cooperatlon of ClW CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 GONTRACTOR is Not an Emplovee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of 5 the services and work to be performed hereunder. GITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY mey terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.1 2 @!!S!en!!gl!13y, CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by. law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicabls Law. Jurisdlction. Severabllltv. and Attornevrs Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. lf any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. ln the event any dispute between the parties arises under or regarding this Agieement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Coutt. 6 Section 4.14 Cltv Business Llcênse Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Sectlon 4.15 Gaptions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 lnteqratlon and Modlflcation This Agreement represents the entire understanding of C¡TY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Gontract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attaehed exhibits, the terms of this Agreement shall prevail. Section 4.18 9everabllllv The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provisíon of this Agreement. Section 4.lg Ownershlp of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days, CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from ClïY's use of such documents for any purpose other than the purpose for which they were intended. 7 Section 4.20 Authoritv The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Fundins Condltions n lf the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. ln the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. lN WITNESS WHEREOF, CITY and CONTnÁCfOn have executed this Agreement as of the date first above written. CITY OF LODI, a municipal corporation ATTEST: S Clerk City Manager APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney -6 Name: Title: Attachments: Exhibit A - Scope of Servlces ExhlbltB-FeeProposal Exhibit G - lnsurance Requlrements Exhlblt D - Federal Transit Funding Conditlons (if applicable) Funding Source: 50465300.72450 AdministFtlon (Business Unit & Account No,) Doc lD: CA:Rev.01,2015 The Salvation Army, a California Domestic Non-Profit Divisional Commander By: I EXHIBIT A Scope of Servlces City of lodi Electrlc Utility CARE Emergency Energy Assistance Program The Salvation Army will administer the CARE Emergency Energy Assistance Program which includes the followlng activities: 1. Provide all customer application intake including revlewlng electric utility customer eligibillty requirements, and approval of a customer's application in this emergency energy assistance program 2. Maintain either a hard copy file or an electronic file with back-up of each electr¡c utll¡ty customer who has applied for assistance for three years. This includes applications that have been approved and unapproved. The file must contain copies of the documentation requlred 3. Provide a year-end electronic spreadsheet of customers who have applied for assistance with name of account holder, eccount number, service address, approved/unapproved, and amount of assistance by July 30th 4, Take standard, reasonable care to mainta¡n confidentiality of information. eustomer Elielbllitv RèEulrements t. Must meet income guidelines as provided by the LEU. The income guidef ines are the same as under the San Joaquin County Low lncome Home Energy Assistance Program (LIHEAP). Households with gross household incomes at or below 60% of State Median lncome levelare eligible. 2019 lncome Guldellnes by number of people at6O% of State Median lncorne (SMlf : t 2 3 4 5 6 7 8 9 10 52,770.74 Sz,ggg,oo S3,s06.s8 54,L74.so Sq,e+z.qz s5,510,34 Ss,635.58 Ss,zso.gr Ss,886.os s6,011.28 2. Electric Utility customer has not received asslstance by this program in the past six months; 3. Customer must present (in person)the following documentation to qualify for an assistance payment. This information will be copied and retained in a file for three years. r Current City of Lodi utility statement ¡ Social Security cards for ALL members of the household, and a drive/s license or California lD card of the account holder o Proof of current income . Current rental agreement of service premises r Current City of Lodi customer payment plan agreement o lndicate reason why emergency energy assistance payment is needed; provide any documentation reflectlng thls need 4. The assistance payment is for up to 5110 which only pays for the electric utility component of the bill. The customer is required to demonstrate the payment of all other charges (water, wastewatet trash collection) prior to the assistance payment being authorized by the Salvation Army. The acceptable forms of documentâtion include current utlllty bill showing payment, receipt prepared by the City of lodi showing payment, andlor a copy of the C¡ty of Lodl payment plan. Si¡bnilsslon of Aoolicatlon to Cltv and lnvolclns The Salvation Army wlll electronically convey approved appllcation upon receipt to âtn¡¡pvnleks6¡ lod Lqoq The assistance will be applied to the bill as soon as practical by the City of Lodl. 2 Exhlblt B Compensat¡on Plan The Salvation Army will lnvoice for all administrative work performed at a rate of S¿S per customer verification/certlflcation with a cap of 510,000. The invoice will be submitted to Lodl the flrst day of each month, payable wlthln thirty (30) days of the invoice date. EXHIBIT C NOTE: The CIty of Lodt Is now using the online lnsurcnca prog¡dm PINS AútanÉ,ge. Once you have been awa¡ded a cont ?ct you wlll receÍve an emall lrom the Clly's onllne lnsurancê pragram rcguestlng you to loward the emall to your lnsurance provtde(s) to submltthe rcqulred lnsurance documenhtlon electrcnlcally lneurance Reouh€ment¡ for Profeaslonal Servlce¡ Contrac,tor shall procure and maintaín for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contrac'tor, his agents, representatives, employees or subcontrac{ors. MINIMUM SCOPE AND LIMIT OF INSURANCE Goverage shall be at least as broad as: 1. Commerclal Goneral Liabillty (CGL): lnsurance Services Office Form CG 00 01 covering CGL on an "occunence" basis, including produc.ts and completed operat¡ons, property damage, bodily injury and personal & advertising injury with limits no less than ¡1,000,000 per occurrenoe. lf a general aggregete limit applies, either the general aggregate limit shall apply separately to this project/locetion (lSO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automoblle Llablllty: ISO Form Number CA 00 0l covering any auto or if Contractor has no owned autos, then hired, and non- owned autos with limit no less lhan $1,000,000 per accident for bodlly inJury and property damage. 3. Workerc' Compeneatlon: as required by the State of Califomia, with Statutory Limits, and Employe/s Liability lnsurence with limlt of no less than $1,000,000 per accident for bodily injury or disease. 4. Profeeslonal Llablllty (Enors and Omissions) lnsurance appropriate to the Consultant's profession, with limits not less than tl,000,000 per occurrênce or claim, $2,000,000 aggregate. May be waived by Risk Manager depending on the scope of services, Other lnsurance Proviglon¡: (a) ,{ddltlo¡al Named lnsuted Stàtus The City of Lodl, its elected and appointed boerds, commissions, officers, agents, employees, and volunleere are to be covered as additional insureds on the CGL and auto policy with respect to liabillty arising out of wort< or operations performed by or on behalf of the Contractor including materials, parts, or equipment fumished in connedion with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's ingurance (at least as broad as ISO Form CG 20 10 1l 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; C43] CG 20 37 if a later edition is used (b) Filmarvand Non-Contributory,lireuranceEndorsement The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or exoess insurance. For any claims related to this contract, the Contracto/s insurance cov€rege shall be primary coverage at least ¡¡ broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteerc. Any insurance or self-insurance maintained by the Entity, ¡ts officers, officials, employees, or volunteers shall be excess of the Contracto/s insurance and shall not contribute with it. (c) Welver of Subrosation Contrac'tor hereby grants to City of Lodi a waiver of any rlght to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contrac,tor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not lhe City of Lodi has received a waiver of subrogation endorsement from the insurer NOTE: (1) The street address of the GITY oF LoDl must be shown along wilh (a) and (b) and (c) above:221West Piñe Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the p¡gþt that it is insuring. (d) Sèverabifitv of lnlerest Oleuse The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the llmit of the oompany's liability under the Contrectors commercial general liability and automobile liability policies. (e) Notice of Gancellation or Ghange in Covefaoe Endoreement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written noticeof suchc , ?21 West P¡ne St., Lod 952a0. PagellotZp"g (0 Gontinuitv of Goveraoé Ãföid*ãi;:ñãilf,èiñffect on or before the first day of the Term of this agreement' At leest thffiy (30-) dav¡ prþr to the expiratlon of eaoh insuranoe polioy, Contractor shall fumish a -".*incate(sl strowìng ihgt a new or extênded pollcy has baen obtained whlch meels,the minimum requlremente of this Agrêêmgnl. Cãntraaor ¡hall piovide proof of continuing lnsurânce on al leasl an qnnugl --rir ruñnl tnã ierm. 'rr ó"iriäããrs insdiànoe tapses or is dlsæntlnüed for ány.rea.so-n 93tt:$rlsall.immediatelv p!i! þe c1ñtlrä;¿iaìerv ouraií-reËla-dr*nilnsirãñ.alcontr"c'toragrees and stlpuÉtes that any lnsurance.coverage provlded to the ðiií;il"¿i;ñàrLprcí¡oe ror l ãâil"J pã"d Alowing. tÀrmlnaflonóf coverage which is at least consistent with lhe claime perlod or staiui"" of limftatione fbun¿ in ttre caitfomie Tort CÈims Act (callfomia Gevernment Gode seotion:,810 et seq;)' Failure lo oomDlv lfcontractorfailsorretusestoobtainandmaintaintherequiredinsuranoe,or âils.toprovideproofofcoverage,thec-ltyrnaygbÌain theinsurance. contraaoriháfire¡mUurset¡eCityforpremiumspaid,with'interestonürepæmiurnpaidbytheCitr/althemaxlmum åiÉ'oãure ì"iìr ot" it én ¡n ånåifln ıåiirırüiã. rúe o¡tv i¡àrr noiity contt"aor.of such pavmentof premiums wlthln thJrty (30) davs ãïiäimã.iãt"tinù t¡,e ámoînìi;i¡, rh";àmê(s) órtnê insugr:(sf, and rate of in.tðrest. Gontraotor shall pay suah reimbursement and ¡nferðst on the ffrst,(1Éiià!}}iú *"ntn iottowtng the O¡tirá:norice.. Nþh¡r,ithÊtending any other provisJon of thia Agreemenl, if contraclor fails or refuses to óuiain or maintain insuiance as'requlrêd by this agreemeñt, or falls. to pro{de poof of insurance' it ã öitv ,.,,'ãv tãrm¡nate ttr¡s ærããmeniupon suot' ureaðr,. upon sirch terirínation, contrac{or shall lmmedlatêly caase uEe-of the site or facilit¡es and commenı:and dlfigäntly pursue the rembval of any and all of its personal property from the site or facilities. Verifi câtion gf€oyefagq Gonsultant shall ft¡mish lhe City with a copy of the policy deolaration and,-endorsement page(s), original certificates and ã.åno"tory endorsemente oiéopi". of ttie appl¡ca'ble policy language effec,ting coveruge,regulr€d by thls clause' All ceriificates. and endorsements are to oe reai¡vø ánd qpþ'roved oi tne bity Ëetore wort< cornmences. Howsver, failure to obtain the required doeumenìs prtorto the wo* uããinning strail riot watvsrttráconiultanl's obligalion to provida lhem, The clty reservel-the ríght to ;ìì-rË*}'pì;t", *rtinäå lì.,Tíiä3TqiigqiiÇ ñuâce óóriore", tnctudini_ endorsàments roquired by.these speciricatlons, al any ¡me. Fa¡urs to erercìiå iñfi ¡érrt årra¡l not cınetiults a walver ol ttre cltfe rlght io exsrclse åfrer tho sffectlvo date. Self-lnsured Relenlions self.lnsured rst€ntions must be declared to and approved by the clty. The clty may requlre the consultanlto provide.proof of ability tü;iË;"äi r"íáiøinuã.t¡gations, ctaim administration, and defenseexpenseswlthin lhe retentlon. The policy language shall ;óùå":6¡ tà ánooreeo tò proviãã, it'ái t¡" self-insured retention may be salislied by ellher lhe named insured or cily; ffiffi"t*"-rance described herein shail not timit the tiabitity of the contraclor ånd contrac{of-s. officere,.employees,-T9lÞ, råpËsenÈtiuàs or suucontra;ors. Gontracto/e obllgation !o dep¡.d, lndemnify, and ,f'919 JE _!lty and lts offic€rs' otrlclals' êm'tovees, aoents and uáìuniger" trermláis unCermelprovisions of this parâgrâpfi is not limited to or restrioted by any equirement in t¡ãÂgieàmînt for Contractorto procure and meintâin a policy of insurance. Subcpnlueloaffisffi:hãll requlre and verify that all subcontractors maintain ingurance meeting all the requlrements stated heæin, and Consultant ehall enèure that Clty is an addltional insured on insurence required from subcontractors OlÉims Made Poticies fãny¡f Sã reqdtod poltoles provide covefage,on a cleims-made baeie:- il it'" Retróacltvd oaiã muEr úe sho',vn ãnd must be before the date of the contract or the beginnins of qtlla,qygÍ,__ ^...^ 2. lnsurance must be maintained and evidence of insurance must be provided for at least flve (5) years aftêr completion ol tne contract of work. a. tt coverage is canceted or non-renewed¡ and not replacsd w¡th another claims-made policy form with a Retroac-tive'Date prior to th6 contraot efeaive.¿afe, the Consultant must puichase "extended reporting" cov€rage for a minimum of five (5) years after completion of contract work. Qua[ned lngurerlÊ) rha ramc nrrhic anraomanr.mrer he nrovidaer bv insu e in,the State of'Ãiiññ;ãnce r€quh€d by the terms of this Agreement musl bE provided by insurers liconsed to do buslnes câiúómiu whtch ire rated át Èast 'A-, Vt" bithe AM Beet Rati;gs cuide, ãnd whidr arê âcceBtable to tf"..9Ltv:..I1I|ÍTltt"d ,rrplu. iine. carrters may ue áocepteb provioea they are indudãd on lhe most eoent llst ol Galifornia ellgible suçlus llnes ineurers (LESL| list) and otheruvlge meot City requirernents. (i) (s) (h) ü) (m) (k) (t) Page 2 | of2 pages I Risk: rev.3nnilÛ AMENDMENT NO. 1 COMMUNITY PARTNERSHIP FOR FAMILIES OF SAN JOAQUIN AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT, is made and entered this _ day of , 2020, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY'), and COMMUNITY PARTNERSHIP FOR FAMILIES OF SAN JOAQUIN a California Charitable Non-Profit, (hereinafter "CONTRACTOR'). WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement on August 20,2019, (the "Agreement"), attached hereto as Exhibit I and made a part hereof; and 2. WHEREAS, Contractor was retained by the City to provide application administration services for the Lodi Electric Utility's Customer Assistance & Relief (CARE) Package program; and 3. WHEREAS, CONTRACTOR and CITY now desire to amend the Agreement to increase the contract limit above the current contract amount of $10,000 in anticipation of an increased number of applications to the program during a temporary program expansion of the CARE Program; and 4. WHEREAS, the temporary CARE program expansion will commence effective upon the date of City Council approval through August 31,2020; and 5. WHEREAS, the CITY desires to amend the contract amount which may extend beyond the August 31,2020 temporary program termination date to allow CONTRACTOR sufficient time for reporting and invoicing to the CITY; and 6. WHEREAS, by approval of Resolution No. 2020-xxx, Lodi City Council has authorized the City Manager to increase CARE Program third-party administrator contract limits by an indefinite amount each, however, collectively, not-to-exceed $102,000 for applications processed effective immediately upon approval of Resolution No. 2020-xxx by City Council until August31,2020. NOW, THEREFORE, the parties agree to amend the Agreement to increase the contract limit by an indefinite amount for each third-party administrator, however, collectively, not-to-exceed $102,000 for applications processed effective immediately upon approval of Resolution No.2020- xxx by City Council until August 31,2020. lN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 1 on the date and year first above written. CITY OF LODI, a municipal corporation COMMUNITY PARTNERSHIP FOR FAMILIES OF SAN JOAQUIN, a California Charitable Non-Profit STEPHEN SCHWABAUER City Manager Attest: MEREDITH BAKER Executive Director Approved as to Form JANICE D. MAGDICH City Attorney PAMELA M. FARRIS City Clerk EXHIBIT T AGREEilIENT FOR PROFESSIONAL SERVICES ARÎICLE I PARTIESANI' PURPOSE 8ecüon l.l Pqrtl¡q THIS AGREEMENT ls cntorod tnto orúuqÞ20i9, by and bctuncn thc CtTy OF LoDl, a munlclpal corporatlon (hcrelnafrer "cì1y1, and communlty partnerrahlp for Famllies of San Joaquln (herclnafrcr "CONTRACTOR,), Scctlon 1.2 Purooe¡ CITY selected the CONTRACTOR to provlde the servlces required ln accordance wlth ettachcd Scope of Servlces, Exhlbll A, attached and lncorporatcd by thle rsfcrunoe. CITY wlshce to cnter lnto an agruement with CONTRACTOR forthe admlnlgtreflon of the CARE omerycncy enorgy accl¡tancc progrem (herelnaf,er'ProJccf') a¡ sel forth ln the Soopc of SeMces atlached hcre as Exhlblt A, CONTRACTOR eoknowlcdgcc thet lt lc quallfied to provlde euch eervlcce to ClTy. ARTICLE 2 8COPE OF ËERvrcEq 8¡ctlon 2.1 Soons of Servloes CONTRACTOR, for thc bEncflt and at thc dlreotlon of CITY, rhall pcrform thc Scopc of Sawices as setforth in ExhlbltA, S¡cüon 2.2 Tllne For Gommencemsnt ¡nd Comoleflon of Work CONTRACTOR ahallcommlnoa wort pureuant to thlo Agrccmcnt, upon rcoatpt of ¡ wrlttcn nolloc to procecd from CITY or on thc datc rct forth ln Seot|on 2.6, whlchcvcr occurs first, and shall perform ¡ll serviccs dlllgcntly and comptctc wo* under thls Agreement based on a mutually agreed upon tlmellne or as othsrlvlsc deolgnatcd ln the Scopc of Scrvicct. coNTMcroR ¡hall submlt to clrY ouch rcporb, dlagraml, drawlngr and othcr work productr or may,be derlgnatcd ln thc Scopc of Scrvlce¡. CONTRACTOR sh¡ll not bc rerponrlblc for delayo o¡used by the failurc of CIW ataff to provlde roqulrcd dat¡ or revlcw documenta within the approprlatc gmt framc¡. Thc tltvlcw tlme by CITY and any other agende¡ lnvolved ln the proJect ¡hall not be countcd agalnat CONTRACTOR,! contrec{ pcrformancc pctiod. Alco, any deleyo due to weathcr, vandallrm, ed¡ of God, clc., ¡hell nol bc countcd. coNTRAcroR shall t remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 lUlsetlnos CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Sectlon 2.4 9tafflnq coNTRAcroR acknowledges that clrY has relied on coNTRACToR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identifled in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by coNTRAcToR of any changes of coNTRACToR's proJect staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can peÉorm all services specifled therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licensee, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such llcenses, permits, qualiflcations, insurance and approvals which may be imposed against CITY under this Agreement. Section2.S Subcontracts Unless prlor written approval of CITY is obtained, CONTRACTOR shall not enter lnto any subcontract with any other party for purposes of providing any work or servicés covered by this Agreement. Section 2.6 TerlJl The term of this Agreement commences on July 22,2019 and terminates upon the completion of the scope of services or on June 30,2021, whichever occurs first. 2 ARTICLE 3 COITIPENSATION Section3.l Comnonsatlon GONTRACTOR's compensation for allwork under thls Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake anywork beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Sectlon 3.2 Msthod of Prvmsnt CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, wlthout llmltatlon, detalls as to amount of hours, lndlvldual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensalion for all work under this Agreemenl shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs requlred forthe performance of the Scope of Services, Payment of additional reimbursable costs considered to be over and above those inherent ln the orlg¡nal Scope of Servlces shall be approved in advanced and in writing, by CITY. Sectlon 3.4 Audltlno CITY reservee the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnlsh CITY, or a designated representatlve, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or lts delegate will have the rlght to review, obtaln and copy all records pertaining to performance of this Agreement. CONTRACTOR egreês to provide CITY or its delegate with any relevant informatlon requested and shall permit CITY or its delegate access to its premises, upon reasonaþle notice, during normal business hours for the purpose of interviewing employees and inspecting and oopying such books, records, accounts, and other mater¡althat may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement, 3 ARTICLE 4 MISCELLANEOUS PROVISIONS Sectlon4.l Nondiscriminatio4 ln performing services under this Agreement, coNTRAcroR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexualorientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law, Section 4.2 ADA Comollance ln performing services under this Agreement, CONTRACTOR shell comply with the Americans with Disabllities Aot (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Sectlon 4.3 lndemnlficatlon and Rerpon¡ibtlltv for Damaqg CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, tosses, and expenses (including reasonab¡e attorney's fees and costs), arising out of performance of the servlces to be performed under this Agreement, provided that any suoh claim, damage, loss, or expense is caused by the negligent âcts, errors or omissions of CONTRACTOR, any subcontractor employed directly by GoNTRAcroR, anyone direcfly or indirecfly employed by any of them, or anyone for whose acts they may be liable, except those injurles or damages arising out of the actlve negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate ln the defense of any claim related in any way to this indemnification. lf CITY chooses at its own election to conduct its own defense, participate ln its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in additlon to, and shall not in anyway be limited by the insurance obligations set forth herein. Sectlon 4,4 No Personal Liabilltv Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Sectlon 4.5 Responelb-llltv of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 lnsurance Requl¡ements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverege as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Succeseorg and Asslqno CITY and CONTRACTOR each bind themselves, thoir partners, Buccessors, assigns, and legal representatives to this Agreement without the written consent of the olhers, CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior wrltten consent of CITY. Consent to any such transfer shall be at the sole discretlon of CITY, Sectlon 4.8 &!!S Any notice required to be given by the terms of thls Agreement shall be ln writing signed by an authorized representative of the sender and shall be deemed to have been given when the same ls personally served or upon receipt by express or overnlght delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Plne Street P,O. Box 3006 Lodi, CA 95241-1910 Attn: Business Development Manager To CONTRACTOR: Meredith Baker, Executive Director Community Partnership for Famllles of San Joaquin PO Box 1569 Stockton, CA 95201 Section 4,9 Goopqr.qtfoEof GITY CITY shall cooperate fully and in a timely manner in providing relevant information It has at lts dlsposal relevant to the Scope of Servlces. Section 4.10 CONTRACTQR ie Not an Emnlovee of CITY CONTRACTOR egrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY Ehall not direct the work and means for accomplishment of the 5 serv¡ces and work to be performed hereunder. GITY, however, retains the right to require that work performed by CONTMCTOR meet specific standards without regard to the manner and means of accomplishment thereof. Sectlon 4.{l Termlnatlon CITY may terminate this Agreement, with or without cause, by giving GONTRACTOR at least ten ('10) days written notice. Where phases are anticipated within the Scope of Servlces, et which an intermediate decision is requlred concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon terrnination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY, However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for oontracts entered into by CONTRACTOR with third pârtles ln reliance upon this Agreement, Sectlon 4.12 OonfidentlalltV CONTRACTOR agrees to maintain confidentiality of allwork and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY, CITY agrees to malntain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in wrlting by CONTRACTOR. CONTRAOTOR acknowledges that CITY is subJect to the California Publlc Records Act. Sectlon 4.13 ¡dppllcablô Lew, Jurledlctlon, Severabllltv. and Attornev's Fses This Agreement shall be governed by the larus of the State of Galifornia. Jurisdiction of litigation arlsing from this Agreement shall be venued with the San Joaquin County Superior Court. lf any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and etfect. ln the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court, Sectlon 4.14 Gltv Buslnees Llcenee Requlrement 6 CONTRACTOR acknowledges that Lodi Munioipal Code Section 3.01.020 requires coNTRAcroR to have a city business license and coNTRAcroR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Sectlon 4.15 Captlon¡ The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any questlon or interpretation or intent hereunder, Section 4.1ô lnteqratlon ¡nd Modlflcatlon This Agreement represents the entire understanding of CITY and CONTRAGTOR as to those matters contained herein, No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. Thls Agreement may not be modified or altered except in writing, signed by both parties. Section 4,17 Gontract Terms Prevail Allexhiblts and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhiblts, the terms of this Agreement shall prevail. Sectlon 4.18 Severabllltv Ïhe invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 ,Ownerghlp of Documentç All documents, photographs, reports, enalyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been oþtained or prepared under thls Agreement, shall be deemed the property of ClTy. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours, Upon terminat¡on or completion of services under this Agreement, all information collected, work product and documents shall be delivered by coNTRAcroR to clry wlthtn ten (10) calendar days. CITY agrees to indemnify, defend end hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Section 4.20 Authprltv The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. 7 S€ctlon 4,20 Authoritv The undersigned hereby represont and warrant that they are authorizecl by the parties to execute this Agreement. Sectlon 4.21 Federal Translt Fundlnq Condlüons Ü lf the box at left is checked, the Federat Transit Funding conditions attached as Exhibit D apply to this Agreement. ln the event of a conflict between the termE of this Agreement or any of its other exhibits, and the Federal Transil Funding Conditions, the Federal Transit Funding Condltions will control. lN wrNEss WHEREOF, clw and coNTRAcroR have executed this Agreement as of the date first above witten. CITY OF LODI, a municipalcorporatlon ATTEST: Clerk City Manager APPROVED AS TO FORM: JANICE D. MAGDICH, Clty Attorney Community Partnership for Families of San Joaquin, California charitable non.profit corporation Name: Title:Dlrector By .-1.4- ---¿'¿ Attachmente: Exhlblt A - Scope of Servlces ExhlbltB-FeeProposal Exhlblt C - lngurance Requlrements Exhibit D - Fedoral Translt Fundtng Condlüons (lf appilcable) Fundlng Source:50485300-72460 (Buslness Unlt & Account No.) Doc lD: C¡Rev.01.2015 I EXHIBIT A Scope of Services City of Lodi Electric Utlllty CARE Emergency Energy Assistance program The Commun¡ty Partnership for Families of San Joaquin witl adminíster the CARE Emergency Energy Assistance Program which includes the following activities: 1. Provide all customer appllcation intake including reviewing electric utillty customer ellglbillty requirements, and approval of a customer's application ln this emergency energy assistance program 2. Maintain either a hard copy file or an electronic file with back-up of each electric utility customer who has applied for assistance for three years. This includes appl¡cations that have been approved and unapproved. The file must contain copies of the documentaflon required 3' Provide a year'end electronic spreadsheet of customers who have applied for assistance with name of account holder, account number, service address, approved/unapproved, and amount of assistance by July 30th 4' Take standard, reasonable care to maintain confidentiality of information. Customer Ellelbllitv Reaulrements Must meet income guidelines as provided by the LEU. The income guidelines are the same as under the san Joaquin county Low lncome Home Energy Assistance program (UHEAp). Households with gross household incomes at or below 60% of State Median lncome levelare eligible. 2019 lncome Guidelines by number of people at 6o%of state Median lncome (sMl): 2' Electrlc Utlllty customer has not receíved asslstance by this program in the past six months;3. Customer must present (in person)the followlng documentatíon to quallfy for an assistance payment. This information will be copied and retained in a file for three years.¡ Current Clty of lodi utility statement¡ Soclal Security cards for ALL members of the household, and a drive/s license or California lD card of the account holder¡ Proof of current income ¡ Current rental agreement of service premises¡ Current City of lodi customer payment plan agreemente lndicate reason why emergency energy assistance payment is needed; provide any documentation reflectlng this need4' The assistance payment is for up to S110 which only pays for the electric utility component of the bill. The customer is required to demonstrate the payment of all other charges (water, wastewater, trash collection) prior to the assistance payment being authorized by The 1. 1 2 3 4 5 6 7 8 9 10 52,77o.74 S2,839.66 Ss,soe.sa Sq,fiq.so S+,a+z.qz $s,sto.g¿Ss,ess.sa Ss,75o.g1 s5,886.05 s6,011.28 Exhiblt A Continued Community Partnership for Familles of San Joaquin. The acceptable forms of docurnentation include current utllity bill showlng payment, recelpt prepared by the City of Lodi showing payment, and/or a copy of the City of Lodi payment plan, Subrrllsslon óf AÞÞlicatlon td Cltv and lnvoldnE The Communlty Partnershlp for Families of San Joaquin will elecronlcally convey approved applicatlon upon receipt to ptruoovnlek¡@lodl.sov The asslstance wlll be applied to the bill as soon as practical by the Clty of Lodl. 2 Exhiblt B Compensat¡on Plan The Community Partnership for Familles of San Joaquln will lnvoice for all administrative work performed at a rate of S45 per customer verlficatlon/certlficatlon wlth a cap of 510,000. The lnvoice wlll be submltted to Lod¡ the first day of each month, payable wlthln thirty (30) days of the invoice date, tolL