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HomeMy WebLinkAboutMRW & Associates, LLC - 2020-10-05 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MRW &ASSOCIATES, LLC FOR COMMUNITY CHOICE ENERGY FEASIBILITY STUDY THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and MRW & ASSOCIATES, LLC, a Limited Liability Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to perform a Community Choice Energy(CCE) Feasibility Study; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Mark Fullmer who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 20-8473/234281 agree/surfnet/professional svcs 50 to 100 05/19-204133 1 of 13 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT 6?e7'6 bfarI5A, are to commence on , 2020 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three (3) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Sixty Six Thousand Dollars ($66,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional 20-8473/234281 agree/surfnet/professional Svcs 50 to 100 05/19-204133 2 of 13 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees; agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall 20-8473/234281 agree/surfnet/professional Svcs 50 to 100 05/19-204133 3 of 13 apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be I provided by CONSULTANT. B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 20-8473/234281 agree/surfnet/professional svcs 50 to 100 05/19-204133 4 of 13 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not 20-8473/234281 agree/surfnet/professional sves 50 to 100 05/19-204133 5 of 13 i effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense,hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. i I 20-8473/234281 agree/surfnet/professional Svcs 50 to 100 05/19-204133 6 of 13 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subeonsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 20-8473/234281 agree/surfnet/professional svcs 50 to 100 05/19-204133 7 of 13 i 14. COPYRIGHTS/PATENTS i CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15, CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to I the addresses specified below. CITY and CONSULTANT may designate different I addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach MRW&ASSOCIATES, LLC ATTN: Travis Hopkins ATTN: Mark Fullmer 2000 Main Street 1736 Franklin Street, Suite 700 Huntington Beach, CA 92648 Oakland, CA 94612 20-8473/234281 agree/surfnet/professional sves 50 to 100 05/19-204133 8 of 13 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles,captions, section,paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act 20-8473/234281 agree/surfnet/professional svcs 50 to 100 05/19-204133 9 of 13 i contrary to law, and wherever there is any conflict between any provision contained herein I and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION I CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any i I subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder, CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services i expenses incurred by CONSULTANT. 20-8473/234281 agree/surfnet/professional Svcs 50 to 100 05/19-204133 10 of 13 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that parry's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, 20-8473/234281 agree/surfnet/professional svcs 50 to 100 05/19-204133 11 of 13 promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior I understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. I I I I I 20-8473/234281 agree/surfnet/professional Svcs 50 to 100 05119-204133 12 of 13 i • I i i I IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of MRW&ASSOCIATES,LLC Cat' 'a By: "� `"�-''�" anager INITIATED AND APPROVED: print name ITS: (circle one)Chairma residen ice President AND Assistant City Manager APPROV D AS TO FORM: By: ,-� print name City Attorney f&V ITS: (circle one)secretaq ief Financial Offic Asst. Secretary—Treasurer Date RECEIVE AND FILE: City Clerk Date 20.8473/234291 agree/surfnet/professional svcs 50 to 100 05/19-204133 13 of 13 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) MRW will perform the work requested by the City RFP and the MRW Proposal 1. Load Study and Forecast 2. Economic Analysis of Huntington Beach Electric Usage 3. Savings Analysis of City of Huntington Beach CDCE Electric Service Compared to SCE Electric Service. a. CCE Energy Supplies b. Rate Analysis and Comparison c. Pro Forma Analysis 4. Orange County CCE Consortium Formation 5. California Public Utilities Commission CCE Implementation Plan and Requirements. b. Project Management Plan and Coordination with City Staff. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: MRW will provide the scope of work identified in the MRW Proposal Dated October 18,2019 in Section 2, Methodology. C. CITY'S DUTIES AND RESPONSIBILITIES: The City will request the monthly customer load data from Southern California Edison(SCE)and provide also provide load data available for City facilities,other governmental facilities, and hospitals D. WORK PROGRAM/PROJECT SCHEDULE: 2 EXHIBIT A Project schedule durations to be modified to start upon contract approval. � 1MMks iaw Ktdmlf tMwl�O�aaIYN 2.26!!t 1 — Icm got aaalyutM-ftrM cr WS:#11 kelIV. /u.�r+.>d[+r�r ki ct7/rt _. I .—I ._ v11�1r -�' � -•i --� -- ` SCFltateAnlyd:ardCoan�Iaat { ; . ly:;6TM-11.r U'uClife wtl.2p'•t x1d I Di►hI O.AAS1 iWYl Reps)tQ t NC 1 Gtf %ltt'.e rw ai�kyt+tl ! i i ll.tbl waw" !1111Yt M1UFt l+a.l}Nrrnlltdl Ay I I f . � t { _ � "' i 2 EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: MRW will compete the tasks listed in the City's RFI and presented here for fees and expenses not to exceed $66,000, to be billed on a time-and-materials basis. MRW proposes to provide monthly detailed invoices. The following hourly billing rates will apply. Key Personnel Fulmer Principal $330 Howarth _ Principal __ ---- - --—$330.._ --- — Casas Senior Consultant $230 Bencomo-Jasso Senior Associate $224 Additional Personnel who may contribute Neal Senior Project Manager $299 Charles Senior Project Manager _ $252 Associate $167 B. Travel. Charges for time during travel are not reimbursable C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: 1 Exhibit B A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing. by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B i PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MRW &ASSOCIATES, LLC FOR COMMUNITY CHOICE ENERGY FEASIBILITY STUDY Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance.....................................................................................2 4 Compensation..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless .........................................................................................................3 9 Professional Liability Insurance.............................................................................5 10 Certificate of Insurance............................................................................................6 11 Independent Contractor............................................................................................7 12 Termination of Agreement.......................................................................................7 13 Assignment and Delegation......................................................................................7 14 Copyrights/Patents...................................................................................................8 15 City Employees and Officials..................................................................................8 16 Notices.........................................................................................8 17 Consent ....................................................................................................................9 18 Modification....................................................:...................................I....................9 19 Section Headings .....................................................................................................9 20 Interpretation of this Agreement..............................................................................90 21 Duplicate Original.................................................................................................... 22 Immigration...............................................................................................................10 23 Legal Services Subcontracting Prohibited................................................................10 24 Attorney's Fees..........................................................................................................11 25 Survival.................................................................................................................I...11 26 Governing Law.........................................................................................................11 27 Signatories.................................................................................................................11 28 Entirety......................................................................................................................11 29 Effective Date.................................................................................12 OP ID: MB ACORO DATE(M MIDD(YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/05/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). PRODUCER CONTACT NAME: Pennbrook Insurance Services PHONE FAX License#0622553 ac No Ext-_ A/c No): 142 Sansome Street,4th Floor E-MAIL San Francisco,CA 94104 ADDRESS: PRODUCER MRW-A-1 Maribeth Salguero-Chang CUSTOMER I r: _ INSURERS AFFORDING COVERAGE NAIC S _ INSURED MRW&Associates, LLC INSURER A:Sentinel InsuranceCo,LTO 11000 _ MRW&Associates, Inc. INSURER B:Allied World Surplus Unes 24319 1736 Franklin St., Ste.700 Oakland,CA 94612 INSURER C:Hartford Property&Casualty 34690 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLTYPE OF INSURANCE INSR SUB POLICY NUMBER MM PO ICY EFF POLICY EXP LTR /DD/YYW MMIDD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY X X 57SBALA7763 04/21/2020 04/21/2021 PREMISES Ea occurrence $ 1,000,00 CLAIMS-MADE X1 OCCUR MED EXP(Any one person) $ 10,00 B X E&OIclalms made 03047322 06/01/2020 06/01/2021 PERSONAL&ADV INJURY $ 1,000,00 X RD 6124/05 GENERALAGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,00 X POLICY PRO- LOC E&C $ $3M/$3M AUTOMOBILE LIABILITY X X COMBINED SINGLE LIMIT $ 1'000,00 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE A X HIRED AUTOS 57SBALA7763 04/21/2020 04/21/2021 (PER ACCIDENT) $ X NON-OWNEDAUTOS _ $ $ UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,00 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,00 A X X 57SBALA7763 04/21/2020 04/21/2021 DEDUCTIBLE $ X RETENTION $ 10,000 $ WORKERS COMPENSATION X I WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN T RY LIMITSR C ANY PROPRIETOR/PARTNER/EXECUTIVE 5TWECAASM63 01/01/2020 01/01/2021 E.L.EACH ACCIDENT $ 1,000,00 OFFICER/MEMBER EXCLUDED? ❑ N I A X (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,00 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,00 A Business Property 57SBALA7763 04/21/2020 04/21/2021 Lim./Spec 230,30 Repl.cost/Special SUPER STRETCH ENDORSEMENT A ���IT AS TO FORM 250 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) City of Huntington Beach is additional insured with respects to the named B insured's business operations through written contract,This insurance is y' primary and non-contributory. 30 days canncellation notice applies. 10 days HA E.GATES notice Tor non-payment of premium. CITY ATTORNEY MLQf UNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION HUNTIN- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach Travis Hopkins 2000 Main St, PO Box 190 AUTHORIZED REPRESENTATIVE Huntington Beach, CA 92648 w(; anq ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD toy it BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us"and"our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an "occurrence" that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL "coverage territory"; AND ADVERTISING INJURY) Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the"bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit"that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an"occurrence"or claim: (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage" only if: injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005,The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury"or"property damage';or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit' medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability (b) You are not engaged in the Coverage for"bodily injury"applies. We business or occupation of providing do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to (2) For the purpose of determining the release attachments, but only for bond amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the"suit'. accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same"insured contract"; and necessary litigation expenses as Supplementary Payments ends when: (4) The allegations in the "suit" and the information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph(6)above,are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the"suit"; from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the"suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with 1 "Bodilyinjury"or"property damage";or respect to coordinating other ( ) l ry g ' applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (1) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage"or (ii) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such"suit". absence of the contract or agreement;or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or"property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1) above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract', reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same"insured contract", and (1) "Bodily injury", "property damage" or "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury"if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol;or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages. the building's occupants or their guests; This exclusion applies only if you are in the (ii) "Bodily injury" or "property business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or location (1) An "employee" of the insured arising is not and never was owned or out of and in the course of: occupied by, or rented or loaned to, any insured, other (a) Employment by the insured; or than that additional insured;or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor;or as waste by or for: (iii) "Bodily injury" or "property (1) Any insured; or damage" arising out of heat, or (ii) Any person or organization for smoke re fumes from a fire whom you may be legally "hostile , or responsible; (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on behalf are operations if the operations are to any insured's performing operations if the test for, monitor, clean up, remove, " ofor ntg are rats ht on or to contain, treat, detoxify or neutralize, p g or in any way respond to, or assess the premises, site or location in the effects of,"pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants";or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment"or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft,Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes I. War operation and"loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused,arising,directly or indirectly,out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or defending against an actual or damage" involved the ownership, maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; 1• Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, contingent or on any other basis. grooming; h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment' products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not including ear Section D.- Limits Of Insurance. piercing); (b) Tattooing, including but not limited Paragraph (2) of this exclusion does not apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs(3) and (4)of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3) and (4)of this exclusion do Paragraphs(4) and(5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A.-Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to"property damage" included in the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work"; or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your advertisement'; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement"; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images;or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or part but for the"asbestos hazard"; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an"asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury"to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury"to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs(a), (b), or(c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the"asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured,except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your executive officers (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 06 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", (2) "Personal and advertising injury" any partner or member (if you are a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any 'occurrence" which takes (b) "Bodily injury" or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, . surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 06 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. —Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured, with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately property damage' included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 16 of 24 MRW & Associates, LLC Response to Request for Information for a Community Choice Energy Feasibility Study Submitted to City of Huntington Beach, California mplim ..gf MRW & Associates, LLC 1736 Franklin Street, Suite 700 Oakland, CA 94612 Tel: (510) 834-1999 Contact: Mark Fulmer 510-834-1999, ext. 240 mef@mrwassoc.com October 18, 2019 Response to Huntington Beach RFI Table of Contents Tableof Contents...................................................................................................................i VendorApplication Form.......................................................................................................1 CoverLetter ..........................................................................................................................3 1. Project Background and Summary ..................................................................................4 2. Methodology..................................................................................................................6 A. Description of Project Plan ..........................................................................................6 B. Scope of Work.............................................................................................................6 C. Orange County CCE Consortium Formation..................................................................9 D. California Public Utilities Commission CCE Implementation Plan Requirements ...........9 E. Project Management Plan and Coordination with City Staff.........................................9 F. Schedule of Milestones,Associated Deliverables, and Payments ............................... 10 4. MRW Qualifications...................................................................................................... 12 A. MRW Background ..................................................................................................... 12 B. MRW References....................................................................................................... 16 C. MRW Staff................................................................................................................ 19 5. Fee Information............................................................................................................ 21 A. Fixed Price Quote...................................................................................................... 21 B. Billing Rates for All Personnel.................................................................................... 21 C. Personnel Hours and Delivery.................................................................................... 21 AppendixA: Resumes......................................................................................................... 22 MRW&Associates, LLC REQUEST FOR PROPOSAL VENDOR APPLICATION FORM TYPE OF APPLICANT: ❑■ NEW ❑ CURRENT VENDOR Legal Contractual Name of Corporation: MRW & Associates, LLC Contact Person for Agreement: Mark Fulmer Corporate Mailing Address: 1736 Franklin Street, Suite 700 City, State and Zip Code: Oakland, CA 94612 E-Mail Address: mef@mrwassoc.com Phone: 510-834-1999 Fax: 510-834-0918 Contact Person for Proposals: Mark Fulmer Title:Principal E-Mail Address: mef@mrwassoc.eom Business Telephone: 510-834-1999 Business Fax: 510-834-0918 Is your business: (check one) ❑ NON PROFIT CORPORATION ❑■ FOR PROFIT CORPORATION Is your business: (check one) ■❑ CORPORATION ❑ LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL ❑ SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑ UNINCORPORATED ASSOCIATION 1 of 2 Names & Titles of Corporate Board Members (Also list Names &Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Mark Fulmer President 510-834-1999 David Howarth CFO 510-834-1999 Federal Tax Identification Number: 26-4500748 City of Huntington Beach Business License Number: (If none, you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date: 2 of 2 Response to Huntington Beach RFI 1736 FRANKLIN STREET TEL 510.834.1999 SUITE 700 FAx 510.834.0918 OAKLAND, CALIFORNIA mrw@mrwassoc.com 94612 MnW October 18, 2019 City of Huntington Beach Via PlanetBid To Whom It May Concern, MRW & Associates, LLC, (MRW) is proud to offer this response to the City of Huntington Beach's Request for Information (RFI) seeking a Community Choice Energy (CCE) Feasibility Study. MRW's proposal follows the response structure requested in the RFI: Section 1. Project Background and Summary.This section describes MRW's understanding of the City, the work requested by the City, and the objectives to be accomplished by this work Section 2. Methodology.This section describes MRW's recommended approach to complete the Feasibility Study. Section 3. Qualifications. This section provides references and describes MRW's work on similar projects and the key personnel MRW anticipates assigning to the project. Section 4. Fee Information. This section presents MRW's price quote and hourly billing rates. The MRW team is committed to providing the City of Huntington Beach with independent, impartial analysis. MRW has not performed business for any Investor Owned Utility (IOU) in the last 17 years, nor has it ever performed work for Southern California Edison. MRW has conducted no business on behalf of the IOUs since the inception of CCE within California. MRW has performed numerous CCE analyses, not all of which have shown CCEs to be financially viable. The pricing proposed in MRW's response to the RFI will remain valid for a minimum period of 180 days from the date of submission to the City. I look forward to hearing from you and welcome the opportunity to work with you on this exciting project. Best Regards, MRW& Associates, LLC 3 Response to Huntington Beach RFI 1. Project Background and Summary MRW is pleased to respond to the City's RFI regarding a CCE feasibility study. MRW is familiar with the City's long-standing commitment to sustainability, energy efficiency, and renewable energy technology. With many CCEs already operating or in the process of coming online across the State of California, it is logical for the City to evaluate whether forming a CCE is an appropriate vehicle to pursue its future sustainability and economic goals. MRW has deep experience with CCE formation, operation, and regulatory issues in California and looks forward to assisting the City in its evaluation. The City's RFI seeks an evaluation of whether implementation of a CCE program makes economic sense and will achieve the City's local objectives.This evaluation follows up on the City's initial inquiry into CCE in 2017, which was tabled for future consideration (now). Ultimately, this evaluation will turn on whether operating a CCE program subject to constraints for economic savings and/or local energy programs is financially feasible. Assessing the financial feasibility of CCE formation relies on analysis of loads that the CCE would serve, the rates offered by the incumbent investor-owned utility (i.e. SCE) that the CCE must compete against, the cost to the CCE of buying power, and other startup and operating costs to the CCE. MRW generally understands that the City would like to understand the nature of the loads in several specific customer groups within its potential CCE service area, the current electricity costs for those loads under SCE's electric rates, the financial feasibility of serving this load through a CCE, and the opportunities for partnering with other entities to offer CCE service. The RFI expresses interest in both overall CCE-related cost savings as well as savings for the specific customer groups to be examined in the initial load analysis. In addition, MRW understands that the RFI requires specific information regarding project management approach, project schedule, strategies to ensure client satisfaction, and requirements for City staff support. The project laid out in the RFI is complex in that it contains a number of components that all impact the estimated community savings due to CCE implementation. Understanding the interrelationships of all the components and using consistent and coherent assumptions throughout are critical to delivering a quality work product. For example, a critical component is that the wholesale power market and price assumptions are consistent between the CCE and SCE. While there are reasons that one might have lower or higher costs than the other for a particular product (e.g., CCEs can use tax-free debt to finance generation projects while the utilities cannot), both will participate in the wider western US gas and power markets and therefore will be subject to the same underlying market forces.To decouple these assumptions, such as simply escalating utility rates while deriving the CCE rates using a bottoms-up approach, will result in erroneous results. Beyond the core load and SCE rate analysis, there are other significant factors to consider as well. The parameters that constrain the CCE's supply portfolio (e.g. specific renewable MRW&Associates, LLC 4 Response to Huntington Beach RFI technology preferences or preferences to exclude unbundled renewable energy credits (unbundled RECs)) will in turn impact the CCE's energy supply costs. Additional factors such as staffing size, CCE bond requirements, and SCE surcharges (e.g. the Power Charge Indifference Adjustment (PCIA)) all impact the CCE program's costs. A litany of market and policy related risks must also be weighed to assess the lasting feasibility of the potential CCE program. MRW is aware that the City's 2017 General Plan Update included greenhouse gas reduction strategies, including CCE formation and other energy-related efforts.'This feasibility study would be an opportune time for the City to examine greenhouse gas reduction targets for the CCE through analysis of energy supply options and their impact on the savings analysis. As discussed in detail in Section 3, MRW is able to incorporate multiple energy supply scenarios and can customize the energy supply portfolios used to reflect specific resource procurement or greenhouse gas reduction targets that the City may have. Furthermore, MRW is aware that the City has already taken measures to pursue clean energy opportunities that it may wish to integrate into a City CCE's planning activities. For example, both the City's Property Assessed Clean Energy (PACE) program and its Advanced Energy Community project may directly inform the City's plans to offer energy efficiency and/or local clean energy generation opportunities through its CCE. MRW is able to incorporate specific City plans or projections regarding these resources into its feasibility analysis. While the RFI requests a comparison between SCE rates and market prices to determine potential CCE savings, MRW strongly recommends that the City consider the additional factors described above in a pro forma financial analysis based on MRW's prior experiences with CCE implementation in California. The Section 3 below discusses MRW's proposed approach to this analysis in detail. ' https://www.huntingtonbeachca.gov/files/users/planning/HB-GPU Adopted-October-2017.pdf and htt ps://www.hu nti ngton beachca.gov/files/users/pla nn i ng/Vo lu me-I I I-Append ix-G-G H G- ReductionProgram.pdf MRW&Associates, LLC 5 Response to Huntington Beach RFI 2. Methodology A. Description of Project Plan MRW proposes to perform the work requested by the City as described in the subsections below. MRW proposes to prepare a report describing the data, analytical approaches, and results used in assessing the City's electric loads and potential CCE savings, along with the requested discussion of potential CCE partnerships and list of CPUC CCE Implementation Plan filing requirements. B. Scope of Work 1. load Study and Forecast Per the RFI, MRW will analyze monthly customer load data with the City of Huntington Beach as provided by Southern California Edison (SCE). The first step is acquiring the data.This requires the Mayor or City Manager to formally request the data. SCE typically takes 4 to 8 weeks to respond.Therefore, MRW recommends that this request be made as soon as possible, before the City retains a consult, so that MRW or the selected consultant can begin work upon execution of the contract. MRW can assist, if needed, with drafting the data request, pro bono. SCE will provide data by rate class only; it does not provide data on individual customers or "customer types." Therefore, MRW will work with the City to estimate or acquire load data for detailed market segments such as City facilities, other governmental facilities, and hospitals. MRW assumes that the City has information on its own loads. While SCE provides a mechanism for 3rd parties such as MRW or the City to access loads for other customers, MRW has found it to be cumbersome and not likely to be useful. Other options would be to estimate the usage based on other metrics such as typical energy use by square foot of space or building type. The load study will translate the retail loads into an aggregate load profile for the CCE which the energy supply portfolio must serve. Because MRW expects SCE to only provide monthly load data, MRW will have to rely on SCE's class-average hourly load profiles, which will be aggregated into an overall CCE load profile. Next, MRW will develop a load forecast based on the load data provided by SCE. MRW will forecast growth rates based on the California Energy Commission's annual electric demand forecast. Additionally, MRW will coordinate with the City Planning Department to acquire any city-specific growth projections or economic activity forecasts that might exist. MRW can also work with City staff to incorporate specific energy efficiency or customer-sited distributed generation targets or projections the City has developed. MRW will also account for loads associated with direct access customers, as well as include an input to explore the changes in load with differing CCE opt-out percentages. MRW&Associates, LLC 6 Response to Huntington Beach RFI This load analysis feeds into the rest of the project in two ways: first, it provides the customer base over which all the CCE's costs must be collected.That is, one needs to know the sales estimates in order to develop a CCE rate. Second, the load analysis is the foundation upon which the supply scenarios are built. It specifies when power will be needed so that the unique output characteristics of renewable generating supplies—and other supplies—can be best used to meet the CCE's load. 2. Economic Analysis of Huntington Beach Electric Usage Once the City's electric loads have been broken out into specific categories in the load study and analysis, it is a straightforward exercise to provide economic analysis of those loads under SCE's electric rates. Specifically, MRW proposes to analyze energy costs associated with each category of load based on SCE's currently applicable rates. However, SCE's rates are far from static; they change at least once a year, if not two or three times. As part of the economic analysis, MRW will apply the loads developed in the prior task to a 10-year forecast of SCE rates so as to not only provide a right-now snapshot but an understanding of how they electricity costs are likely to change over the next decade. 3. Savings Analysis of City of Huntington Beach CCE Electric Service Compared to SCE Electric Service MRW proposes to estimate the overall customer savings to City CCE customers compared to SCE electric service as described in detail in the subsections below, which separately address 1) analysis of energy supplies, 2) rate analysis and comparison of SCE and CCE forecasted rates, and 3) pro forma financial analysis to derive annual CCE cash flow year-by-year(over the course of five-and ten-year terms), which will provide the best indication of the savings to customers that the CCE can sustainably provide. a) CCE Energy Supplies The City has not specified particular energy supply portfolios, such as renewable energy targets, that it would like included in the requested rate comparison and savings analysis. MRW typically conducts two or more scenarios for potential CCEs to allow for comparison of meeting or exceeding the incumbent investor-owned utility's renewable percentage.To the extent that the City would like to develop scenarios specific to the greenhouse gas reduction targets discussed in the City's 2017 General Plan Update, MRW can work with the City to develop appropriate energy supply portfolios and would be able to incorporate one or more such scenarios into its modeling. For the City, MRW proposes to, at a minimum, analyze two options so that the City can compare the likely minimum and maximum renewable energy percentages that the City could pursue: one consistent with SCE's current RIPS content, and one where the City could achieve 100% renewable energy content by 2035. b) Rate Analysis and Comparison The CCE and SCE rate forecasts are critical in assessing the CCE's financial feasibility. MRW has significant expertise in rate forecasting and will build on previously developed in-house rate models to forecast in detail rates for the CCE and comparable SCE rates in five-and ten-year timeframes. MRW&Associates, LLC 7 Response to Huntington Beach RFI The MRW team will forecast SCE's rates in a bottoms-up fashion, using assumptions consistent with those used to derive the CCE rates. MRW's rate model provides year-by-year rate changes for up to 30 years, reflecting changes in wholesale power markets, changes in renewable power costs, and SCE's supply portfolio. We account for SCE's actual power supply portfolio, explicitly modeling the utility's portfolio of renewable, gas-fired, hydroelectric and nuclear resources. Various scenarios with differing cost elements can be considered, such as higher or lower natural gas prices, varying hydroelectric output, and rate restructuring. Using the past decade's worth of SCE tariffs, MRW will assess the City's viability to withstand longer term economic downturns. A particularly challenging element to forecast is the Power Charge Indifference Amount (PCIA) that SCE charges to all CCE customers. While the RFI suggests a "rough estimate" of the PCIA, MRW recommends a bit deeper analysis. The PCIA is a function of market prices and SCE's procurement portfolio, both of which MRW explicitly models. Linking the PCIA to the other assumptions in analysis—such as the market prices—is critical to having sound picture of the economic viability of the CCE. The PCIA is built into the MRW forecasting models and including this more detailed analysis does not increase MRW's bid. Mr. Fulmer, who will head MRW's team, is one of California's primary experts on these matters and has been involved with the development of exit fees since their inception in 2002. In addition, Ms. Casas at MRW regularly provides PCIA forecasts to clients. c) Pro Forma Analysis The pro forma model is the heart of the economic analysis. It uses the costs from the supply analyses and CCE operational assumptions to derive the annual cash flow, from which the CCE rates are derived. Without knowing the cost to operate the CCE—beyond the simple cost of market power—a meaningful economic comparison to SCE's rates cannot be made. Beyond the power costs, the MRW CCE pro forma model includes the cost of compliance with State renewable and resource adequacy requirements, CCE costs such as startup costs (e.g. loans made to the CCE by city agencies), cost of capital, administrative and general operational costs, costs associated with uncollected accounts, and the development of cash reserves. MRW will use its pro forma model to analyze the economic feasibility of a CCE in Huntington Beach.The pro forma will show year-by-year cash flows over the course of five and ten years. The model shows expenses to the CCE (broken down by cost category) and total average cost per kilowatt-hour provided. MRW will use known and predictable cost of service variables and examine the impacts of customer phase-in over time. The MRW model is built to allow for analysis of the financial feasibility subject to a series of sensitivity analyses. At the City's option, MRW will examine key sensitivities to develop several possible cases that demonstrate the range of likely results of the analysis. MRW& Associates, LLC 8 Response to Huntington Beach RFI C. Orange County CCE Consortium Formation The City has requested a synopsis of available options for cooperating with other municipalities in implementing CCE service, such as partnering with other municipalities in a CCE consortium. In coordination with City Staff, MRW will help the City understand the options for and implications of implementing a CCE via a county-wide consortium. We believe that good model to look to for such a consortium is the California Choice Energy Authority (CCEA). CCEA has been described as a "JPA-light," wherein member cities can set their own rates and policies but rely upon CCEA for many administrative activities, such as billing, procurement, regulatory advocacy and compliance. CCEA is administered by the City of Lancaster—the first CCE entity in SCE's service territory—and has found a niche serving smaller communities desiring in CCE but lacking the staffing to fully operate a CCE program. While Huntington Beach is large enough to form its own city-enterprise based CCE,joining with neighboring Orange County cities (or perhaps even Orange County itself) may provide economic or other benefits. MRW will provide information regarding potential CCE governance structures, including operation by individual one or more individual jurisdictions, by independent regions, collectively by a consortium, and by a third-party administrator. D. California Public Utilities Commission CCE Implementation Plan Requirements MRW has experience with the CPUC CCE Implementation Plan requirements and will provide a summary of relevant information and requirements to the City. MRW's analysis of potential CCE financial savings for the City of Huntington Beach will include forecasted PCIA charges, consistent with the RFI's request for an estimate of PCIA charges. MRW will present PCIA charges as a standalone item in addition to integrating the charges into the savings analysis. E. Project Management Plan and Coordination with City Staff Mr. Fulmer will be the overall project manager and primary point of contact of the City. From MRW, Mr. Howarth will lead the power portfolio scenario construction and assessment and Ms. Casas will lead the rate and pro forma modeling. MRW envisions an initial kick-off meeting with City Staff and any designated stakeholders. At that meeting, MRW will present its anticipated work schedule, data needs, and communication paths. This will allow MRW and the City to identify appropriate staff members for follow up and further discussion regarding data needs and policy-related feedback. Based on the outcome of that meeting, MRW will prepare a detailed schedule of intermediate deliverables culminating in the Final Report, in addition to the milestones and deliverables discussed below. Specific areas where MRW is likely to require City staff support include: 1) in obtaining relevant load data from SCE and obtaining data from SCE, the City, or other entities (e.g. hospitals) about MRW&Associates, LLC 9 Response to Huntington Beach RFI the specific loads for which the City has requested analysis; 2) specific energy supply options desired by the City; 3) City plans to enact energy efficiency or distributed generation programs; and 4) City forecasts of economic activity during the study period and/or other economic data that would inform MRW's load analysis. MRW also recommends weekly or biweekly status calls/webinars between MRW and City Staff. In those calls, MRW would update City Staff on the task status, provide interim work products, and allow for course corrections to best meet the evolving needs of the City.This process will ensure that MRW satisfies the City's needs and performs the requested Scope of Work in accordance with the City's expectations. Even outside of these structured calls, MRW staff will be available to respond to questions via telephone, email or, if needed, in person in Huntington Beach to ensure client satisfaction. MRW proposes three on-site meetings and presentations with City Staff, the City Council (or other decision makers), and other stakeholders. Based on prior experience, MRW recommends the following: Meeting 1: Kickoff meeting with City Staff to finalize the project plan. Meeting 2: MRW would present its draft results to City Staff for questions and comments.This would allow MRW to incorporate comments from the Staff or other stakeholders into the final report and business plan. Meeting 3: MRW would present its final results to the City Council during a Study Session. F. Schedule of Milestones, Associated Deliverables, and Payments MRW's anticipated schedule for the tasks and deliverables are shown in Figure 1, below. Meetings and the anticipated dates of those meetings are shown in orange. MRW recommends that the three meetings be held on December 2 (Kickoff meeting); February 18 (presentation of draft results); and March 10 (presentation of final results). Anticipated task competition dates consistent with the figure below are shown in the last column of Table 2 on page 19. MRW&Associates, LLC 10 Response to Huntington Beach RFI Figure 1. Anticipated Project Schedule and Deliverables Weeks From Kickoff(Assumed December 2,2019) 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Kickoff Meeting l Load Analysis EMEMEMOO1 i i I I i I I Economic Analysisof Huntington Beach Electric... I I .___.........._.....;. I I I I I I I ._._..................__..;.... ......f.._......__.{......._.........__........,1,...... . .._......_.f......._._....t,.._.......y_........._;..,.__._,..f.._....._..*...,..,__.i....._....,...t Analysis of Energy Supplies I I I I I i I I i SCE Rate Analysis and Comparison Pro Forma CCE Financial Analysis E E E I I E I E I Governance Structure Synopsis and Cost... I E I E I E E 1 I E I Draft Report on Study Results ( I E I I E E I I E I _............_.._..v..........._.._..w...._....... __........-._........._......._...._....._......_........ ee..........._-t......_......_.._._....._......... .. DELIVERABLE Draft Reportto City City Reviews Draft Report I I i I I i I I E I RON"" I E I Revise Report .........._._.......I i I __.......�....,._...,.... ......_.....a......._._...,._.........._.._..........,......_....... ....... . .I.........�.....� DELIVERABLE final Report to City Support Community Engagement MRW& Associates, LLC 11 Response to Huntington Beach RFI 4. MRW Qualifications A. MRW Background MRW is internationally recognized for its broad expertise in electric power and fuel markets. We combine an in-depth knowledge of these markets with rigorous economic and technical analysis to help our clients assess market opportunities, develop business strategies, and address regulatory issues. MRW offers its clients a comprehensive portfolio of consulting services in the areas of power market analysis, regulatory and litigation support, natural gas market analysis, and retail market support. Because we maintain a singular focus on the energy industry, our industry expertise is both deeper and broader than many other consulting firms. We understand the strategic implications of evolving regulatory models, emerging technologies, and changing market dynamics and we put this knowledge to use to serve our clients' interests. Practical research, qualitative and quantitative analysis, and industry expertise underpin all of MRW's work and ensure that our client recommendations are sound. Established in Oakland, California, in 1986, MRW has built a solid reputation for delivering local insights on power and fuel markets in the western United States and successful intervention in legislative and regulatory proceedings on clients' behalf. MRW continues to deliver high-quality market insights, analysis, and client support on a national and international level. The company has undertaken engagements in more than 20 different states, including nearly every state in the western United States.The company maintains a strong focus on California markets and regulatory structures. The location of the company office in Oakland, California, facilitates our active participation in proceedings at the CPUC, the California Energy Commission (CEC), and the California Independent System Operator (CAISO). MRW's client base includes municipalities, consumer advocates, major financial institutions, private power developers, power marketers, Fortune 500 industrial companies, commercial end-users, natural gas pipelines and storage service providers, regulatory agencies, and other strategic players in the energy sector. MRW's team of professionals includes specialists in renewable energy, power market modeling, financial analysis, regulatory processes, utility rate design, legislative analysis, commodity procurement, energy use analysis, contract negotiations, transmission planning and pricing, and strategic planning. As discussed in greater detail below, MRW has been deeply involved in the development of CCEs in California. Table 1, below, shows the cities and counties MRW has advised on joining or forming a CCE. The table highlights MRW's, primarily Mr. Fulmer's, experience presenting results and options to local decision makers and the impacted communities. MRW&Associates, LLC 12 Response to Huntington Beach RFI Table 1. MRW CCE Formation Experience Presentations to Decision Presentationsto ProductsClient CCE • City of Long Feasibility Beach ; TBD Risk Analysis Q Implementation j City of San Plan SDRCCEA Diego Business Plan -_- Peer Review City of Corona TBD Feasibility Risk Analysis City of Org. Options Palmdale CCEA Risk Analysis Q Feasibility Contra Costa I Co. MCE Org. Options j Risk Analysis j Alameda Feasibility County EBCE Org. Options Risk Analysis Santa Barbara Multiple and Peer Review Risk County ongoing Analysis CleanPowerSF CleanPowerSF Business Plan 0 Santa Clara SVCE Peer Review Risk 0 County Analysis San Mateo Peer Review Risk County PCE Analysis Santa Cruz MBCE Peer Review Risk County Analysis Sonoma County SCP Peer Review Risk Analysis City of Benicia MCE Peer Review RiskAnalysis City of MCE Peer Review Risk Richmond Analysis Marin County Cities of: Novato, San Peer review Rafael, Ross MCE Risk Analysis Sausalito, Larkspur, San Anselmo MRW& Associates, LLC 13 Response to Huntington Beach RFI 1. MRW Knows CCE Issues MRW has been working on CCE issues since they were authorized by the California State Legislature in 2002. MRW staff, including Mr. Fulmer, were key witnesses at the CPUC regarding the rules of conduct that govern the relationships between the CCE, the host utility and the CPUC. MRW has two ongoing CCE-related projects in Southern California.The first is with MRW's long- term client, the City of San Diego. For San Diego, MRW drafted a CCE Business Plan. For the newly-formed San Diego Regional Community Choice Energy Authority (SDRCCEA), MRW is providing input into the selection of key vendors such as the recently-released RFP for financial services; is monitoring and advising on CCE-related activities at the CPUC (including SDG&E's General Rate Case and the ongoing PCIA Rulemaking); and is on the team drafting SDRCCEA's Implementation Plan. MRW is also currently working with the City of Long Beach on its CCE feasibility study.This work addresses Long Beach's unique customer mix(significantly more large industrial customers than the typical CCE), assess the scope of possible in-city solar development, quantities the economic and employment implications of CCE, and lays out in greater detail than has been seen in other feasibility plans the risks that the City might face with CCE formation, along with ways that those risks can be addressed. Going back to the beginning, in late 2008, MRW conducted an independent review of the reports and documents associated with Marin County's CCE efforts.This review focused on the 2008 "Marin CCA Business Plan," an expert's professional peer review of the plan, PG&E's comments on the plan, and responses to the peer review and comments. MRW's analysis and review concentrated on two main areas: the critical factors that would lead to a financially viable CCE program, and the major risk factors that would affect potential participants in the CCE. In late 2009, Marin County and city/town managers again retained MRW to review the draft service agreements that MEA was proposing to enter into with Shell Energy North America. This review concentrated on identifying the risks to MEA, the cities, the towns, and the County that were not sufficiently addressed in the MEA-Shell agreement. MRW provided suggested changes and amendments to the agreements to mitigate those risks. Many of MRW's suggestions were subsequently incorporated into the final contract. In 2011, MRW worked with Sonoma County Water Agency as it assessed the feasibility of forming a CCE. MRW's role was to provide a due diligence review of the financial, rate and power procurement assumptions and analysis of their draft feasibility study. MRW found that the general approach used to examine the feasibility of a CCE was sound and all major cost components were addressed. However, MRW found that the manner in which the results were presented, while not unreasonable, tended to be more favorable toward CCE formation and the risks and downsides of CCE formation were not highlighted. MRW also found that some of the MRW&Associates, LLC 14 Response to Huntington Beach RFI results were presented in a way so as to minimize the appearance of cost differences between the CCE and PG&E. In 2015 and 2016 MRW drafted CCE Technical Studies for Alameda and Contra Costa Counties. These studies answered the same fundamental questions being asked by Huntington Beach: what are the costs, benefits, and risks of CCE formation? MRW responded to questions and comments from numerous stakeholders, as well as city councils in the two counties as well as both Boards of Supervisors. From 2014 through 2017, MRW has continued to provide professional peer reviews and advice to cities and counties considering CCE formation.These include the counties of San Mateo, Santa Cruz, Santa Clara, San Luis Obispo, Santa Barbara,Ventura and the City of San Diego. MRW also continues to be active advocating for CCE positions at the CPUC. Mr. Fulmer provided expert testimony on behalf of the CCE trade association, CaICCA regarding the level of financial security requirements that CCE's should have to provide to the host utility and is actively participating the in the current CPUC proceeding addressing exit fee reform. 2. MRW Knows Renewable Energy Even beyond the analysis and research into renewable power costs and output profiles needed to support the CCE feasibility studies discussed above, MRW regularly works in the renewable energy space. For a large private landholder, MRW examined the solar resource and performance of different solar PV plant configurations (fixed or tracking, flat or tilted). MRW also developed pro forma financial models to provide the client with an indication of potential costs and returns associated with a solar PV project located on its land. MRW also worked with the landholder's attorney to identify key potential fatal flaws in the project. Finally, MRW identified several potential development partners for the landholder. For an Independent Power Producer looking to develop one or more solar PV projects at different locations in California's Central Valley, MRW developed estimates of the solar resource and plant performance for different plant configurations using simulation modeling tools developed by the National Renewable Energy Laboratory. MRW also assisted the developer with translation of generation estimates into revenue estimates. For a large agricultural interest in California's Central Valley, MRW performed a fatal flaw assessment of a potential 1 MW "behind the meter" solar PV project. MRW also identified and helped the client to quantify key project risks. MRW helped the client with identification of experienced project developers/installers in order to minimize construction risk and warranty performance. 3. MRW Understands Resource Planning and Energy Procurement Utility resource planning entails acquiring the right power resources to meet the current and future needs of a utility—or a CCE—in a least-cost fashion, subject to certain constraints. These constraints include limiting rate volatility, meeting state and/or federal requirements, and in MRW&Associates, LLC 15 Response to Huntington Beach RFI the case of CCEs, reflecting the local values of residents and businesses in the CCE area; these values could include increased renewable energy and decreased greenhouse gas (GHG) emissions. MRW has seen resource planning from both sides. As part of CCE contract reviewers for Marin Clean Energy and Sonoma Clean Power, we know the unique positions that new CCEs face when setting resource portfolios for immediate as well as future service. As part of the Alameda CCE Study, MRW crafted resource portfolios for analysis and review. Furthermore, MRW team members have also served clients by reviewing and critiquing California investor-owned utility short-and long-term resource plans, including those of Southern California Edison. Finally, MRW assisted both Desert Clean Energy CCE and an Energy Service Provider (ESP) in preparing and filing Integrated Resource Plans that were approved by the CPUC. 4. MRW Understands Utility Rates and What Drives Them MRW regularly provides clients with short-, medium-, and long-term forecasts of Southern California Edison (SCE) retail rates. These forecasts are performed on a bottoms-up basis and incorporate wholesale gas, power, and GHG emissions coefficients based on power content, SCE rate cases, resource plans, and other regulatory filings so as to best reflect future rates. As such, we are well positioned to accurately forecast SCE rates as well as ensure that the CCE costs are prepared on a consistent basis (i.e., same underlying wholesale market conditions). A particularly challenging element to forecast is the Power Charge Indifference Amount (PCIA or "exit fee") that SCE charges to all CCE and direct access customers.The PCIA value changes from year to year and can vary from nil to over 2 cents per kilowatt-hour (kWh). For example, SCE's PCIA fee for residential customers was-0.015 cents per kWh in 2016, but prior to that the fee was 2.9 cents per kWh in 2011. Mr. Fulmer, who will head MRW's team, is one of California's primary experts on these matters and has been involved with the development of exit fees since their inception in 2002. In addition, Ms. Casas at MRW regularly provides PCIA forecasts to clients. B. MRW References Below are five references for MRW CCE feasibility and implementation plan projects. Client Name: City of Long Beach Contact Person: Tony Foster, Business Operations Manager (562) 570-2015 tony.foster(a),longbeach.gov Services Provided: CCA Technical Study Dates: 2019 (ongoing) MRW, is nearing the end of the preparing a feasibility study for the formation of a CCA in the City of Long Beach. MRW considered such factors as the feasibility and extent of possible local renewable development, multiple generation portfolios, economic and employment impacts, MRW&Associates, LLC 16 Response to Huntington Beach RFI and strategic phase-in of CCA accounts. MRW is scheduled to present the results to the County Board of Supervisors and numerous City Councils. Client Name: Alameda County Contact Person: Bruce Jensen,Alameda County Planning Department (510) 670-5400 bruce.jensen@acgov.org Services Provided: Technical Study for Community Choice Aggregation Dates: 2015-2016 In fourth quarter of 2015 and the first half of 2016, MRW, along with EDR Group, prepared a feasibility study for the formation of a CCA in Alameda County. MRW considered such factors as the feasibility and extent of possible local renewable development, multiple generation portfolios, and energy efficiency. MRW worked with the County's 39-member steering committee to ensure that the diverse community perspectives (e.g., local environmental and business development advocates, labor, local government) were included. MRW presented the results to the County Board of Supervisors and numerous City Councils. The project report can be found at: https://www.acgov.org/cda/planning/cca/documents/Feas- TechAnalysisDRAFT5312016.pdf Client Name: City of San Diego Contact Person: Cody Hooven, Director/Chief Sustainability Officer (619) 236-6563 chooven@sandiego.gov Services Provided: Peer Review of CCA Feasibility Plan Business Plan for Community Choice Aggregation CCA Implementation Plan Dates: November 2017-Present In late 2016, the City of San Diego commissioned a study to understand the feasibility of using a CCA program to assist in meeting its goal of achieving 100% renewable energy city-wide by 2035. In April 2017, the City requested MRW to provide a professional peer review of the Study. MRW found that the Study was detailed and comprehensive but that there were a few reasons for concern with the results of the initial study: • The assumptions for the forecast of SDG&E rates were inconsistent with those used in the forecast of CCA rates because the SDG&E rate forecast was simply an extrapolation of current rates, while the forecast of CCA rates was based on market and operational assumptions; • The initial study did not clearly differentiate between generation rates and delivery rates when comparing SDG&E rates and CCA rates; and MRW&Associates, LLC 17 Response to Huntington Beach RFI • The initial study made overly conservative assumptions about contributions to reserve funds. In 2018, MRW supported the City in its review of SDG&E's proposal to supply the City with a 100% renewable energy option for the residents and businesses in the City. Also, in 2018, MRW prepared the Draft CCA Business Plan for the City of San Diego. This Business Plan provided a framework to the City for moving forward with CCA formation. The Peer Review of the CCA Feasibility Study can be found at: https://www.sandiego.gov/sites/default/files/final cca feasibility study peer review 040617 pub feb 22 2018.pdf The Peer Review of the SDG&E Proposal can be found at: https://www.sandiego.gov/sites/default/files/final review of sdge proposal 2018-03- 15 O.pdf The CCA Business Plan can be found at: https://www.sandiego.gov/sites/default/files/draft final cca business plan city of san dies o october 2018.pdf Client Name: County of Contra Costa Contact Person: Jason Crapo, Deputy Director Conservation and Development (925) 674-7722 Jason.Crapo@dcd.cccounty.us Services Provided: CCA Technical Study Dates: 2016 In 2016, MRW prepared a feasibility study for the formation of a CCA in Contra Costa County. MRW considered such factors as the feasibility and extent of possible local renewable development, multiple generation portfolios, and energy efficiency. In addition, MRW also laid out the benefits and drawbacks of not only forming their own CCA but joining with Marin Clean Energy (MCE) or East Bay Clean Energy (the CCA being formed in neighboring Alameda County). MRW presented the results to the County Board of Supervisors and numerous City Councils. The project report can be found at: http://www.cccounty.us/DocumentCenter/View/43588 MRW& Associates, LLC 18 Response to Huntington Beach RFI Client Name: Clean Power San Francisco Contact Person: Mike Hyams (415) 554-1590 mhyams@sfwater.org Services Provided: CleanPowerSF Business Plan Dates: 2015 In December 2015, MRW assisted CleanPowerSF in drafting its Business Plan.The plan addressed such factors as CleanPowerSF's program goals, risk management strategies, operations, financial structure and management, and performance reporting and policy metrics. C. MRW Staff Below is a brief description of the key members of the MRW team. Resumes for all personnel likely to work on this project are attached as Appendix A. Mark Fulmer is a Principal and partner at MRW with over 25 years of experience in the energy industry. Much of this work has been in the regulatory arena, advising customers, trade groups, .municipalities, utilities, and state public utility commissions on resource planning, energy efficiency, and rate matters. He has submitted testimony before the Federal Energy Regulatory Commission and utility commissions in Arizona, California, Hawaii, Pennsylvania, Rhode Island, and Washington, as well as supporting testimony in ten other states and Canadian provinces. With respect to CCE matters, Mr. Fulmer was the lead author of the CCE feasibility assessment in San Diego Gas & Electric Southern service area and contributed to the peer reviews of the CCE feasibility studies for Marin, Berkeley, Oakland, Emeryville, and the Kings River Conservation District. Mr. Fulmer was also the principal investigator for risk assessments performed by MRW on behalf of several cities considering participation in the Marin Clean Energy CCA program. He also served as an expert witness before the CPUC on behalf of the City and County of San Francisco on CCE matters, including the rules under which CCEs would operate, and the fees that IOUs would be allowed to charge CCEs for the various services the utility would have to provide. Mr. Fulmer was also one of three witnesses sponsored jointly by the MEA, the City and County of San Francisco, and the DA parties in the CPUC proceeding addressing the correct calculation of the Cost Responsibility Surcharge for departing load (CCE and DA) customers. Most recently, Mr. Fulmer sponsored testimony on behalf of the City of Lancaster concerning the fees that Southern California Edison proposes to charge CCEs for the various services the utility would have to provide. Mr. Fulmer holds a master's degree in engineering from Princeton University, where he conducted graduate research at the Center for Energy and Environmental Studies, and a bachelor's degree in engineering from the University of California, Irvine. MRW&Associates, LLC 19 Response to Huntington Beach RFI David Howarth is a Principal and partner at MRW with 25 years of experience in the energy industry. Mr. Howarth specializes in quantitative and qualitative analysis of energy economics, policy, and technology issues. Clients include energy project developers, owners, lenders, public agencies, and end-users. His current focus is on utility procurement issues and energy project development. He is an expert on renewable energy policy and has worked with a number of renewable energy project developers in the western states and Hawaii, providing analytical support to their development efforts. Activities have included construction of pro forma financial models, bid support for utility Request for Offers, and analysis of qualifying facilities energy pricing for existing projects. He has also worked with customers and distributed generation suppliers to analyze supply options and utility bill impacts. Mr. Howarth holds a master's degree in energy and resources from the University of California, Berkeley, and a bachelor's degree in economics and biology from Wesleyan University. Anna Casas Llopart is a Senior Consultant at MRW. Ms. Casas Llopart provides modeling support for MRW's team. Her work focuses on researching and analyzing energy data and related policy, with an emphasis on California electricity markets. She develops MRW's forecasts and analyses pertaining to electricity rates, rate design, and other energy matters. She also develops expert testimony for regulatory proceedings and litigation. Prior to her work at MRW, Ms. Casas Llopart worked for Nexus Energia, an Electricity Service Provider (ESP) based in Spain.There she created analytical models to forecast production for renewable technologies, customer energy demand, and spot market prices, modeled cost of electricity procurement and generation, managed scheduling and settlements, and developed and implemented new technology to optimize billing operations. Carlo Bencomo-Jasso is a Senior Associate at MRW. Mr. Bencomo-Jasso work focuses on data analysis and policy research. Prior to joining MRW, Mr. Bencomo-Jasso worked for consulting firms specializing in energy and economics. His previous work experiences include load forecasting, capacity market modeling, cost-benefit analysis and econometric modeling. Mr. Bencomo-Jasso holds a master's degree in energy and environment from Boston University, a master's degree in environmental science and management from the University of California, Santa Barbara, and a bachelor's degree in history from Princeton University. MRW&Associates, LLC 20 Response to Huntington Beach RFI 5. Fee Information A. Fixed Price Quote MRW will compete the tasks listed in the City's RFI and presented here for fees and expenses not to exceed $66,000, to be billed on a time-and-materials basis. MRW proposes to provide monthly detailed invoices. B. Billing Rates for All Personnel The following hourly billing rates will apply. Consultant Level Rate, $/Hour Key Personnel Fulmer Principal $330 Howarth Principal $330 Casas Senior Consultant $230 Bencomo-lasso Senior Associate $224 Additional Personnel who may contribute Neal Senior Project Manager $299 Charles Senior Project Manager $252 Associate $167 C. Personnel Hours and Delivery Table 2 below shows MRW's anticipated personnel, hours per tasks, and task completion. This table presupposes that the authorization to work is on or about December 2. Table 2. Personnel assignment, anticipated hours and task completion AnticipatedEstimated Hours by Task and Key Consultant Bencomo- Completion Fulmer Howarth Casas Tasks Jasso Total Date Kickoff meeting �— 8 8 2-Dec Load Forecast/Study 4 24J 30 20-Dec Economic Analysis of Load 40 40 7-Jan Savings Analysis 8 40 16 64 18-Feb _.. ---- Governance Structure 14 4 18 18-Feb CPUC CCE Implementation Plan 2 2 18-Feb Requirements Public Meeting Support/Presentations 16 4 20 Various Report Preparation 16 4 24 44 10-Mar Management 8 2 10 Various MRW& Associates, LLC 21 Response to Huntington Beach RFI Appendix A: Resumes MRW&Associates, LLC 22 Response to Huntington Beach RFI . MARK E. FULMER PROFESSIONAL Principal EXPERIENCE MRW & Associates,LLC (1999 - Present) Conduct economic and technical studies in support of clients involved in regulatory and legislative proceedings and power project development. Advise clients on the economic issues associated with taking electricity service from non-utility sources or self-generating power. Work includes expert testimony on rate matters; economic analysis of end-use energy- efficiency projects, retail rate and wholesale price forecasting, and pro forma analysis of cogeneration and distributed generation facilities. Project Engineer Daniel, Mann,Johnson & Mendenhall (1996 - 1999) Acted as project manager and technical advisor on energy efficiency projects. Work included management of PG&E program to promote innovative energy efficient technologies for large electricity users. Coordinated the implementation of an intranet-based energy efficiency library. Directed technical and market analyses of emerging technologies. Associate Tellus Institute (1990-1996) Advised public utility commissions in five states on electric and gas industry deregulation issues. Submitted testimony on the rate design of a natural gas utility to the Pennsylvania Public Utilities Commission. Testified before the Hawaii PUC on behalf of a gas distribution utility concerning a competing electric utility's demand-side management plan. Analyzed national energy policies for a set of non-governmental agencies, including critiquing the DOE's national energy forecasting model. Developed model to track transportation energy use and emissions and used the model to evaluate state- level transportation policies. Developed model to track greenhouse gas emission reductions resulting from state-level carbon taxes. Research Assistant Center for Energy and Environmental Studies, Princeton University (1988-1990) Researched the technical and economic viability of gas turbine cogeneration using biomass in the cane sugar and alcohol industries. First researcher to apply "pinch" analysis and a mixed-integer linear programming model to minimize energy use in cane sugar refineries and alcohol distilleries. EDUCATION M.S.E., Mechanical and Aerospace Engineering, Princeton University, 1991 B.S., Mechanical Engineering, University of California, Long Beach, 1986 MR &Associates, LLC 23 Response to Huntington Beach RFI DAVID N. HOWARTH. PROFESSIONAL Principal EXPERIENCE MRW & Associates, LLC (9/96 - Present) Specializes'in quantitative and qualitative analysis of energy economics, policy and technology issues. Clients include energy project developers, owners, lenders,public agencies, and end users. His current focus is on utility procurement issues and energy project development. He is an expert on renewable energy policy and has worked with a number of renewable energy project developers in the western states and Hawaii, providing analytical support to their development efforts. Activities have included construction of pro forma financial models, bid support for utility RFOs and analysis of QF energy pricing for existing projects. He has also worked with customers and distributed generation suppliers to analyze supply options and utility bill impacts. He has participated in policy studies on the need to replace aging generation infrastructure in California and on the status of nuclear generation and waste storage facilities. Other work has included litigation support, market due diligence, and contract negotiation support. Associate RDC, Inc. (9/93 - 9/94) Independent Consultant (9/94 - 9/96) Provided management consulting services, including strategic business planning and subcontractor management, to developer of a flywheel energy storage system for transportation and stationary applications. Performed market study for manufacturer of small, advanced gas turbines. Researched electric utility, oil and gas, and manufacturing industries to identify technical and market opportunities for small gas turbines. Completed assessment of emerging market for fiber optic communications installed along electric utility rights-of-way. Identified and characterized industrial processes for which electricity-to-gas energy substitution opportunities exist to support utility demand-side management efforts. Analyst Global Change Unit,ICF Incorporated (9/89 - 7/93) Performed quantitative analyses and wrote reports and briefings for large consulting firm providing environmental and economic services to governmental and private-sector clients. Co-authored EPA study of the potential for renewable sources of electricity to reduce air pollution. Developed models to analyze the long-term impacts of U.S. government programs to increase carbon storage in forests and to reduce greenhouse gas emissions from agricultural sources. Participated in a variety of regulatory studies of selected toxic substances for USEPA.Analyzed the operations and MRW& Associates, LLC 24 Response to Huntington Beach RFI financial performance of multinational corporations to determine profit levels consistent with a fair treatment of transfers with their foreign subsidiaries. EDUCATION M.A., Energy and Resources Group, University of California, Berkeley, 1996 B.A., Economics and high honors in Biology, Wesleyan University, 1989 MRW&Associates, LLC 25 Response to Huntington Beach RFI ANNA CASAS PROFESSIONAL Senior Associate EXPERIENCE MRW & Associates, LLC (2015-present) Research and analyze energy data and related policy, with an emphasis on California electricity markets. Develop forecasts and analyses pertaining to electricity rates, rate design, and other energy matters and develop expert testimony for regulatory proceedings and litigation. Monitor and analyze regulatory and policy developments affecting the California energy markets. Engineering Consultant (2013-2015) Designed engineering solutions for commercial and residential buildings, including in the areas of energy efficiency, electrical systems, fire protection, and environmental systems. Portfolio Manager Nexus Energia (2009-2013) Created analytical models to forecast production for renewable technologies, customer energy demand, and spot market prices. Modeled cost of electricity procurement and generation and managed scheduling and settlements. Developed and implemented new technology to optimize billing operations for a Spanish Energy Services Provider. Engineering Consultant Crisergas (2008-2009) Designed liquefied natural gas satellite plants, liquefied petroleum gas storage facilities, control stations, and receiving facilities. EDUCATION M.S. in Engineering and Management of Renewable Energy I1-3 University Barcelona, 2009 B.S./M.S. in Industrial Engineering, Polytechnic University of Catalonia, 2006 MRW&Associates, LLC 26 Response to Huntington Beach RFI CARLO A. BENCOMO-JASSO PROFESSIONAL Senior Associate EXPERIENCE MRW & Associates,LLC Provide research and data analytics pertaining to electric-utility planning, regulation, and economics. Senior Associate Resource Insight, Inc (2019) Created energy price estimates and evaluated bids for power procurements. Assessed renewable resource build-outs for Integrated Resource Plans. Reviewed econometric models employed in utility load forecasts. Evaluated the economics of coal plant retirements. Analyst Daymark Energy Advisors (2017-2019) Performed data collection and statistical analysis of energy commodity pricing and power data. Developed data analytics reports, regulatory testimony, and other supporting analysis and documents. Performed load forecasting and capacity market modeling. Conducted economic impact and cost-benefit analyses for energy development projects. Teaching Fellow Department of Earth and Environment, Boston University (2013-2016) Taught weekly undergraduate discussion sections on international economics, environmental science, and energy. Assisted students with class material and graded class assignments and exams. Solar Rooftop Analyst Southern California Edison (2010) Aided in development of leasing agreements with commercial property owners for the installation of solar arrays l MW and larger in size. Maintained program databases. Created presentations and weekly status reports on site acquisitions and leasing agreements for senior management. Supported development of marketing materials for program outreach. EDUCATION M.A., Environment and Energy, Boston University, 2016 M.S., Environmental Science and Management, UC Santa Barbara, 2012 A.B., History, Princeton University, 2009 MR & Associates, LLC 27 Response to Huntington Beach RFI MARY NEAL PROFESSIONAL Senior Project Manager EXPERIENCE MRW & Associates, LLC (2018) Conduct technical analysis of electric and gas utility rate cases and other regulatory filings and serve as expert witness in regulatory proceedings. Construct and critique models for utility cost allocation, rate design, retail rate forecasts, and benefits of distributed generation facilities. Evaluate energy procurement options and provide analytical and strategic support for business decisions and litigation on electric and gas issues. Senior Consultant Daymark Energy Advisors,Inc. (2009-2017) Advised electric and gas industry clients on resource planning, utility rates, and market design issues. Testified before multiple state and Canadian provincial regulatory agencies on issues related to electric market modeling, fuel cost forecasting, cost allocation, rate design, and electric utility capital planning. Prepared and critiqued numerous electric and gas utility allocated cost of service, revenue requirement and rate design models. Led modeling team for Daymark Energy Advisors' AURORAxmp Northeast electric market model. Engineer Solar Turbines,Inc. (2005-2008) Designed dry low-emission combustion systems for Mars SoLoNOx gas turbines. Led development of fuel injectors for landfill gas and aftermarket retrofit applications. EDUCATION M.A., Energy and Environmental Analysis, Boston University, 2010 B.S. Mechanical Engineering, University of California, Davis, 2005 MRW& Associates, LLC 28 Response to Huntington Beach RFI BRANDON J. CHARLES PROFESSIONAL Senior Project Manager EXPERIENCE MRW & Associates, LLC (September 2008—May 2013,March 2016 - present) Analyze electricity and natural gas market data with a focus on markets in the western U.S. Evaluate utility ratemaking issues, including cost of service, revenue allocation, and rate design. Develop and sponsor expert testimony on utility ratemaking, budget, and various policy and technical issues. Develop models forecasting retail and wholesale electricity prices. Research and interpret policy decisions and proposals affecting the energy market. Develop reports on energy policy and market issues, including the impact of policy changes on new project development. Senior Market Analyst Bloom Energy (June 2013—March 2016) Analyzed electricity and natural gas market prices and trends, regulatory policies impacting distributed generation markets, new market opportunities, stationary fuel cell addressable market size, and the economics of potential product offerings. Developed cash flow models and assumptions for distributed generation project economics for Fortune 500 customers and state policymakers. Coordinator,Economic and International Policy Biotechnology Industry Organization (BIO) (September 2006—August 2008) Analyzed industry trends, legislative and regulatory policy developments, and economic issues in support of industry policy positions and related studies. Legal Assistant White & Case, LLP (July 2005—June 2006) Managed U.S. litigation and international arbitration cases, including the arbitration of an international power plant development contract. EDUCATION A.B., Economics, Dartmouth College, 2005 MRW&Associates, LLC 29 City of Huntington Beach Request for Information Community Choice Energy Feasibility Study October 2019 :# L t 1 ` Fvt . w 1• Consulting,Inc. A registered professional engineering and management consulting firm with offices in Kirkland,WA;Portland,OR;Spokane,WA; and La Quinta,CA 570 Kirkland Way,Suite 100 Kirkland,Washington 98033 (425)889-2700 www.eesconsulting.com Consulting,Inc. October 17, 2019 City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 SUBJECT: Communitv Choice Energy Feasibility Study Dear Sir/Madam: EES Consulting, Inc. (EES) is pleased to submit this proposal to prepare a Community Choice Energy (CCE) Feasibility Study(Study) for the City of Huntington Beach (City). EES has previously prepared CCA Feasibility Analyses, Business Plans, and Implementation Plans for the Counties of Butte, San Diego, Los Angeles, Alameda, and Ventura, the San Bernardino Associated Governments, the Coachella Valley Association of Governments, Western Riverside Council of Governments, City of San Jose, cities of Encinitas, Carlsbad, Del Mar and Oceanside, cities of Chula Vista, La Mesa Santee, and the City of Irvine. EES has also provided CCA Feasibility Peer Review services for the City of Solana Beach, City of San Diego, and King City. In addition, EES has recently been hired by Sustain Southern California to perform a CCA feasibility study for Orange County local governments. Finally, EES is an ongoing participant in numerous CCA-related regulatory proceedings at the California Public Utility Commission (CPUC), including the recently concluded Power Charge Indifference Adjustment (PCIA) and Resource Adequacy (RA) proceedings. EES personnel have expertise in all areas of electric utility operations, which has developed over our 40 years of working as a full-service engineering,financial, and regulatory consulting firm for the electric utility industry. EES professional staff members have backgrounds in engineering, economics, finance, financial analysis, resource development, distributed energy resources (DER), wholesale power and gas markets, public administration, and overall utility management. Prior to consulting, many of our principals have worked for a utility or regulatory agency. This understanding of the day-to-day workings of a typical utility is invaluable in working with clients and managing projects in an efficient and cost-effective manner. In addition, the senior staff at 570 Kirkland Way,Suite 100 Kirkland,Washington 98033 Telephone:425 889-2700 Facsimile:425 889-2725 A registered professional engineering corporation with offices in Kirkland,WA; Portland,OR;Spokane,WA and La quinta,CA October 17, 2019 Page 2 EES have professional licenses and/or one or more graduate degrees to supplement their practical experience. Our broad base of clients includes utilities and industrial companies located throughout North America, with a focus on municipalities, cooperatives, CCAs, and public power utilities. EES has a track record of success in arenas where the results of the evaluation or analysis may have far reaching effects on the viability of an organization and the local community. Because of the size of our firm and our highly qualified staff, we can deliver results in less time and with less expense to our clients. The success of our approach has resulted in the large volume of repeat business that EES enjoys. EES has also partnered with Ryan Baron at Best, Best & Krieger (BB&K) to provide legal and regulatory support throughout the feasibility process. Ryan represents CCAs and municipalities exploring CCAs. He has an extensive energy regulatory and transactional practice with a focus on public agencies, and regularly negotiates issues with investor owned utilities like SCE. Ryan is currently working with EES to provide regulatory support to Western Community Energy, and has supported other CCAs including Desert Community Energy, and the Clean Power Alliance of Southern California. This submittal pricing will be valid throughout the duration of the project and for a period of at least 180 days. We look forward to working with the City on this interesting project and hope to hear back from you soon. In the meantime, feel free to call me with any questions. Very truly yours, r 4" Gary Saleba President/CEO E k h i Y REQUEST FOR PROPOSAL VENDOR APPLICATION FORM TYPE OF APPLICANT: ❑ NEW ❑ CURRENT VENDOR Legal Contractual Name of Corporation: EES Consulting, Inc. Gar Saleba Contact Person for Agreement: y Corporate Mailing Address: 570 Kirkland Way, Suite 100 3 i City, State and Zip Code: Kirkland, WA 98033 1 E-Mail Address: saleba@eesconsulting.com Phone: 425-889-2700 Fax; 425-889-2725 Contact Person for Proposals: Gary saleba Title:-President/CEO E-MailAddress: saleba@eesconsulting-.com a Business Telephone: 425-889-2700. ext 206 Business Fax: 425-889-2725 � I Is your business: (check one) ❑ NON PROFIT CORPORATION 0 FOR PROFIT CORPORATION Is your business: (check one) ❑ CORPORATION ❑ LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL ❑ SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑ UNINCORPORATED ASSOCIATION I i 1 of 2 i 3 Names&Titles of Corporate Board Members i (Also list Names &Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Gary Saleba President/CEO 425-889-2700, ext. 206 Diane Running Secretary 425-889-2700, ext. 203 t i i E Federal Tax Identification Number: 91-1739563 Will obtain if awarded City of Huntington Beach Business License Number: contract. (If none, you must obtain a Huntington Beach Business License upon award of contract.) y City of Huntington Beach Business License Expiration Date: l' i i i i i E 2 of 2 Contents Background and Project Summary......................................................................................... 1 Methodology......................................................................................................................... 4 Qualifications........................................................................................................................ 7 FeeInformation................................................................................................................... 17 I i I CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY I Background and Project Summary Background The City wishes to evaluate the relative merits and feasibility of forming a CCA. The project scope and our approach is summarized below. EES is well versed in the methodologies of forecasting CCA technical feasibility as well as in helping cities and their Council members understand the challenges and risks for forming a CCA. Our staff members are uniquely qualified to assist in answering questions related to future outlook for CCAs, implementation, and risk mitigation strategies. 1. Load Study and Forecast EES will provide signed nondisclosure agreements to the City/SCE as needed to receive 1 year of historic load data. EES will verify the historic load data and then develop a 10-year load forecast. Load data will be aggregated by rate schedule for monthly energy use, peak demand, and number of accounts. Customers currently receiving Direct Access (DA) service will be excluded from the analysis, as these customers, at least initially, do not typically participate in CCAs. In addition,the load forecast will take into account the potential for expansion under the revised DA cap.' EES will draw on the customer participation rates at other CCAs across California as well as local demographic factors to estimate a base-case opt-out rate. EES will use energy growth rate forecasts published by the California Energy Commission to model a base-case scenario of load growth into the future. The load forecast will take into account behind the meter generation, storage, and line losses. 2. Rate Analysis and Comparison Electricity rates for CCA customers include three components:the CCA's cost of generation, SCE's cost for transmission and distribution (T&D), and regulated charges such as the Power Charge Indifference Adjustment(PCIA). Based on the outputs of the load forecast and CCA power supply scenario analysis, EES will develop a rate projection for each of these components for the potential CCA, as well as the competing SCE rates out to 10-years. The CCA generation cost is primarily determined by the cost of power procurement and scheduling, then secondarily by the cost of operating the CCA. To arrive at power supply cost, EES will draw on current energy market trends, forecasts of market and renewable price projections, and the large EES data base of power cost forecasts derived from numerous other CCA feasibility studies. Both long-term (10 years or more) and short-term contracts will be considered. CCA operational costs include the cost of capital, data management,staffing,facilities, legal, and regulatory costs such as the CCA surety bond. Based on these expenses, EES will estimate the total CCA revenue requirement(budget)and resulting unit costs(rates)for 10-years of operation. 1 CA SB 237 increases the direct access cap by 4,000 GWh CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 1 Projected revenues (less uncollectibles) and the forecast PCIA, will be compared to the annual revenue requirement to identify a rate for existing monthly rates and charges. EES monitors all CCA-relevant CPUC proceedings very closely to ensure our regulated PCIA forecast accounts for the most up-to-date methodologies and market conditions. The sensitivity analysis will also explore a range of possible PCIA rates and scenarios. Finally, EES will project SCE's power supply costs based on SCPs latest power supply filings, procurement strategy, projected generation costs, and RPS requirements. SCE's T&D rates will be forecast based on distribution system investment trends, recent rate filings, and the revenue requirements stated in SCE's most recent CPUC filings. Additional sources of variability, such as high and low gas and hydro pricing, and larger economic trends will be explored as part of a sensitivity analysis. 3. Supply Scenario Analysis EES will work with staff from the City to develop multiple power supply scenarios that match the needs and priorities of the City. Scenarios may vary in their share of renewable energy, greenhouse-gas (GHG) free energy, long-term and short-term contracts, locally generated energy, and use of specific generation technologies. All scenarios will meet or exceed projected SCE renewable resource mix and meet state RPS. One possible set of scenarios might include the following: i ® Option 1: Match SCE's share of RPS-compliant and GHG-free generation. ® Option 2: Meet minimum 50% RPS compliant power at launch then follows RPS. ® Option 3: Launch CCA operations with 50% RPS-compliant power and build to 100% renewable by 2035 The City does not currently have a renewable energy goal; however, the power supply scenarios will illustrate the potential to further renewable power utilization, decrease GHG emissions and to help meet the State GHG reduction goals. 4. Rate Comparison i EES will prepare a pro-forma financial model that can be adjusted and re-run to evaluate CCA viability under multiple organizational and governance scenarios. The pro-forma will include a cash-flow analysis with itemized annual CCA operating expenses over the 10-year analysis period. These costs will include start-up costs, CCA surety bond, cost of capital, data management, staffing, customer service, legal services, uncollected accounts, SCE PCIA charges, marketing, accounting, and all power procurement costs such as scheduling, transmission, and surcharges. EES will detail collection of reserves to provide emergency rate stabilization for the CCA in the future.These operating costs will be based on the operating costs of existing CCAs and scaled for the size of the program. Based on these expenses, EES will estimate the total CCA revenue requirement and resulting unit costs for 10-years of operation. EES uses completely open and functional excel workbooks to prepare load forecasts, power supply cost estimates, and the financial proforma. CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 2 5. Sensitivity Analysis EES will examine each portfolio option under a range of conditions to ensure that the recommended resource plan is appropriate under unexpected market and regulatory conditions. The sensitivity analysis will be performed for power supply costs including resource adequacy, and market prices for conventional and renewable energy. Additionally, changes in SCE generation rates, and exit fees will be analyzed. 6. Regulatory and Risk Analysis EES will evaluate a range of risks and risk mitigation strategies associated with CCA formation and operation. The analysis will address challenges faced by existing CCAs, as well as those anticipated for new CCAs over the next 10 years. 7. Economic Impacts Ratepayer savings, as estimated by the profoma analysis, will be input into an Orange County economic model (developed by IMPLAN) to develop estimated additional impacts to the community. These impacts are the result of lower electric rates to residential and commercial electric customers. Additional business spending and hiring as well as additional discretionary income to households will increase the economic output in the county. These impacts will be estimated and reported in the study. 8. Governance, Management and Funding Models Other jurisdictions in Orange County may be interested in joining Huntington Beach under a Joint Powers Authority agreement (JPA) for CCA operation. The City of Irvine completed a technical feasibility study this year and there may be other jurisdictions that would consider CCA implementation as well. It is not required that an entity conducts a technical feasibility study prior to joining a JPA; however, the process of the feasibility study prepares stakeholders and decision makers for participation in a JPA. EES will evaluate the benefits and challenges for multiple jurisdictions participating under JPA for various organizational structures. Ryan Baron of BBK Law will provide the background in the risks to the City's general fund for the various arrangements and EES will provide the technical support for program administration savings and economies of scale savings for JPA organizations. Start-up and operational funding will also be discussed under the various options. CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 3 Methodology Project Plan EES President and CEO, Gary Saleba, will serve as Project Lead and Point of Contact for the City on this project. Gary has lead the EES team in the development of CCA Feasibility Analyses for numerous municipal and county entities across California. Leveraging this experience, the EES team can guarantee its ability to deliver results on schedule and on budget. EES will work closely with the City to account for the priorities and concerns of the city and the community. These priorities may include offering competitive rates, creating local economic benefits, and reducing environmental impacts from electricity generation. In summary, EES will assist City staff in evaluating the data needs for the feasibility analysis, submitting the request for that data to SCE, and then verifying the satisfactory fulfillment of that data request. EES will then develop a load forecast, power supply scenarios, a comparative rates analysis, an economic impacts assessment, environmental review of possible greenhouse gas emission changes and a pro-forma analysis for the potential CCA. EES will also conduct an extensive sensitivity analysis exploring a range of possible outcomes for key variables in the analysis. This will be combined with an analysis of possible regulatory changes and risks to the CCA. Finally, EES will explore possible models for the CCA's governance and management as well as external funding options. Throughout the study process, EES will check-in regularly with City staff to provide updates,solicit feedback, and ensure client expectations are fulfilled. EES will document all methods and j assumptions used in the analysis and provide City staff with its analytical modeling tools to ensure that staff are comfortable with the model inputs and results.A draft study will be provided to the City for review at least one month before the agreed on final study submission date. EES will then be available to present the study to staff, City Council, or community groups as needed. Project Timeline EES will schedule a kick-off meeting with City staff to begin the project work and to identify and amend the project plan as needed. Specific items for discussion include CCA implementation and background,City preference for power supply content, project overview and schedule,important dates and deadlines, presentations to City Council or community members. EES can complete a draft feasibility analysis within 90 days of the release of the electricity load data from SCE. EES will then solicit feedback and comments from City staff, implement those changes, and turn around a final report. The schedule below assumes that the City has not already obtained load data from SCE. Input from City staff will be needed for the data request to SCE, CCA power content portfolio, and feedback on draft reports and presentations. i CITY OF HUNT]NGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 4 �n L Y 0 Ln L Y cQ C L B Y C L M L Y N L Y C� G Vl } c � � N cn L 3 H Y lD � m Q � a W } W z W � u c p C U ll �_ O c 0 a j F— � o v > - c a� v n w +-+ Q6 � m ry .� ` C -Q Q U m o > > a Q > _ _ o 0 0 L' Q' W C7 u fO u N c �- ° — c '� Q Y p Q Y " v f9 m H C O O ti O m 7- ry N N O >O LL LL Q _ ' J K N K V1 w N S Vi u Y �i > 'ti N M V V1 lD 1- 00 c N v aj - O W V 2 z vOi ') Ou U Deliverables and Report EES will provide regular updates on the progress of the project. In prior engagements such as this one, EES has held weekly or bi-weekly calls with the client to provide these updates, discuss key decisions,and solicit feedback. We can work around any updated schedule requested by the City. As noted above, EES will involve staff from the City to ensure the study design, power portfolio scenarios, and other key decisions are consistent with the Partner's vision. Key decisions and discussions will be documented for reference by Partner City staff. EES will then provide a draft Technical Study in MS Word format as well as a draft pro-forma model in MS Excel for Staff review. We will also make our work available to a third-party reviewer as needed, which we've done for several previous CCA Feasibility studies. After review is complete, EES will provide a final version of the study and the pro-forma model. EES will present the study findings to staff,City Councils, or community groups as needed. Finally, EES will support the City in educating local stakeholders and presenting the draft Study at up to six community events(two in each Partner City). EES members have extensive experience helping to develop web sites, providing collateral materials, and supporting public meetings and events to introduce the CCA business model. EES stands ready to provide additional services beyond the scope of this proposal to support the development of the CCA. The scope and costs of these additional services will be negotiated separately and will not be performed until the City has issued the appropriate authorization. The specific deliverables provided under this contract include the following: ■ Bi-weekly updates with assigned project staff; ■ Coordination with the City to finalize load data request to SCE, if applicable. ■ Draft Report ■ Final Report ■ Up to two (2) City Council Presentations ■ One (1) Public Meeting Presentation It is anticipated that a CCA program could be launched as early as 2022. Details of the requirements for launch will be provided as well as a path forward for each governance option. CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 6 Qualifications EES is a registered professional engineering and management consulting firm established in 1978 that provides a variety of project solutions to clients involved with electric, natural gas, telecommunications, water, wastewater, and other energy and natural resource related businesses. Our professional staff members have backgrounds in the areas of engineering, economics, finance, public administration, operations, research, and general management. The following organizational chart outlines EES's management consulting team: Gary Saleba President/CEO Seung Kim,P.E. Connor Birkeland Similar Projects/References EES has been preparing economic and feasibility studies since its inception and began working in the California CCA planning environment in 2014. EES has previously prepared CCA Feasibility Analyses and CCA Business Plans for the County of Los Angeles, the San Bernardino Association of Governments,the Coachella Valley Association of Governments, Western Riverside Council of Governments, and the City of San Jose, and is currently preparing a CCE feasibility study for Butte County. EES has also provided CCA Feasibility Peer Review services for Alameda County, the City of Solana Beach, and is currently peer reviewing CCA feasibility studies for the cities of San Diego and King City. In addition, EES Consulting has served as the implementation technical consultant for Los Angeles Community Choice Energy, East Bay Community Energy, and San Jose Clean Energy. EES is an ongoing participant in numerous CCA-related regulatory proceedings at the California Public Utility Commission (CPUC), including the current Power Charge Indifference Adjustment (PCIA) review proceeding (R.17-06-026). CITY OF HUNTINGTON BEACH—COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 7 Previous CCA feasibility study projects are explained in greater detail below and reference contacts for each project are provided: 1. Northern San Diego County Cities Feasibility Study(Carlsbad, Encinitas, Del Mar, and Oceanside) Client Name: Cities of Carlsbad, Encinitas, Del Mar, and Oceanside 1200 Carlsbad Village Drive, Carlsbad,CA 92008 Project Description: CCA Feasibility Study Project Start/End: 3/18—09/19 Contact: Jason Haber,Assistant to the City Manager(Carlsbad) Jason.haber@carlsbadca.gov,(760)434-2958 Services Provided: ■ Developed CCA technical business plan;electric wholesale power market forecast, Investor Owned Utility rate forecast, CCA electric power retail rate forecast,emissions cap-and-trade program impact study; cost-effectiveness of co-generation plants. ■ Developed SDG&E and CCA electric power retail rate forecasts. ■ Governance analysis for CCA including issuing Request for Information and evaluating options. 2. County of San Diego CCA Technical Feasibility Study and Business Plan Client Name: County of San Diego 5560 Overland Ave,San Diego, CA 92123 Project Description: Feasibility Study and Business Plan Project Start/End: 4/19—09/19 Contact: April Heinze, Deputy Chief Administrative Officer Special Projects April.Heinze@sdcounty.ca.gov, (858) 694-2987 Services Provided: ■ Developed CCA technical business plan; electric wholesale power market forecast, Investor Owned Utility rate forecast, CCA electric power retail rate forecast, emissions cap-and-trade program impact study;cost-effectiveness of co-generation plants. ■ Developed SDG&E and CCA electric power retail rate forecasts. ■ Public meeting presentations on CCA feasibility study. 3. City of Irvine CCA Technical Feasibility Study Client Name: City of Irvine P.O. Box 19575, Irvine, CA 92623-9575 Project Description: Feasibility Study Project Start/End: 12/18—12/19 Contact: Sona Coffee Scoffee@cityofirvine.org, (949)724-7562 Services Provided: ■ Developed CCA technical feasibility study;electric wholesale power market forecast, Investor Owned Utility rate forecast, CCA electric power retail rate forecast, emissions cap-and-trade program impact study; cost-effectiveness of co-generation plants. ■ Developed SCE and CCA electric power retail rate forecasts. ■ Public meeting presentations on CCA feasibility study. CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 8 4. Chula Vista, La Mesa, Santee CCA Technical Feasibility Study and Business Plan Client Name: Cities of Chula Vista, La Mesa, Santee 10601 Magnolia Avenue,Santee,CA 92071 Project Description: Feasibility Study Project Start/End: 12/18—09/19 Contact: Kathy Valverde,City of Santee KValverde@CityofSanteeCA.org, (619) 258-4100 Services Provided: ■ Developed CCA technical business plan;electric wholesale power market forecast, Investor Owned Utility rate forecast,CCA electric power retail rate forecast,emissions cap-and-trade program impact study;cost-effectiveness of co-generation plants. ■ Developed SDG&E and CCA electric power retail rate forecasts. ■ Public meeting presentations on CCA feasibility study. 5. County of Butte CCA Technical Feasibility Study Client Name: Butte County, City of Chico,Towns of Oroville and Paradise 25 County Center Drive, Oroville, CA 95965 Project Description: Feasibility Study Project Start/End: 1/18—04/19 Contact: Brian Ring bring@buttecounty.net, (530)552-3311 Services Provided: ■ Developed CCA technical business plan; electric wholesale power market forecast, Investor Owned Utility rate forecast,CCA electric power retail rate forecast,emissions cap-and-trade program impact study;cost-effectiveness of co-generation plants. ■ Developed PG&E and CCA electric power retail rate forecasts. ■ Public meeting presentations on CCA feasibility study. 6. Selected Other Municipal and County Clients In addition to our CCA clients, EES also works with a wide range of municipal and county governments in California, as well as publicly-owned utilities, including: ■ Anaheim Public Utilities, CA ■ Sacramento Municipal Utility District,CA ■ City of Corona,CA ■ Los Angeles Department of Water& Power, CA ■ City of Glendale, CA ■ County of Butte, California ■ City of Moreno Valley, CA ■ Imperial Irrigation District,CA ■ City of Needles, CA ■ City of Pasadena,CA ■ City of Redding,CA ■ City of Burbank,CA ■ City of Roseville,CA ■ City of Irvine, CA ■ City of San Bernardino,CA ■ City of Santa Ana, CA ■ City of San Marcos,CA ■ Del Norte County,CA ■ City of Palo Alto, California ■ City of Lodi, CA CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 9 As stated above, EES has completed many CCA technical feasibility studies for several California counties and cities. The scope of this project is very similar to the scope of work we have provided for other jurisdictions including rate forecasts and comparisons, operating costs, power supply costs, governance structure evaluation, risk and uncertainty analysis, technical report development, and presentations at public workshops and to elected officials. Most recently EES has completed or is working on CCA technical feasibility studies for Encinitas, Carlsbad, Chula Vista, Del Mar, La Mesa, Santee in San Diego County as well as the County of San Diego. EES is experienced in working with SCE on data requirements and already has technical tools and forecasts that relate to CCAs in SCE's service area. Additionally, EES has peer reviewed the CCA Feasibility Study completed for the City of San Diego. EES Staffing As noted in the previous section, EES has worked with numerous CCA clients throughout California fulfilling tasks including feasibility analysis, peer review, regulatory compliance, financing, CPUC monitoring, and CCA implementation technical consulting. The project team proposed for this project is the same team that has completed EES's previous CCA work and therefore brings substantial experience and subject-specific knowledge on CCA issues. Narrative resumes for staff members are included in Appendix A. NAME POSITION PROJECT ROLE Gary Saleba President and CEO Project Lead, Primary Contact Howard Choy, M.E. Senior Associate Quality Assurance Gail Tabone Senior Associate Quality Assurance Steve Andersen Manager Power Supply Amber Nyquist Manager Financial Proformas Ted Light Senior Project Manager Technical Assistance Kyle Morrill Senior Analyst Technical Assistance Russ Schneider Senior Analyst Technical Assistance Kimberly Gentle Senior Associate Technical Assistance Connor Birkeland Senior Analyst Financial Proformas Seung Kim, P.E. Electrical Engineer Technical Assistance Scott Mahnken, P.E. Civil Engineer Technical Assistance Gary Saleba, President/CEO Role: Project Leader, Quality Control Years of Employment with EES: 39 years M.B.A., Finance, Butler University, Indianapolis, IN/B.A., Economics& Mathematics, Franklin College, Franklin, IN Gary Saleba will serve as the Project Leader and primary contact for the City on this project. Gary has over 30 years of experience at EES providing expertise on utility and electric power issues to communities, utilities, and governments. Gary has served as Project Leader on EES's previous CCA work, providing quality assurance and counseling advice to clients. Gary is a leader in CCA feasibility studies and is well versed in presenting technical studies to elected officials, at public workshops, and has participated in numerous conferences as both a presenter and a panelist. CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 10 Gary's presentation style provides for both dynamic discussion and dissemination of technical information. As a teacher in the world of public power, Gary has the background and experience to help a range of stakeholders from elected officials and members of the public in understand the complexities associated with public power programs. Gary is also responsible for EES's corporate management, financial, and strategic planning engagements primarily for electric, natural gas, and water utilities. He has extensive experience in the areas of utility rate design, revenue requirement analysis, cost of service, financial planning, management audits, professional development educational seminars, marketing, consumer research, forecasting, integrated resource planning, cost-benefit analyses, overall strategic planning, power procurement, and mergers and acquisitions. Having worked as a utility employee, Gary combines an extensive background as both a utility industry expert and a management consultant. He is able to draw upon this professional and educational experience to manage projects including comprehensive utility feasibility studies, cost of service studies, strategic planning, and management critiques for clients throughout North America. His experience extends to alternative fuel cost comparisons, econometric forecasting models, resource planning, and reliability studies. Gary has participated in numerous generic utility proceedings, testified before over 200 regulatory bodies and courts of law, and coordinated over 500 utility planning and operational studies. Gary has served on numerous energy and natural resource-related trade associations, including as Chairman of the American Water Works Association Financial Management Committee and Management Division. He has also served on the board of directors for the Northwest Public Power Association and on the Board of Directors for ENERconnect, Inc., a bulk power aggregation and procurement entity serving the municipal utilities in the Province of Ontario. Howard Choy, Senior Associate Role: DER and Regulatory Compliance B.S., Mechanical Engineering, University of California at Berkeley Registered Professional Engineer and Certified Energy Manager, California Howard Choy brings more than 30 years of diversified experience in the energy industry. Howard has spent the past 17 years managing the Los Angeles County Office of Sustainability, which manages energy and environmental programs for both municipal operations and the Los Angeles County region. Howard will head up the project team's DER evaluation and assist in regulatory compliance activities. Howard is also available for presentations to elected officials and the public workshop. Given his tenure at LA County, and his current involvement in the CCA world, Howard can answer any specific operating or logistical questions around CCA implementation. Howard understands the needs of cities, counties, and other jurisdictions when it comes to decision-making and moving forward with CCA implementation. His expertise is leveraged in EES technical feasibility studies to ensure the final deliverables are both efficient and useful to staff and elected officials. CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY Z1 Gail Tabone, Senior Associate Role:Assistant Project Leader, Quality Control Years of Employment with EES: 25 years M.S.,Agricultural and Applied Economics, University of Minnesota/B.S., Economics, University of Minnesota Gail has over 25 years of experience in short- and long-term utility planning related to both operations and financial analysis. Gail has managed projects concerning power supply planning, load aggregation, cost of service and rate analyses, and regulatory proceedings. Her experience includes power supply management for large public utilities. These projects included load forecasting, optimization of resource and contract options, procurement and negotiations for power supply, power supply cost estimation, negotiating transmission contracts, auditing of scheduling and dispatching services, rate design, and devising customer choice programs. Gail participated in the utility deregulation process very early on when she assisted an Alberta municipal utility through the deregulation that occurred in that Province resulting in the establishment of a power pool and a grid operating company. She was involved in strategic planning and regulatory intervention for the utility and performed an unbundled cost of service study incorporating the new power supply and transmission costs. Gail has been actively involved in resource planning, evaluating resource proposals, and negotiating contracts for numerous utilities. She has assisted a group of public utilities with load aggregation, evaluation of power supply proposals, and negotiations for supply and transmission contracts. She has also assisted municipal utilities in California in transmission rate design and has worked for publicly-owned utilities with respect to participation in the California ISO. Gail is skilled at determining clients' needs in the changing utility environment. She develops unique approaches to the analysis of issues facing each client. While her primary focus is economic, she also has a thorough knowledge of the technical issues related to power supply diversification. Steven Andersen, Manager, Project Evaluations Role: Power Supply Specialist Years of Employment with EES: 21 B.S., Electrical Engineering, University of Washington Steve has over 20 years of experience developing wholesale power supply pricing and financial analysis for electric utilities. Steve's broad knowledge of the engineering field enables him to handle technical issues and provide economic and technical analyses for utility and industrial clients of EES. He has evaluated power supply proposals for many utilities across the U.S. His background in power engineering also allows him to assess technical barriers to savings in the changing electric industry. Steve has been responsible for managing the interplay of multiple power supply contracts for major electric utilities. He has monitored the hourly loads and power schedules and recommended changes to economically optimize the utilities' various resources. He has also CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 12 i negotiated and implemented short and long-term power supply and transmission contracts on behalf of the utilities. Steve has prepared integrated resources plans for both large and small utilities and has performed resource feasibility studies for both utility and industrial clients. He has performed cost of service analyses for many utilities. This analysis includes developing rates for residential, commercial and large industrial customer classes. He has also audited the power supply costs of large industrial corporations and suggested options for reducing their overall costs. Steve has experience monitoring gas and electric markets, and recommending purchases based on potential savings in total power supply costs. He is familiar with the functionality of hourly, daily, monthly, and long-term energy markets. Amber Nyquist, Manager, Economic Evaluations Role: Load Forecasting Specialist Years of Employment with EES: 11 M.A., Economics,Simon Fraser University/ B.A., Economics,Western Washington University Amber has over 10 years of experience advising electric power and Community Choice Aggregation clients. Amber provides analytical expertise for EES in support of economic and financial studies. She offers experience and knowledge to a wide range of topics related to regulated utilities. Her background includes cost of service analysis, electric rate design, wholesale rate setting, and other power supply costs or related information. She assists in Integrated Resource Planning as well as independent resource evaluation. Specific areas of expertise include demand-side and conservation resources,geothermal,wind, renewable energy credits, gas-fired, and other resources. In addition to resource planning, Amber uses her background in econometrics and data analysis to develop load forecasts, normalize electric loads according to weather, and to develop market price forecasts. She also conducts conservation program evaluations and provides utilities with statistically significant results, which assist in utility program planning, data collection, and presentations. Amber has performed over 50 conservation potential assessment studies for electric utilities on the west coast. Ted Light, Senior Project Manager Role:Technical Assistance, DSM Support B.S.,Aeronautical &Aerospace Engineering, Purdue University Certified Energy Manager(CEM) Ted Light is a Senior Project Manager with a specialty in energy efficiency and demand-side management. He brings nearly nine years of experience to EES, having worked previously for the Energy Trust of Oregon, the non-profit energy efficiency and renewable energy program administrator for Oregon's investor-owned utilities. He has expertise and knowledge on a broad array of energy efficiency program management and planning topics including: conservation/DSM potential assessments, conservation program planning, program data CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 13 analysis, and cost-benefit analyses. Ted is a Certified Energy Manager with the Association of Energy Engineers and holds a B.A. in Aerospace Engineering from Purdue University. Kimberly Gentle, Senior Associate Role:Technical Assistance Spokane Community College, University of Reno, Nevada Kimberly has over 20 years of experience in developing wholesale and retail power contracts, origination and risk management for electric utilities and power brokers. Ms. Gentle's knowledge of wholesale energy markets, contract design and risk management strategies strengthen the EES team and clientele. She has developed risk management policies, hedging strategies and staffing plans and has consistently identified cost saving measures throughout her career while employed with utilities, brokers and global energy trading facilities. Ms. Gentle has optimized renewables, natural gas, power, and transmission portfolios. She has negotiated retail and wholesale energy supply contracts in multiple commodities and has significant experience in contract default and bankruptcy in physical and derivative contracts. Kyle Morrill, Senior Analyst Role:Technical Assistance, DSM Support M.A., Economics, University of Colorado Denver B.S., Economics, University of Puget Sound Kyle Morrill provides analytical expertise for EES in support of economic and financial studies. Mr. Morrill offers experience and knowledge to a wide range of topics related to regulated utilities. Mr. Morrill's background includes economic analysis, econometric forecasting, municipal solid waste policy, and demand-side management analysis. In addition to his background in economics, Mr. Morrill is also trained in data management and research. He has led data management and collection for research institutions and local government assisting in policy and demographic analysis. Connor Birkeland, Senior Analyst Role: Proforma Analysis MPA, Evans School of Public Policy and Governance, University of Washington B.A.,Astrophysics,The Evergreen State College Connor Birkeland is a Senior Analyst with a specialty in distributed energy resource modeling and financial analysis. He brings nearly a decade of experience within the energy sector, having most recently collaborated as Research Fellow with Seattle City Light and the Federal Department of Energy. Mr. Birkeland's background includes resource modeling, short- and long-term weather forecast modeling, and conservation potential assessments. He has experience with a broad range of sectors including renewable energy manufacturing,system design, benefit-cost analysis, and policy analysis. While working with the Department of Energy and Seattle City Light, Mr. Birkeland helped develop innovative forecasting models for short-term behind-the-meter distributed generation utilizing specialized ensemble weather modeling. This model separated CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 14 behind-the-meter distributed generation from system load within Seattle City Light's service territory. Russell Schneider, Senior Financial Analyst Role:Technical Assistance M.S., Engineering Technology Management, Washington State University B.A., Economics, Reed College Russell Schneider is a Senior Financial Analyst with expertise in financial planning, power supply, transmission, strategic planning, resource development, forecasting, risk analysis, smart grid, meter data management, and rate design. Russ brings 15 years of experience and a strong economic, engineering, and technology background. He has utility experience completing load research, rate design,cost of service,automated meter reading cost-benefit, power requirement, load forecast, conservation potential, and other financial studies. Russ regularly presented at trustee meetings on forecasting, risk, reliability, power supply and transmission issues for many years. Russ has also been actively involved in the areas of smart grid, demand response, energy efficiency, and state-level legislative issues. Seung Kim, P.E., Senior Electrical Engineer Role:Technical Assistance B.S., Electrical Engineering,Seoul National University, University of Washington M.S., Electrical Engineering, University of Washington Seung Kim has over 35 years of broad experience in electrical design and consultation.As project manager and lead electrical engineer, he is experienced in all phases of hydroelectric and power system design and implementation. Mr. Kim has performed condition assessment, conceptual and feasibility studies, specification development, bid evaluations, and provided assistance during project construction. His areas of interest include switchgear, protective relaying and controls,transformers, SCADA systems, communications, and instrumentation systems. Mr. Kim has prepared procurement and technical specifications, one- and three-line diagrams, control schematic and wiring diagrams, and equipment layouts. He has hands-on experience in designing, assembling and testing of relay control panels and switchgear equipment. Mr. Kim is a registered electrical engineer in nine states, including California. Scott Mahnken, P.E.,Senior Civil Engineer Role:Technical Assistance B.S., Civil Engineering, Colorado State University Scott Mahnken is experienced in the design of concrete structures, earthen and concrete dams, tunnels, and other structures related to hydropower projects. He has been involved in every phase of project development, from reconnaissance and planning, to final design and construction inspection. He has experience designing dams, spillways, intake structures, steel pipelines and penstocks, and powerhouses. Mr. Mahnken has served as a FERC-approved independent consultant responsible for safety reviews (Part 12 inspections) of hydroelectric projects. Mr. Mahnken has prepared contract documents, plans and specifications for CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 15 construction for more than 20 projects. He has administered subcontracts to perform geotechnical and surveying work. As engineer for the owner on several projects, he has reviewed and commented on other engineer's plans and designs. Best Best& Krieger LLP(BB&K) Established in 1891, BB&K has provided legal services to cities, counties, special districts, redevelopment agencies, school districts, JPAs, and other public agencies for 127 years. The proposed legal consultant, Ryan Baron, currently advises cities, counties and existing CCAs on various aspects of CCA development and implementation, including feasibility studies, implementation plans, governance, economic development, contracts, power procurement, regulatory matters, utility negotiations,and legislative affairs. Mr. Baron has an extensive energy regulatory and transactional practice that specializes in all matters involving CCAs, and provides both general and special counsel services. A summary of Mr. Baron's practice can be found here. https://www.bbklaw.com/our-team/rvan-baron i i I 1 CITY OF HUNT[NGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 16 Fee Information EES's standard hourly billing rates are as follows: President............................................................................................ $250 Senior Associate................................................................................... 245 Manager............................................................................................... 240 Senior Project Manager....................................................................... 235 ProjectManager .................................................................................. 230 Senior Analyst/Engineer ...................................................................... 225 Analyst/Engineer.................................................................................. 220 Senior Administrative Assistant........................................................... 170 BB&K hourly billing rates Counsel, Legal/Regulatory................................................................. $395 These rates will remain in effect through the duration of the contract. Based on these hourly rates, EES can perform the work proposed for this study on a budget of $52,150. If the City has already obtained the necessary load data, the project budget will be reduced to $50,770. An itemized list of staff hours by task is provided on the following page. The cost paid to SCE for the data is not included in the budget below.All other necessary out-of-pocket expenses are included in this budget. Task Hours Rate Total Cost SCE Data Request Amber Nyquist, Manager 2 $240.00 $480 Connor Birkeland,Senior Analyst 4 $225.00 $900 SCE Data Request Subtotal $1,380 1.0 Load Study and Forecast Amber Nyquist, Manager 2 $240.00 $480 Connor Birkeland,Senior Analyst 12 $225.00 $2,700 Task 1.0 Subtotal $3,180 2.0 Rate Analysis Gary Saleba, President/CEO 4 $250.00 $1,000 Amber Nyquist, Manager 10 $240.00 $2,400 Connor Birkeland,Senior Analyst 10 $225.00 $2,250 Task 2.0 Subtotal $5,650 3.0 Supply Scenario Analysis Gary Saleba, President/CEO 2 $250.00 $500 Steve Andersen, Manager 6 $240.00 $1,440 Kimberly Gentle,Senior Associate 8 $245.00 $1,960 Task 3.0 Subtotal $3,900 CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 17 Task Hours Rate Total Cost 4.0 Rate Comparison Amber Nyquist, Manager 4 $240.00 $960 Connor Birkeland, Senior Analyst 32 $225.00 $7,200 Task 4.0 Subtotal $8,160 5.0 Sensitivity Analysis Amber Nyquist, Manager 8 $240.00 $1,920 Connor Birkeland, Senior Analyst 16 $225.00 $3,600 Task 5.0 Subtotal $5,520 6.0 Regulatory Risk Analysis Gary Saleba, President/CEO 2 $250.00 $500 Amber Nyquist, Manager 8 $240.00 $1,920 Connor Birkeland, Senior Analyst 8 $225.00 $1,800 Task 6.0 Subtotal $4,220 7.0 Economic Impacts Amber Nyquist, Manager 2 $240.00 $480 Connor Birkeland, Senior Analyst 6 $225.00 $1,350 Task 7.0 Subtotal $1,830 8.0 Governance,Management, Funding Gary Saleba, President/CEO 10 $250.00 $2,500 Howard Choy,Senior Associate 10 $245.00 $2,450 Connor Birkeland,Senior Analyst 4 $225.00 $900 Task 8.0 Subtotal $5,850 9.0 Report of Technical Study Results Gary Saleba, President/CEO 20 $250.00 $5,000 Amber Nyquist, Manager 4 $240.00 $960 Steve Andersen, Manager 2 $240.00 $480 Connor Birkeland,Senior Analyst 4 $225.00 $900 Howard Choy,Senior Associate 8 $245.00 $1,960 Ryan Baron, BB&K 8 $395.00 $3,160 Task 9.0 Subtotal $12,460 GRAND TOTAL 216 $52,150 CITY OF HUNTINGTON BEACH-COMMUNITY CHOICE ENERGY FEASIBILITY STUDY 18 A. V Q Mtn Christina L. Shea, Mayor cityofirvine.org City of Irvine,One Civic Center Plaza. P.O. Box 19575, Irvine.California 92623-9575 949-724-6233 January 9, 2020 Re: Invitation to Discuss Community Choice Energy Dear Mayors and City Councilmembers: On December 10, 2019, the Irvine City Council voted unanimously to consider formation of a Community Choice Energy (CCE) program in partnership with other Orange County cities. I am inviting your agency to join the City of Irvine in this landmark action as we review options to develop a Joint Power Authority and launch a CCE program in Orange County. We see Community Choice Energy as an opportunity to bring competition, local control, and freedom of choice to the electricity market. We understand there is potential to increase clean energy in this region, take control of electricity rates, and design programs that fit the needs of our communities. Irvine staff will provide an update to our City Council on February 11, 2020, and we would like to know which cities in Orange County are interested in partnering with Irvine to explore implementation of a CCE program. As some background, CCE programs, also known as Community Choice Aggregation (CCA), serve as an alternative to the traditional Investor Owned Utility power procurement process, allowing local governments to purchase electricity and sell it to consumers at competitive rates. CCE programs are not considered municipal utilities and will operate in partnership with the utility. Southern California Edison will continue to provide transmission and distribution, power line maintenance, and customer billing services. Irvine commissioned a feasibility study of CCE program implementation to better understand the issues surrounding development and risks of operating a CCE program in Irvine. The Study found that with mitigated risks, a CCE program in Irvine is financially feasible, and that partnership with other Orange County cities is possible. If you would like to participate in CCE exploratory discussions, please contact Sona Coffee, Environmental Programs Administrator at 949-724-1562 or scoffee(a)cityofirvine.org by February 3, 2020. Our staff will be in touch with interested cities to coordinate next steps as we move forward. Sincerely, Christina L. Shea Mayor cc: John Russo, City Manager, City of Irvine Mark Steuer, Director of Public Works and Transportation, City of Irvine Sona Coffee, Environmental Programs Administrator, City of Irvine City Manager, Orange County Cities City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk October 9, 2020 MRW &Associates, LLC Attn: Mark Fullmer 1736 Franklin Street, Suite 700 Oakland, CA 94612 Dear Mr. Fullmer: Enclosed is a copy of the "Professional Services Contract between the City of Huntington Beach and MRW & Associates, LLC for Community Choice Energy Feasibility Study" approved by the Huntington Beach City Council on February 3, 2020. Sincerely, Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities. Anjo, Japan ♦ Waitakere, New Zealand OPT76AI 'C ' l5� - City of Huntington Beach NO) ` File #: 20-1375 MEETING DATE: 2I312020 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Oliver Chi. City Manager PREPARED BY: Travis Hopkins, PE. Assistant City Manager Subject: Review and consider the Community Choice Energy (CCE) Feasibility Study options Statement of Issue: On August 5, 2019, the City Council directed that staff proceed with issuing a Request for Information (RFI) for qualified firms to complete a Community Choice Energy (CCE) Feasibility Study. and to conduct additional research related to possible ratepayer savings through CCE programs. Based on that direction, staff has completed the RFI process, and additionally. we have obtained information on electricity rate comparisons between SCE and a current the Clean Power Alliance, a CCE currently operating in LA County. Additionally. the City recently received an invitation from the City of Irvine to explore participation in their proposed CCE Joint Powers Authority. This invitation was extended after Irvine completed their own CCE study and made the decision to move forward with forming a possible CCE program in partnership with other Orange County jurisdictions. As part of the City's possible CCE study. the City Council does have the option of exploring participation in Irvine's possible CCE program moving ahead. Financial Impact: If the City Council directs staff to complete a CCE Feasibility Study. the assessment will cost an amount not to exceed S66,000 Funding for this initiative is available in the General Fund. Recommended Action: Consider moving forward with the proposed Community Choice Feasibility Study and provide staff with direction on the following options A) Direct staff to complete a CCE Feasibility Study and authorize the City Manager approve the required agreements with MRW & Associates for completion of the study for an amount not to exceed $66.000, Or B) Direct staff not to move forward with the CCE Feasibility Study Or City of Huntington Beach as .+4 Pnnted on 1/29/2020 .,fi-fWA e•.;s7,1 File #: 20-1375 MEETING GATE: 2l312020 C) Direct staff to move forward with the CCE Feasibility Study with MRW & Associates for an amount not to exceed 566,000, and as part of that study, assess the feasibility of joining the City of Irvine's CCE program. Alternative Actionts): Provide staff with alternative direction. Analysis: Community Choice Energy (CCE), also known as Community Choice Aggregation, are entities that can be formed by local governments to purchase power, set rates, and collect revenue. CCE's serve as an alternate method for procuring power other than the traditional investor-owned utility. A CCE can give local governments the opportunity to control their energy procurement portfolio. Also of note, CCE's operate in partnership with the electric utility (Southern California Edison in Huntington Beach's case). In the CCE model, the utility continues to provide transmission and distribution services, power line maintenance, and customer billing services. On August 5, 2019, Council Members Delgleize and Carr submitted a City Council agenda item requesting that the City move forward with conducting a study to determine the feasibility of establishing a CCE in Huntington Beach. Based on direction provided by the City Council, staff was ultimately directed to engage two work efforts. First, staff was directed to conduct research to demonstrate whether or not CCE's could result in electrical ratepayer savings. In addition, staff was directed to coordinate a RFI to identify a qualified firm to conduct a CCE feasibility study for Huntington Beach, Regarding the feasibility study, the City released the RFI on September 20, 2019. Two firms submitted proposals, and a multi-department team reviewed the proposals. Both firms were deemed qualified, and both were interviewed on January 13, 2020, by a panel including the City Manager, Assistant City Manager, Acting Public Works Director and Finance Department representatives. Based on that interview, the panel identified MRW & Associates (see attached RFI response proposal) as the preferred company to coordinate the feasibility study, if City Council ultimately elects to move forward with the review. In addition, staff researched ad obtained comparable electrical power rates as offered through the Clean Power Alliance (CPA), which is a CCE that serves customers across 31 communities in Southern California with electrical services provided by SCE. CPA was established in 2017 with the Los Angeles County unincorporated areas, Rolling Hills Estates, and South Pasadena. Attachments 1 and 2 provide a rate comparison between electrical costs with the CPA CCE compared against rates offered by Southern California Edison for commercial 1 industrial ,and residential costs, respectively. The comparison tables show that the CCE offered slight cost savings when compared with SCE, with the calculated savings falling somewhere in the neighborhood of around 2% when comparing SCE standard rates to CPA's Lean Power Rate. Also of note;. the CPA CCE is structured to provide their customers with three power options using three levels of renewable energy generation (36%, 50%, and 100%). For customers that choose the 100% renewable power option, there is a premium cost of between 7-9% above SCE's base rate. City of Huntington Beaus Page 2 of 4 Printed on V2,91 20 File #: 20-1375 MEETING DATE: 2/3/2020 Finally, in December of 2019, the City of Irvine elected to consider the formation of a CCE in partnership with other ©range County Cities. The City received a letter from Irvine Mayor Christina Shea recently (see Attachment 3), offering Huntington Beach the opportunity to participate in exploratory discussions regarding the formation of a CCE. If the City Council does elect to consider exploring participation with the Irvine CCE, the recommended consultant firm of MRW S Associates would be able to provide analysis and support for this effort within the not to exceed cost amount of S66.000. Both of the consulting firms who responded to the City's RFI shared that based on their experience, it would certainly be financially feasible for Huntington Beach to establish or join a CCE. As staff has further considered this overall matter, there are possible benefits and associated risks when forming a GCE, and among the items are the following: • Setting up a CCE provides municipal entities with local control to identify their own electrical power sources, and associated opportunities to create local energy programs and economic development opportunities. • CCE's have demonstrated the opportunity to save ratepayers around 1% - 5% off of electrical costs when compared with SCE-equivalent power programs. • There are significant up-front costs associated with establishing a CCE. For instance, the City of Irvine's recently completed feasibility study, the start-up costs for establishing their CCE were identified to be S10.05 million. • Fluctuations in electrical power cost structures could reduce or eliminate any potential ratepayer savings, and increased power supply costs could lead CCE rates to exceed SCE rates. • Future regulatory changes could diminish the compet veness of CCE's when compared with SCE related costs. The proposed feasibility study is intended to analyze the local Huntington Beach electrical power market, assess the benefits / risks associated with forming a CCE, and identify possible governance structures associated with a future CCE operation. Environmental Status: Not applicable Strategic Flan goal: Enhance and maintain high quality City services Attachment(s): 1. SCE and CPA Joint Rate Comparison - Commercial/Industrial. 2. SCE and CPA Joint Rate Comparison - Residential. City of Huntington Beach Page 3 of 4 Pnntel on lf2V2020 File #: 20-1375 MEETING DATE: 2/312020 3. Irvine Letter - Invitation to Discuss Community Choice Energy 4. MRW Response to Request for Information for CCE Feasibility Study City of Htintin ton Besot, Page 4 of+4 Primed on ^ 2 1202Ci tea: