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Gilardi & Co LLC 1111 CITY OF RANCHO PALOS VERDES PROFESSIONAL/TECHNICAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 6 day of .aovivcAi , 201)Wby and between the City of Rancho Palos Verdes (hereinafter referred Ito as the "CITY") and Gilardi & Co, LLC (hereafter referred to as "CONSULTANT"). IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The Project is described as follows: Telecommunication Utility User Tax Refund Administration. 1.2 Description of Services CONSULTANT shall: administer the claims process for eligible City taxpayers to receive a refund of the City's utility user tax imposed on telecommunications services for the claim period beginning August 13, 2013 and ending on December 31, 2014, as described in the CITY's Request for Proposals, which is attached hereto as Exhibit "A" and incorporated herein by this reference, and in CONSULTANT's Proposal, which is attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of any conflict between the terms of this Agreement and incorporated documents, the terms of this Agreement shall control. In the event of any conflict between Exhibits "A" and "B," the terms of Exhibit "A" shall control. 1.3 Schedule of Work Upon receipt of written Notice to Proceed from the CITY, CONSULTANT shall perform with due diligence the services requested by the CITY. Time is of the essence in this Agreement. CONSULTANT shall not be responsible for delay, nor shall CONSULTANT be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely information or to approve or disapprove CONSULTANT's work promptly, or delay or faulty performance by CITY, other consultants/contractors, or governmental agencies, or any other delays beyond CONSULTANT's control or without CONSULTANT's fault. ARTICLE 2 COMPENSATION 2.1 Fee Page 1 of 10 CITY agrees to compensate CONSULTANT an amount not to exceed eighty thousand dollars ($80,000) for the services described in Article 1. 2.2 Terms of Compensation CONSULTANT shall submit monthly invoices for the percentage of work completed in the previous month. CITY agrees to authorize payment for all undisputed invoice amounts within thirty (30) days of receipt of each invoice. CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice amounts or claimed completion percentages within ten (10) days of the receipt of each invoice. However, CITY's failure to timely notify CONSULTANT of a disputed amount or claimed completion percentage shall not be deemed a waiver of CITY's right to challenge such amount or percentage. Additionally, in the event CITY fails to pay any undisputed amounts due CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10) working days advance written notice. 2.3 Additional Services CITY may request additional specified work under this Agreement. All such work must be authorized in writing by the CITY's City Manager prior to commencement. CONSULTANT shall perform such services, and CITY shall pay for such additional services in accordance with CONSULTANT's Schedule of Hourly Rates, which is within Exhibit "B". 2.4 Term of Agreement This Agreement shall commence on December 16, 2014 and shall terminate on December 31, 2015, unless sooner terminated pursuant to Article 4 of this Agreement or extended by the mutual written agreement of the parties. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification To the maximum extent permitted by law, CONSULTANT shall defend, indemnify, and hold the CITY, its officials, officers, employees, agents and independent contractors serving in the role of CITY officials, and volunteers (collectively "Indemnitees") free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death (collectively "Claims"), in any manner arising out of or incident to any acts or omissions of CONSULTANT, its officials, officers, employees or agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related Page 2 of 10 III 410 costs and expenses, except for such Claims arising out of the sole negligence or willful misconduct of the Indemnitees. With respect to any and all such Claims, CONSULTANT shall defend Indemnitees at CONSULTANT's own cost, expense, and risk and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. CONSULTANT shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. CONSULTANT's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by CONSULTANT or Indemnitees. All duties of CONSULTANT under this Section shall survive termination of this Agreement. 3.2 General Liability CONSULTANT shall at all times during the term of the Agreement carry, maintain, and keep in full force and effect, a policy or policies of Commercial General Liability Insurance, with minimum limits of one million dollars ($1,000,000) for each occurrence and two million dollars ($2,000,000) general aggregate for bodily injury, death, loss or property damage for products or completed operations and any and all other activities undertaken by CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted or authorized to do business in the State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or better. 3.3 Automobile Liability CONSULTANT shall at all times during the term of this Agreement obtain, maintain, and keep in full force and effect, a policy or policies of Automobile Liability Insurance, with minimum of one million dollars ($1,000,000) per claim and occurrence and two million dollars ($2,000,000) in the aggregate for bodily injuries or death of one person and five hundred thousand dollars ($500,000) for property damage arising from one incident. Said policy or policies shall be issued by an insurer admitted or authorized to do business in the State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or better. 3.4 Worker's Compensation CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law. CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. 3.5 Notice of Cancellation (a) All insurance policies shall provide that the insurance coverage shall not be cancelled or modified by the insurance carrier without thirty (30) days prior written notice to CITY, or ten (10) days notice if cancellation is due to nonpayment of premium. Additionally, CONSULTANT shall provide immediate notice to the CITY if CONSULTANT receives a cancellation or policy revision notice from the insurer. Page 3 of 10 • 0 (b) CONSULTANT agrees that it will not cancel or reduce any required insurance coverage. CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon. 3.6 Entire Policy and Certificate of Insurance At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Clerk certificates of insurance showing that the aforesaid policies are in effect in the required amounts. The commercial general liability policy shall contain an endorsement naming the CITY, its officers, agents and employees as additional insureds. 3.7 Primary Coverage The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The insurance policies (other than workers compensation and professional liability) shall include provisions for waiver of subrogation. ARTICLE 4 TERMINATION 4.1 Termination of Agreement (a) This Agreement may be terminated at any time, with or without cause, by the CITY upon thirty (30) days prior written notice or by CONSULTANT upon ninety (90) days prior written notice. Notice shall be deemed served if completed in compliance with Section 6.15. (b) In the event of termination or cancellation of this Agreement by CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid compensation for all services performed by CONSULTANT, in an amount to be determined as follows: for work satisfactorily done in accordance with all of the terms and provisions of this Agreement as determined by the CITY, CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the effective date of termination or cancellation in accordance with the work items; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in this Agreement. ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All final documents, reports, information, data, exhibits, images, video files and media created or developed by CONSULTANT pursuant to this Agreement Page 4 of 10 0 • ("Written Products") shall be and remain the property of the CITY without restriction or limitation upon its use, duplication or dissemination by the CITY. All Written Products shall be considered "works made for hire," and all Written Products and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of the CITY without restriction or limitation upon their use, duplication or dissemination by the CITY. CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. CONSULTANT hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONSULTANT warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the services and the production of all Written Products produced under this Agreement, and that the CITY has full legal title to and the right to reproduce the Written Products. CONSULTANT shall defend, indemnify and hold the CITY, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of CITY officials, harmless from any loss, claim or liability in any way related to a claim that CITY's use of any of the Written Products is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. CONSULTANT shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the services and Written Products produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined, CONSULTANT, at its expense, shall: (a) secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction, or by procuring a license or licenses for CITY; or (b) modify the Written Products and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. This covenant shall survive the termination of this Agreement. Upon termination, abandonment or suspension of the Project, the CONSULTANT shall deliver to the CITY all Written Products and other deliverables related to the Project without additional cost or expense to the CITY. If CONSULTANT prepares a document on a computer, CONSULTANT shall provide CITY with said document both in a printed format and in an electronic format that is acceptable to the CITY. ARTICLE 6 GENERAL PROVISIONS Page 5 of 10 • 0 6.1 Representation The CITY representative shall be the Director of Finance or his or her designee, and CONSULTANT shall notify CITY of CONSULTANT's designated representative. These individuals shall be the primary contact persons for the parties regarding performance of this Agreement. 6.2 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement, CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48), the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1990 (42 U.S.C. § 11200, et seq.). 6.3 Audit The CITY or its representative shall have the option of inspecting, auditing, or inspecting and auditing all records and other written materials used by CONSULTANT in preparing its billings to the CITY as a condition precedent to any payment to CONSULTANT. CONSULTANT will promptly furnish documents requested by the CITY. Additionally, CONSULTANT shall be subject to State Auditor examination and audit at the request of the CITY or as part of any audit of the CITY, for a period of three (3) years after final payment under this Agreement. 6.4 Personnel CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT's services under this Agreement. CONSULTANT shall make reasonable efforts to maintain the continuity of CONSULTANT's staff who are assigned to perform the services hereunder and shall obtain the Director's approval of all proposed staff members who will perform such services. CONSULTANT may associate with or employ associates or subcontractors in the performance of its services under this Agreement, but at all times shall CONSULTANT be responsible for its associates and subcontractors' services. 6.5 CONSULTANT's Representations CONSULTANT represents, covenants and agrees that: a) CONSULTANT is licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary to perform the services in accordance with the terms and conditions set forth in this Agreement; b) there are no obligations, commitments, or impediments of any kind that will limit or prevent CONSULTANT's full performance under this Agreement; c) to the extent required by the standard of practice, CONSULTANT has investigated and considered the scope of services performed, has carefully considered how the services should be performed, and understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Page 6 of 10 0 • 6.6 Conflicts of Interest CONSULTANT agrees not to accept any employment or representation during the term of this Agreement or within twelve (12) months after completion of the work under this Agreement which is or may likely make CONSULTANT "financially interested" (as provided in California Government Code Sections 1090 and 87100) in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement. 6.7 Legal Action (a) Should either party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, excluding California's choice of law rules. Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. (b) If any legal action or other proceeding, including action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, experts' fees, and other costs, in addition to any other relief to which the party may be entitled. (c) Should any legal action about a project between CITY and a party other than CONSULTANT require the testimony of CONSULTANT when there is no allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. 6.8 Assignment Neither this Agreement nor any part thereof shall be assigned by CONSULTANT without the prior written consent of the CITY. Any such purported assignment without written consent shall be null and void, and CONSULTANT shall hold harmless, defend and indemnify the CITY and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from any unauthorized assignment. Notwithstanding the above, CONSULTANT may use the services of persons and entities not in CONSULTANT's direct employ, when it is appropriate and customary to do so. CONSULTANT's use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance. 6.9 Independent Contractor CONSULTANT is and shall at all times remain, as to the CITY, a wholly independent contractor. Neither the CITY nor any of its agents shall have control over Page 7 of 10 40 • the conduct of CONSULTANT or any of the CONSULTANT's employees, except as herein set forth, and CONSULTANT is free to dispose of all portions of its time and activities which it is not obligated to devote to the CITY in such a manner and to such persons, firms, or corporations as the CONSULTANT wishes except as expressly provided in this Agreement. CONSULTANT shall have no power to incur any debt, obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent. CONSULTANT shall not, at any time or in any manner, represent that it or any of its agents, servants or employees, are in any manner agents, servants or employees of CITY. CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement, and to indemnify and hold the CITY harmless from any and all taxes, assessments, penalties, and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers' compensation law regarding CONSULTANT and its employees. CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure of CONSULTANT to comply with applicable workers' compensation laws. The CITY shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to the CITY from CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. 6.10 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.11 Entire Agreement This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended, or provisions or breach may be waived, only by subsequent written agreement signed by both parties. 6.12 Construction In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 6.13 Non-Waiver of Terms, Rights and Remedies Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by the CITY of any payment to CONSULTANT constitute or be construed as a waiver by the CITY of any breach of covenant, or any default which may then exist on the part of CONSULTANT, and the Page 8 of 10 1110 making of any such payment by the CITY shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default. 6.14 Severability If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 6.15 Notice Except as otherwise required by law, any notice, payment or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during CITY's regular business hours or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses listed below, or at such other address as one party may notify the other: To CITY: Director of Finance City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To CONSULTANT: Responsible Person: Daniel Burke Address: 3301 Kerner Blvd. San Rafael, CA 94901 [Signatures on next page.] Page 9 of 10 � a IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. Dated: i €Cfvt41 .1 ( )OIi Gilardi & Co, LL ONSULTANT") By: Printed Nam Title: CO) By: DO?d/ Printed Name: ,Da H `-e/ 34 ! Title: /)rte.t.✓ Avg //74,- Dated: CITY OF RANCHO PALOS VERDES ("CITY") By: M. or t r ATTEST. APPROVED AS TO FORM BY: / By: , Page 10 of 10 • Exhibit "A": City's Request For Proposals • City of Rancho Palos Verdes Request for Proposal Telecommunication Utility User Tax Refund Due: On or Before 5:00 p.m. Friday, November 7, 2014 � r City of Rancho Palos Verdes Finance Department 30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275 Phone: (310) 377-0360 Issued October 23, 2014 11111 II City of Rancho Palos Verdes Request for Proposal UUT Refund Page 2 CITY OF RANCHO PALOS VERDES REQUEST FOR PROPOSAL TELECOMMUNICATION UTILITY USER TAX REFUND I. INTRODUCTION AND PROJECT The City of Rancho Palos Verdes (City) is a scenic, residential coastal community, with a population of 42,000, located on the Palos Verdes Peninsula of southwestern Los Angeles County. City invites proposals for managing the claims process for refund of City's Utility User's Tax (UUT) as applied to telephone communication services. Through this process City wants to be assured of the most efficient and cost-effective plan for class administration. City's goal is to make the refund process as efficient as possible while requiring reasonable substantiation of the total amount of tax paid during the refund period. To that end,City affords your organization an opportunity to provide a proposal and cost estimate, including suggestions for handling the administration in order to control expense and facilitate expeditious refund of UUT to City's residents and other taxpayers. City will select one firm,based on demonstrated competence and a cost effective approach. Claims administrators must be able to proceed immediately upon acceptance of proposal. II. BACKGROUND On August 19, 2014, City Council took action to suspend collection of UUT from telecommunication providers. During the week of August 25, 2014, City mailed letters directing suspension of collection of UUT to the ninety-two (92) entities that collect and remit UUT to the City based on telecommunication services provided to City's residents. City expects that telecommunication providers may require more than one billing cycle to suspend collection of UUT, as system re-programming and other administrative procedures may be necessary. All UUT collected from telecommunication providers since August 13,2013,(the one-year refund claim period allowed by City's Municipal Code), has been, or will be, transferred to the UUT Telecommunication Claim Account established by City Council. Although the exact amount is not yet know, it is expected to be about $700,000. City will adjust the amount of funds available for refund once all telephone service providers have completely terminated collection and remittance of UUT. The total amount is not likely to exceed $850,000. On October 15, 2014, City was served with a class action complaint seeking taxpayer refunds of UUT collected and remitted by telecommunication providers since August 1, 2006. Class certification has not yet been established in this recently filed lawsuit. The scope of services requested in this Request for Proposal does not include matters relating to the pending litigation. City planned, adopted, and is proceeding with its UUT refund process independent of the claims in the pending litigation. • City of Rancho Palos Verdes Request for Proposal UUT Refund Page 3 II. REFUND CLAIM PROCESS City is moving forward with a refund claim process for its taxpayer residents during the Refund Recovery Period of August 2013 through December 2014. City intends to allow claimants to seek refund of all UUT taxes imposed during the Refund Recovery Period. Through the refund claim process, claimants may choose one of three refund options(per wireless phone plan or land line phone plan): • Option One-Flat Refund—Claimant shall complete and return a UUT refund claim form to receive a one-time $25 payment in full satisfaction of claim. • Option Two—Extrapolated Refund—Claimant shall submit a claim form along with one monthly billing statement showing City's UUT applied to claimant's telephone bill. The amount of UUT taxed on the provided billing statement will be multiplied by the seventeen (17) months in the Refund Recovery Period for an estimated refund to claimant in full satisfaction of the claim. • Option Three- Exact Refund—Claimant required to submit full documentation of each and every telephone billing statement during the Refund Recovery Period to receive a refund of the exact amount of UUT paid in full satisfaction of the claim UUT Refund Claim Form For each of the three refund options,claimants must complete a UUT refund claim form certifying basic information (i.e., name, address, cellular or land line phone number, account number, telephone service provider name, and a records release authorization permitting City to request from claimant's service provider claimant's telephone billing records for the Refund Recovery Period), and a release of the City from any further claims of telecommunications UUT arising during the Refund Recovery Period. Claimants who select option two or three must submit sufficient documentation along with their claim form. Documentation must have a service address(for land line accounts)or mailing address (for wireless accounts')within City, and UUT imposed during the Refund Recovery Period. Claims forms must be submitted within six (6) months of the date of mailing of Notice of UUT Refund to all addresses within City that receive mail delivery, or within six(6)months of the date 1 For wireless phone service,each plan may have multiple user phone numbers/lines,but only one claim is allowed per plan where the UUT is charged on a single invoice covering multiple phone numbers under a single plan.Claims administration should be capable of cross-checking refund claims using claimant service and mailing addresses to determine if multiple claims were submitted from same address. If so,Claims Administrator is to check claim forms to ensure different account numbers/providers are listed to avoid multiple claimants on same plan submitting separate claims for flat refund amount option. City of Rancho Palos Verdes Request for Proposal UUT Refund Page 4 of publication of Notice of UUT Refund, whichever is later. Claims are timely submitted if received within that timeframe, or if electronically submitted that day by midnight. City has taken the initiative to pre-draft language for the Claim Notice and Claim Form (see Appendix). City invites suggestions from claims administrator, subject to City approval. III. SCOPE OF SERVICES REQUIRED All proposals must be made on the basis of, and either meet or exceed,the requirements contained herein. Administration services shall include, but are not limited to, data hygiene, dissemination of notices, handling of returned mail, telephone support, website design and maintenance, claims processing, reporting, fund management, distribution services, and related IRS tax compliance. City is seeking the services of a highly qualified claims administration provider to assist with the aforementioned refund claim process in the following key areas: • Publication of Notice of Availability of UUT Refund — Claims administration provider shall publish notice of City Council's action to provide UUT refunds. Advertisements shall be publicized in the Daily Breeze on two consecutive Tuesdays and Sundays, and in Palos Verdes Peninsula News on two consecutive Thursdays (dates to be approved by City). Claims administration provider shall provide City with draft of advertisement for final approval, prior to publishing. • Mailing List—City does not have the ability to identify by name or address the telephone communication services users who paid City's UUT on their telephone bills and are eligible for refunds, or the total number of potential refund claimants.Though such precise data is not available, City has a population of approximately 42,000. There are approximately 15,500 households within City. There are more than 16,000 housing units within City. City is entirely located within the 90275 zip code that receive mail delivery. The claims administration provider shall be responsible for purchasing or otherwise obtaining a database with the mailing list of all City addresses within the 90275 zip code. A copy of the mailing list database shall also be supplied to City. • Refund Claim Notice Letters (with claim forms) — Notices are to be mailed to every residential and commercial address within City that receives mail delivery. Notices may be addressed to "resident." o Notice of UUT Refund Claim o Returnable Refund Claim Form o Self-Addressed Pre-Paid Postage Envelope (for return of claim forms by mail) O 2nd Notice of UUT Refund Claim (reminder notice mailed to every address; sent at a date during pending claim period to be identified by City in consultation with claims administrator)—to be issued as a post card notice with basic info on where to access website or otherwise obtain claim forms, and reminder notice of deadline for claim submission 0 9 City of Rancho Palos Verdes Request for Proposal UUT Refund Page 5 • Claim Forms — Prepare claim form with the following requirements that each claimant must certify and return for claims: o Name,service and/or mailing addresses,wireless and/or land line phone number(s), service plan account number(s), and telephone service provider name(s) (e.g. Verizon, AT&T, etc.) o Release for claimant's wireless and/or land line service provider(s)to allow claims administrator to access info to verify eligibility and/or obtain records of claimant's phone plan and UUT charges o Claimant was a wireless and/or land line telephone subscriber during all or some portion of the Refund Recovery Period o Claimant's service address (for land line accounts) and/or billing address (for wireless accounts) listed for the land line and/or wireless telephone service was within City o Claimant paid City UUT on telephone communication services during the Refund Recovery Period • Claims Administrator Website — Implement and design website to include relevant information to assist claimants with refund process, frequently asked questions, electronic copies of claim documents, and capability to complete an electronic claim form with electronic signature/certification of information (with the ability to upload copies of supporting documents where applicable or option of sending in supporting documents via email, fax or mail). Maintain website throughout claim period and for a minimum of one year after either all claims are resolved or the one year anniversary of the end of the claim period, whichever occurs last. • Live Call Center—Provide telephone support for claimants who require assistance and seek additional information. • Exclusion Requests ("Opt Out")—Applicable only if required by court order (e.g., in the event of class certification in pending litigation). Claims administrator to process all Requests for Exclusion and provide lists and/or copies to the parties. Statistics for the number of exclusion requests shall be stated in the claims administrator's affidavit for reporting statistics to the court, if applicable. • Refund Claims Processing — Develop and clearly outline the claims processing methodology and determine guidelines for the evaluation of the claims, rejection of claims and allowance (time and otherwise) for correction and re-submittal of claims. Claims administrator and City shall work together to come to agreement regarding claims processing procedures and protocols for various problems in advance of the actual processing. 0 . City of Rancho Palos Verdes Request for Proposal UUT Refund Page 6 • Reporting — Claims administrator should provide weekly reports detailing the basic statistics of the refund claims process, number of claims submitted for each refund option, and estimated figures of the cumulative refund claim amounts for each refund option category and combined total amounts claimed. • Distribution of Refunds — Claims administrator to handle all cash management and reporting system tasks for refund. Includes managing the refunds and daily monitoring of the disbursement account. The above-mentioned services are provided as a guideline to assist in formulating your proposal. City believes these services will merit a successful refund claim process but welcomes and appreciates any and all suggestions and recommendations for handling the administration of the refund claim process. Your proposal shall take into consideration all printing and mailing costs. Where applicable, City shall provide translation services at City's expense to translate mailing documents prepared by the claims administrator into Spanish, Korean, Chinese, Japanese, and Hindi. While we anticipate making forms available in all six languages, we only plan to mail out a condensed two page form with instructions in each language on how to obtain the Claim Form and Claim Notice documents in other languages. These documents shall also be made available on the claims administrator's website or upon request. IV. SELECTION CRITERIA City will conduct a comprehensive, fair, and impartial evaluation of the proposals received in response to this Request for Proposal. All proposals timely received will be reviewed and evaluated on the basis of qualifications, experience, ability to proceed immediately, and cost. IV. FORMAT Respondents are asked to submit a copy of their proposal in sufficient detail to allow for a thorough evaluation and comparative analysis. All proposals shall remain valid for a period not less than ninety(90) days from the date of submittal. The proposal shall be signed by an officer authorized to contractually bind the respondent and acknowledge the terms and conditions of this Request for Proposal document. The name,title, address, and telephone number of a contact person must also be provided. Proposals must include options for both a fixed fee and time and materials fee structure. A hybrid option of the time and materials and fixed fee models may also be proposed, although not required. The proposal shall summarize the scope of work as the proposer perceives or envisions the proposed refund claim process. Further, the proposal should convey your understanding of the assignment and significant steps, methods, and procedures to be employed by the proposer to ensure quality deliverables that can be delivered within the required time frames. 410 110 City of Rancho Palos Verdes Request for Proposal UUT Refund Page 7 Claims administration fees quotes should be based on a clear set of data relative to the available claim options, level of detail and documentation required,estimated number of potential claimants, number of mailing addresses for jurisdiction covered by refund claim process, and other factors outlined above. Responses are due on or before 5:00 p.m. on November 7, 2014. Late responses may not be accepted. Deliver proposals by mail or email to: City of Rancho Palos Verdes Attention: Dennis McLean, Director of Finance 30940 Hawthorne Blvd Rancho Palos Verdes, CA 90275 Email: dennism@rpv.com If you have any questions regarding this Request for Proposal, please contact Dennis McLean at (310) 544-5212. V. STANDARD TERMS AND CONDITIONS The following conditions apply to the Request for Proposal process: A. Nothing contained in this Request for Proposal shall create any contractual relationship between the respondent and City. B. City reserves the right to amend or cancel the Request for Proposal without prior notice, at any time, at its sole discretion. C. City shall not be liable for any expenses incurred by any individual or organization in connection with the Request for Proposal. D. City reserves the right, in its sole discretion,to accept or reject any or all proposals without prior notice and to waive any minor irregularities or defects in a proposal.City reserves the right to seek clarification on a proposal with any source. E. All submitted proposals and information included herein or attached thereto, shall become public record upon delivery to City. 0 9 City of Rancho Palos Verdes Request for Proposal UUT Refund Page 8 Aendix N • City of Rancho Palos Verdes Request for Proposal UUT Refund Page 9 CITY OF RANCHO PALOS VERDES NOTICE OF TELECOMMUNICATION UTILITY USER TAX REFUND WHY DID I RECEIVE THIS NOTICE? This Notice was mailed to all residential and commercial addresses in the City of Rancho Palos Verdes. WHO IS ELIGIBLE FOR A REFUND? If you had a landline telephone service at a 90275 service address in Rancho Palos Verdes at any time from August 2013 to December 2014, you likely paid UUT and are eligible for a monetary refund. AND/OR If you had a wireless telephone service with a 90275 billing address in Rancho Palos Verdes at any time from August 2013 to December 2014,you likely paid UUT and are eligible for a monetary refund. For wireless phone service, each plan may have multiple user phone numbers/lines, but only one claim is allowed per plan where the UUT is charged on a single invoice covering multiple phone numbers under a single plan. WHY AM I ELIGIBLE FOR A REFUND? On August 19, 2014, City Council took action to suspend collection of UUT from telecommunication providers and establish a UUT Claim Account. During the week of August 25, 2014, City mailed letters directing suspension of collection of UUT to the ninety-two (92) entities that collect and remit UUT to the City based on telecommunication services provided to City's residents. City expects that telecommunication providers may require more than one billing cycle to suspend collection of UUT, as system re-programming and other administrative procedures may be necessary. In good faith, the City has decided to issue UUT refunds for the one year preceding suspension of UUT collection(in conformance with its Municipal Code refund period). City will adjust the amount of funds available for refund once all telephone service providers have completely terminated collection and remittance of UUT. HOW TO OBTAIN A REFUND? To obtain your refund, you must fill out and submit a Claim Form, along with the required documentation. Claim Forms must be received by , 2015. 0 0 City of Rancho Palos Verdes Request for Proposal UUT Refund Page 10 WHAT ARE MY REFUND OPTIONS? You may select one (1) refund option for each eligible wireless phone plan and land line phone plan: Option One-$25 Flat Refund Instructions: Complete and sign the Claim Form. AND Return your completed Claim Form to receive a flat $25 refund in full satisfaction of the claim. Option Two—Extrapolated Refund Instructions: Complete and sign the Claim Form. AND Submit a copy of one (1) monthly billing statement during the Refund Recovery Period (between August 2013 and December 2014) showing City's UUT applied to the telephone bill. Your refund will be calculated by multiplying the UUT charged on your submitted statement by the seventeen (17) months included in the Refund Recovery Period, for an estimated refund in full satisfaction of the claim. Option Three-Exact Refund Instructions: Complete and sign the Claim Form. AND Submit full documentation of each and every telephone billing statement during the Refund Recovery Period (between August 2013 and December 2014) showing City's UUT applied to the telephone bill. You will receive a refund in the exact amount of UUT displayed on your submitted telephone service billing statements applicable during the Refund Recovery Period in full satisfaction of the claim. Option Four—Do Nothing No action required. If you decide not to seek a refund, you will not receive any money. MORE INFORMATION If you have questions about the refund claim process, please contact the Claims Administrator at 1-888-XXX-XXXX. More information, claim forms, and detailed instructions on how to make a claim can be found at www.RanchoPalosVerdesUUTRefund.com. 0 0 CITY OF RANCHO PALOS VERDES TELECOMMUNICATION UTILITY USER TAX REFUND CLAIM FORM YOU CAN ALSO FILE CLAIM AT: www.RanchoPalosVerdesUUTRefund.com 1. Your Refund—Choose One(1)of Three(3)Options Option One-$25 Flat Refund Instructions: Complete this Claim Form and sign below. AND Return your completed Claim Form to receive a flat$25 refund in full satisfaction of the claim. Option Two—Extrapolated Refund Instructions: Complete this Claim Form and sign below. AND Submit a copy of one(1)monthly billing statement during the Refund Recovery Period(between August 2013 and December 2014)showing City's UUT applied to the telephone bill. Your refund will be calculated by multiplying the UUT charged on your submitted statement by the seventeen (17)months included in the Refund Recovery Period,for an estimated refund in full satisfaction of the claim. Option Three-Exact Refund Instructions: Complete this Claim Form and sign below. AND Submit full documentation of each and every telephone billing statement during the Refund Recovery Period(between August 2013 and December 2014) showing City's UUT applied to the telephone bill. You will receive a refund in the exact amount of UUT displayed on your submitted telephone service billing statements applicable during the Refund Recovery Period in full satisfaction of the claim. 2. Landline Refund(if applicable) Primary Account Holder's First Name: M.I.: Last Name: Landline Service Address: Rancho Palos Verdes, CA 90275 Landline Phone Number: Landline Service Provider Name: Landline Account Number: Mailing Address(if billing address different from service address): City: State: Zip Code: Desired Landline Refund: Check(X)only one(1)option Option One-$25 Flat Refund Option Two—Extrapolated Refund Option Three-Exact Refund 0 • City of Rancho Palos Verdes Request for Proposal UUT Refund Page 12 3. Wireless Refund(if applicable) Primary Account Holder's First Name: M.I.: Last Name: Wireless Billing Address: Rancho Palos Verdes,CA 90275 Wireless Phone Number: Wireless Service Provider Name: Wireless Account Number: Desired Wireless Refund: Check(X)only one(1)option Option One-$25 Flat Refund Option Two—Extrapolated Refund Option Three-Exact Refund 4. Ways to Submit Claim Form By mail Place completed Claim Form along with the required documentation for your selected refund option inside the pre-paid, self-addressed envelope provided to you and mail the envelope. By fax Fax your completed Claim Form along with the required documentation for your selected refund option to XXX-XXX-XXX. Online Visit www.RanchoPalosVerdesUUTRefund.com to complete the online Claim Form and electronically upload the required documentation for your selected refund option. 5. Certification and Release of Records to Claim Administrator/Release of Claims Against City I certify that the information on this application and attachments are true, correct, and complete to the best of my knowledge and belief. I authorize the Claims Administrator, to verify the information provided. I authorize the Claims Administrator to obtain my telephone billing records for the account number(s) identified above, from the telephone service provider(s)identified above,and agree to the release of such records, including under California Code of Civil Procedure section 1985.3 and/or 18 U.S.C. section 2703(c). I paid for telephone services between August 2013 and December 2014 and the billing and/or service address listed for my service(s)was in the City of Rancho Palos Verdes. I further agree to release City and all of its respective agents and employees from all claims, demands,rights and causes of action of any kind the undersigned now have or hereafter may have on account of or in any way arising from the UUT collected during the Refund Recovery Period of August 2013 through December 2014. 6. Signature and Date(Required) Signature: Date: 7. Deadline Refund Claim Forms must be received by , 2015. 0 0 Exhibit "B": Consultant's Proposal • LLC 3301 Kerner Blvd. San Rafael, CA 94901 P: (415)461-0410 F: (415)461-0412 November 6, 2014 daniel.burke@gilardi.com Sent by E-mail Dennis McLean City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 Matter: Telecommunication Utility User Tax Refund—Administration Cost Estimate Mr. McLean: Thank you for allowing Gilardi & Co. LLC ("Gilardi")the opportunity to submit a proposal in the above-referenced matter. As a privately-held company, you can be assured that we have no conflicts of interest that could potentially affect our ability to effectively manage the claims process for refund of Rancho Palos Verdes' Utility User Tax(UUT) as applied to telephone communication services. Gilardi is the nation's largest, private full service administrator of class action settlements. Over the last thirty years, we have provided cost-effective administrations in more than 4,500 settlements, with distributions of assets greater than $25 billion. Through this time, we have crafted our methods for the efficient management of cases of all sizes and complexities and we continue to evolve as we seek to provide perfection to our clients. On average, we provide annual escrow agent services for over 900 Qualified Settlement Funds and manage assets in excess of$1.5 billion dollars. As you may know, Gilardi was the claims administrator for the Villa v. Chula Vista matter, which dealt with Chula Vista's "Telephone Users Tax," which is similar to Ranchos Palos Verdes' UUT. The process outlined in the Request for Proposal in the Rancho Palos Verdes matter is very similar to the notice and claim process in Chula Vista. We are therefore very familiar and experienced in the claim process that will be necessary here. The assumptions in Gilardi's proposal are informed by the response rate we received in Chula Vista. For example, with the accessibility of billing statements online, we can expect more than half of the claimants will submit an Option Two or Option Three claim in this matter. Gilardi previously reviewed over 9,000 claims that require the same type of documentation required here under Option Two and Three and therefore is well suited to handle the administration of Rancho Palos Verdes' refund process efficiently and accurately. Please note, Gilardi has no conflicts of interest of any kind, however remote, with regard to this matter. Additionally, we are not involved with any litigation or investment that may reflect poorly upon the City of Rancho Palos Verdes. Gilardi does not ever offshore any portion of its processing work, in any matter. We process all claims under one roof and senior management is on location and intimately and actively involved with the oversight of each case or matter. 4111 This letter summarizes our costs based on the Scope of Work defined below, and the attached spreadsheet provides the details of our estimated costs: 10%Filing Rate 20%Filing Rate 30%Filing Rate 50%Filing Rate Notification $45,836 $45,836 $45,836 $45,836 Processing 8,486 11,576 14,839 18,639 Distribution 7,015 10,949 14,884 20,709 Publication 3,248 3,248 3,248 3,248 TOTAL: $64,584 $71,609 $78,807 $88,432 Administration Fee Cap("Not to Exceed" Cost of Administration): $80,000 SCOPE OF WORK 1. Case Setup, Planning, and Consulting 2. Data Preparation and Case Software Customization 3. Document Formatting/Approval 4. Printing/Mailing Notice Packet 5. Process Returned Undeliverable Mail ("RUM") 6. Provide address search services for RUM without a forwarding address and re-mail to new addresses 7. Printing/Mailing Reminder Postcard 8. Setup toll-free number and provide live operator support 9. Develop and maintain interactive case-dedicated website 10. Process claims, disputes and requests for exclusion 11. Open Qualified Settlement Fund bank account 12. Settlement Fund bank account maintenance 13. Issue checks for approved claims 14. Provide QSF bank account tax services 15. Provide declaration of procedures and any statistical reporting as necessary EXHIBITS The attached exhibits (referenced below) provide information about our recommended approach for the administration, our administration procedures in general, and background information for Gilardi's senior management team. > Exhibit A—Line Itemized Cost Estimate Spreadsheet > Exhibit B—Mailing Packet Diagram > Exhibit C—Data Submission Guidelines > Exhibit D—Gilardi Management Bios > Exhibit E—Advantages to a Gilardi Administration I believe that our proposal covers the details of the Administration Plan being contemplated at this time. Please feel free to contact me directly at (415) 458-3069 if there is anything we may have overlooked or that you wish to discuss further. Again, for more detailed information on our administration procedures and our executive management team, please refer to the attached Exhibits. P:(415)461-0410 www.gilardi.com F: (415)461-0412 111 0 Thank you for considering Gilardi. We look forward to the opportunity to work with you on this matter. Sincerely, #( 2 6--)9 Daniel Burke Executive Vice President&General Counsel Gilardi &Co. LLC P:(415)461-0410 1 www.gilardi.com 1 F:(415)461-0412 EXHIBIT A • November 6,2014 •cilleDennis McLean City of Rancho Palos Verdes Matter: Telecommunication Utility User Tax Refund-Administration Cost Estimate EXHIBIT A ADMINISTRATION ESTIMATE SUMMARY FULL ADMINISTRATION WITH CLAIMS PROCESSING AND DISTRIBUTION SERVICES KEY ASSUMPTIONS: 1 -Class consists of approximately 16,353 residents of Rancho Palos Verdes(zip code 90275) 2-Notice will consist of 2pg Notice of UUT Refund Claim,2pg Multi-language Instructions Form,and 2pg Returnable Refund Claim Form 3-Class Members will have the option to file a claim with three different refund options 4-Two potential claim filing options will require supporting documentation for proof of claim 5-Interactive case-dedicated website with capability to complete electronic Claim Form with electronic signature/certification of information and ability to upload supporting documentation 6-Toll-free number with live operator support 7-Class members without Internet access will be able to call the toll-free number to request Notice and a Claim Form CLASS SIZE: Total Estimated Class Size 16,353 Filing Percentage and Number of Claims Filed 10% 20% 30% 50% SERVICES: 1,635 3,271 4,906 8,177 Notification Procedures $ 45,836 $ 45,836 $ 45,836 $ 45,836 Processing/Reporting 8,486 11,576 14,839 18,639 Distribution 7,015 10,949 14,884 20,709 Total Estimated Administration Costs: $ 61,336 $ 68,361 $ 75,559 $ 85,184 PUBLICATION: Palos Verdes Peninsula News -2x Insertion $ 794 $ 794 $ 794 $ 794 Legal Notices(5"x 7"):2 consecutive Thursdays Daily Breeze -4x Insertion $ 2,454 $ 2,454 $ 2,454 $ 2,454 ROP(5.18"x 7"):2 consecutive Tuesdays and Sundays Total Estimated Administration Costs with Publication: $ 64,584 $ 71,609 $ 78,807 $ 88,432 ADMINISTRATION FEE CAP("Not to Exceed" Price): $80,000 41 0 November 6,2014 • • Dennis McLean City of Rancho Palos Verdes Matter: Telecommunication Utility User Tax Refund-Administration Cost Estimate Page 2 of 5 SUMMARY OF GILARDI SERVICES AND CASE-RELATED EXPENSES 10% 20% 30% 50% GILARDI SERVICES: 1,635 3,271 4,906 8,177 Case Setup $ 450 $ 450 450 450 Mailing Database Preparation 540 540 540 540 Software Customization 450 450 450 450 Document Formatting 720 720 720 720 Case Management 2,700 2,700 2,700 2,700 Print Production Staff Hours 1,080 1,080 1,080 1,080 RUM Scanning 245 245 245 245 Address Search Services(Skip-Tracing) 540 540 540 540 Telephone Support&Setup 10,215 10,215 10,215 10,215 Website Development 5,000 5,000 5,000 5,000 Claims Processing&Reporting 8,486 11,576 14,839 18,639 Distribution 2,750 2,750 2,750 2,750 Subtotal Gilardi Services $ 33,176 $ 36,266 $ 39,529 $ 43,329 CASE-RELATED EXPENSES: Purchase Mailing List 1,347 1,347 1,347 1,347 Printing Initial Notice 7,499 7,499 7,499 7,499 1st Class Postage for Initial Notice 6,639 6,639 6,639 6,639 National Change of Address Update 250 250 250 250 Printing Reminder Postcards 1,474 1,474 1,474 1,474 1st Class Postage for Reminder Notice Cards 4,334 4,334 4,334 4,334 Address Search Services(Skip-Tracing) 1,606 1,606 1,606 1,606 Estimated 1st Class Postage for Remails 747 747 747 747 Check Printing 3,271 6,541 9,812 14,309 1st Class Postage for Issued Checks 664 1,328 1,992 3,320 Tax Reporting 330 330 330 330 Subtotal Expenses $ 28,160 $ 32,095 $ 36,029 $ 41,854 PUBLICATION Palos Verdes Peninsula News-2x Insertion $ 794 $ 794 $ 794 $ 794 Daily Breeze-4x Insertion 2,454 2,454 2,454 2,454 Subtotal Publication Costs $ 3,248 $ 3,248 $ 3,248 $ 3,248 Total Estimated Administration Fees: $ 64,584 $ 71,609 $ 78,807 $ 88,432 ADMINISTRATION FEE CAP("Not to Exceed" Price 1: $80,000 • 11110 November 6,2014 nfiLc• • Dennis McLean City of Rancho Palos Verdes cga Matter: Telecommunication Utility User Tax Refund-Administration Cost Estimate Page 3 of 5 of Cost Estimate Spreadsheet NOTIFICATION PROCEDURES NOTIFICATION PROCEDURES Unit Rate Volume Cost Total Document Formatting&Class Data Preparation Case Setup $ 90.00 5 hrs $ 450 Mailing Database Preparation $ 90.00 6 hrs 540 Software Customization $ 90.00 5 hrs 450 Document Formatting $ 90.00 8 hrs 720 Case Management $ 90.00 30 hrs 2,700 Purchase Mailing List(Zip Code 90275) 1,347 NCOA 250 Subtotal Formatting&Data Prep $ 6,457 Printing/Mailing-Initial Notice Notice Packet: $ 0.459 16,353 $ 7,499 2-page Notice of UUT Refund Claim 2-page Multi-language Instructions Form 2-page Returnable Refund Claim Form #10 Envelope #9 BRM Return Envelope Estimated 1st Class Postage $ 0.406 16,353 6,639 Print Production Staff Hours $ 90.00 6 hrs 540 Subtotal Printing/Mailing 14,679 Returned Undeliverable Mail Handling("RUM") Total%&#of RUM Pieces 15% 2,453 RUM Scanning $ 0.10 2,453 $ 245 Address Search Services(Skip-Tracing) #of Searches(from RUM above) $ 0.25 2,453 613 Class List Contains SSNs?(Y/N) N #of New Addresses Found and Remail 75% $ 0.54 1,840 993 Estimated 1st Class Postage for Remails $ 0.406 1,840 747 Staff Hours performing Addr Searches&Re-Mails $ 90.00 6 hrs 540 Subtotal Address Searches 3,138 Printing/Mailing-Reminder Postcard Print Reminder Postard Notice $ 0.090 16,353 $ 1,474 Estimated 1st Class Postage $ 0.265 16,353 4,334 Print Production Staff Hours $ 90.00 6 hrs 540 Subtotal Printing/Mailing 6,347 Telephone Support Phone Script and FAQ development $ 90.00 5 hrs $ 450 Estimated%and#of Class Member Calls 10% 1,635 Average minutes per call 5 min Staff Hours Providing Phone Support $ 70.00 136 hrs 9,520 Estimated%and#of Callers Requesting Notice Packet 10% 164 Notice Packet Request Fulfillment(Including Postage) $ 1.50 164 245 Subtotal Telephone Support 10,215 Website Development Interactive case-dedicated website to host case information with the ability to download claims forms for postal filing and ability to file $ 5,000 5,000 Subtotal Notification Procedures $ 45,836 Dennis McLean City of Rancho Palos Verdes • ' Matter: Telecommunication Utility User Tax Refund-Administration Cost Estimate Page 4 of 5 of Cost Estimate Spreadsheet l CLAIMS PROCESSING Claims Processing(cost per claim#'s reflect rounding) Gilardi's Claims Processing Costs Include Claim Receipt,Evaluation,and Validation $25 Flat Refund Claims Filed Online Claims Filed by Mail(Includes BRM Postage Costs) Cost per Claim for up to 515$25 Flat Refund Claims Filed Online $0.50 Cost per Claim for up to 65 Claims Filed via Mail $4.00 Cost per Claim for 516 to 1,030$25 Flat Refund Claims Filed Online $0.50 Cost per Claim for 66 to 131 Claims Filed via Mail $3.00 Cost per Claim for 1,031 to 1,545$25 Flat Refund Claims Filed Online $0.50 Cost per Claim for 132 to 196 Claims Filed via Mail $2.50 Cost per Claim for 1,546 or more$25 Flat Refund Claims Filed Online $0.50 Cost per Claim for 197 or more Claims Filed via Mail $2.00 Extrapolated Refund Claims Filed Online Cost per Claim for up to 589 Extrapolated Refund Claims Filed Online $1.25 Cost per Claim for 590 to 1,177 Extrapolated Refund Claims Filed Online $1.00 Cost per Claim for 1,178 to 1,766 Extrapolated Refund Claims Filed Online $1.00 • Cost per Claim for 1,767 or more Extrapolated Refund Claims Filed Online $0.75 Exact Refund Claims Filed Online Cost per Claim for up to 368 Exact Refund Claims Filed Online $2.00 Cost per Claim for 369 to 736 Exact Refund Claims Filed Online $1.75 Cost per Claim for 737 to 1,104 Exact Refund Claims Filed Online $1.50 Cost per Claim for 1,105 or more Exact Refund Claims Filed Online $1.25 Projected Claims Filed PROCESSING/REPORTING 1,635 10% 3,271 20.0% 4,906 30% 8,177 50% % Unit Rate Volume Cost Volume Cost Volume Cost Volume Cost $25 Flat Refund Claims Total%and#of$25 Flat Refund Oaims 35% 572 1,145 1,717 2,862 $25 Flat Refund Claims Filed Online(40%) 14.0% 229 $ 114 458 $ 229 687 $ 343 1,145 $ 572 $25 Flat Refund Claims Filed by Mail(60%) 21.0% 343 1,374 687 2,060 1,030 2,576 1,717 3,434 Extrapolated Refund Claims Total%and#of Extrapolated Refund Claims 40% 654 1,308 1,962 3,271 Extrapolated Refund Claims Filed Online(40%) 16% 262 327 523 523 785 785 1,308 981 Extrapolated Refund Claims Filed by Mail(60%) 24% 392 1,570 785 2,355 1,177 2,944 1,962 3,925 Exact Refund Claims Total%and#of Exact Refund Claims 25% 409 818 1,226 2,044 Exact Refund Claims Filed Online(40%) 10% 164 327 327 572 491 736 818 1,022 Exact Refund Claims Filed by Mail(60%) 15% 245 981 491 1,472 736 2,208 1,226 2,453 Request For Exclusion Processing Estimated Number of Opt-outs 200 200 200 200 Minutes per Opt-out 10 Staff Hours Handling Requests for Exclusion $ 70.00 3 hrs 210 3 hrs 210 3 hrs 210 3 hrs 210 Deficiency Processing Estimated%and#of Deficient Claims 0.5% 8 16 25 41 Print/mail Deficiency Notices $ 1.50 8 12 16 24 25 38 41 62 Minutes per Deficiency 10 Staff Hours Handling Deficient Claims $ 70.00 1 hr 70 3 hrs 210 4 hrs 280 7 hrs 490 Dispute Processing Estimated%and#of Disputes 1% 16 33 49 82 Minutes per Dispute 20 Staff Hours Handling Disputes $ 70.00 5 hrs 350 11 hrs 770 16 hrs 1,120 27 hrs 1,890 Reporting/Declaration Staff hours handling any address updates $ 90.00 5 hrs 450 5 hrs 450 5 hrs 450 5 hrs 450 Staff hours for general claimant correspondence $ 90.00 10 hrs 900 10 hrs 900 12 hrs 1,080 12 hrs 1,080 Declaration of Notice Procedures $ 90.00 8 hrs 720 8 hrs 720 8 hrs 720 8 hrs 720 Reporting-assumes 1x per week $ 90.00 12 hrs 1,080 12 hrs 1,080 15 hrs 1,350 15 hrs 1,350 Subtotal Processing/Reporting $ 8,486 $ 11,576 $ 14,839 $ 18,639 Dennis McLean City of Rancho Palos Verdes • Matter: Telecommunication Utility User Tax Refund-Administration Cost Estimate qgP-1-njllLLC Page 5 of 5 of Cost Estimate Spreadsheet DISTRIBUTION Unit Rate 1,635 10% 3,271 20.0% 4,906 30% 8,177 50% Distribution Preparation $ 150.00 5 hrs $ 750 5 hrs $ 750 5 his $ 750 5 hrs $ 750 Ind opening bank account,obtaining TIN,document&transmittal letter review,initial/residual Funds Analysis Distribution Calculations $ 130.00 12 hrs 1,560 12 hrs 1,560 12 hrs 1,560 12 hrs 1,560 Incl.calculation of Class Member distribution values,QSF reconciliation, Funds Analysis Check Print Rate(Volume Dependent) $ 2.00 $ 2.00 $ 2.00 $ 1.75 Issue Checks 1,635 3,271 3,271 6,541 4,906 9,812 8,177 14,309 Domestic First Class Postage $ 0.406 1,635 664 3,271 1,328 4,906 1,992 8,177 3,320 Distribution Follow-up&Final Accounting $ 110.00 4 hrs 440 4 hrs 440 4 hrs 440 4 hrs 440 • Ind re-issue runs,check RUM review,final Funds Analysis Federal Level Tax Administration Services $ 110.00 3 hrs 330 3 hrs 330 3 hrs 330 3 his 330 Incl.QSF reporting Subtotal Distribution $ 7,015 $ 10,949 $ 14,884 $ 20,709 • 1 EXHIBIT B Exhibit B — Mailing Diagram Lrdi LC Guide To The Class Action Notice Mailing OVERVIEW The typical Class Action Notice mailing has four parts: 1) an outer mailing envelope 2) a four-page notice 3) a two-page claim form, and 4) a reply envelope The outer envelope, which the addressee receives in the mail, contains the other three items: 1,116P 1) Outer Envelope .H.�.-a..�,, nB.Pre��.,• 111111\9UO.OF PROPOSED CUSS:ACTION SETTLEMENT 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Guide To The Class Action Notice Mailing 2) FOUR-PAGE NOTICE SIDE ONE Specifications. .........c............, 10TIlCOfPROPUS[DlLASSAI[IU�SETTLLNE�L Folds to 8.5x11 m r•.Jo-r.....-r N..a•.��.m_m_u ..a.,...:.,�.. T...._.rr....I.....rr r.n..rr.a._I_nW....(..r.. _.Y.r1•.7r.mYm�ar.z,r..._.a.m..-wr._mrTrmr=.,rw_rr._aavw_...r.r,rr...{.—..Iw—..r..•l.rf ro. .Jir. _.L•:.:::_N._:,. ~...7—::: four-page document • A standard 11x17RY TO vtaTat4...r...-.r..ur.,..►•raua(+.._..%. - sI -..M.-rrY.Irl J�.a+•�mepiava...a.d 4..3..L_iNi1..�" _ (ledger) sheet .["r•t..WRLmF.—►.r.rY.YQr►.rW_s..t.=...�..—_r.r..YrNbr..•Y .;_.mmLyr.,.I.� ram..�sY___1rV.1.IY�rorrOi•wrrrrrnrr.r-r� -r,] 4r•rr.r.r_,rrrr=` .r...=-.:.Y.M: µIWr=I.CJ.[l -U•.•_t_rrrdO_f.�� ryr...Yr.D.r:C4YrcO1E s..aC,. wr1rSnWF.Y_IYr.I..]Lr..E.L.<.: .w� = yw . 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IC.-rs.rr�w .arr _r.rsr..WWrw�+:.; r.crPrr rEi..1rar_C cr..rr~—.+—ww.tl_r_N r,r+,• prints one color (black) r;.4.7,--1--,---77-4:,14:7F,=----::---7-4a rraaYy1--,-C wrae4 rr,rrrr1Jw.rn—ra _r.�rn—N.rswMarNn..Yr.RsYr1r..r.rr W:Y .z ar_.•_rm+.~.ra_1r.r ,..,,,rr.—bmYY._Orr.—w.r.Arrn._r. 5....►.wYw__..NtiCiYrr.mr+alYrrrM„, Kw.,.y. .RJ- rH._�r�ry r_�r~r.rmlM_6a-rrrr•rYtlMYw7n47,4 Mr_Mr_M_•Y^Y_. . .rm.r.-.rr.rL_-~.rIa .isw.. •._.✓` �am...._- _�rYYwor_l.._rrwYv..�— Purpose: RNtow.:•.rwY::nar...r:r.-,trr•v._m,-.tr'yYrwW_Y-rr.n—.-•�rMn.s.MiR.r.-...•r.urp.w..ri.rs,M1..r,.r.�rr—.rrar rIvNrw...r.<.. .rr'lw_1r:_. �.rr�Ysrbt~�W.rw _q.p-rap..w.Y:avr.—wF....:drr—a.wrsrtiYcirrw M.it..r..-. ti ✓ r...1..-r.e_w.rf r.w r.r_._.• wr r•r.r . :Y,w-.r,rrrW .r-.aL.YCm. r_w—..4' .—_YyawqrwM_r_aYYr .r1Y;....JiJw r._....+v_►rw..dmE—.-vr--s- lgw ..• • Notifies claimant of their C_—aYr.r. -...:—__.—W—.YrNr—_Hdrra.• w-rErrr.rY _r-Y ---r ,I.l _m..z---. VCl.ms=rr - rL.4rrRwr.Ylsur.._Otl�A_Y::,....r_rYr•.r.Mra_.._.YrM ,-.......:%.:......:7,-1,--:.--=:.--......t17,........,..,.. _77..`,"::=:72!;:.73'r"'-.*-_a..tirr r. I.",—•r.w:a..-v•�.arrrY.-..=,===..-_..r...~wrw—t,,Irar-w�-tr,R1- . r Mrr---,. m�g4:::—`_°r�rr- _�/YE" .r�-'°-J•••a'.a. .rr—.m—a.Yn potential inclusion in the rrw.Yr_a�.a.aCr_ r�A.rW rw..rr__MtYrr.YN—rYrEn:,.. _1wvr.7.r_.N1...-Es.rrrS�_..rlr7,--w_--;:,...aNWY• ,,,,,.arn ,,.„rm„:„..,barm„..=.,,,,.wrrt ,,,,,ri._nnm=p.Mn===.,. ._w- Nr.N..m.F-.rY.r_r .wl_-tlclass action and proposed si settlement . . _: �o SIDE TWO 3) CLAIM FORM Specifications: SIDE ONE ■__ ■ Pre-printed claimant name and i]...,,..,. LSHGP address(shows through window • A standard 8.5x11 (letter) sheet _''=«b}-.:.��."'-.....,--.7.-,:.......- r6-'"�'�� __ of outer envelope) D"'.r • prints two color (red/black) ,,,,,.a=�..I, ,n IIIA,,,,-- •mIIIIII-III; Purpose. 5f ®,,�® Fields for claimant �-m to provide updated/ • Contains instructions on how ,...---::,.....,=,-...... ..-=,!..:c.,,_.`. � -•M'•__ _.m..Y,...._..--_•...r..I., a d d ti o n a l contact to complete form and return for ,-..=.,;.,.-..,,u'�ry,.:Wk o.,..,.r.r-_.rw information inclusion in class action. ..n..._ .aVy--------.7.,==. ._..w Nr • Includes fields to capture claimant's •iiaiiulluuuiuiiu -,1Form instructions name/address change, phone number(s) -r,:,:....=-7.°:........,.,,...... ..w•4.rn.MGr Y..r ... 7771"7Y7-77-77777771 and email address 1111111111 "' ""`” Space for claimant's Various check boxes, signature and �. r..,r.Irl.r..r.......—w.w.. • .Y...�r:Y,r.:r �,.._r.,.v---=,-,,------- signature and date date lines allow claimant to provide affirming inclusion proof/affidavit of inclusion SIDE TWO ■i°uuumia uir • 4) REPLY ENVELOPE Specifications: Claims administrator address • A standard #9 envelope • 8.875 inches wide by 3.875 inches high III II • prints one color (black) Internal 1u.BUSINESSREPL AIL routing code Purpose: \t-sHGED SKILLED HEALTHCARE SETTLEMENT ADM'NI STRATO. GiLARD 8.CO LLC PO BOX 8060 •N RAFAEL CA 94912-9560 • Returns claim form to Claims Administrator CONFIDENTIAL INFORMATION Not for distribution. Only for client use in conjunction with the attached Gilardi proposal. EXHIBIT C ardi Exhibit C — Data Submission Guidelines Types of Data Files Data is most efficiently and accurately transmitted within delimited or fixed-width text files, Microsoft Excel and Access files or SQL Server backup files. Excel and Access are typically the most convenient methods for small to moderate volumes of data. Text files are the preferred method for transferring large volumes of data (hundreds of thousands or millions of records). Access The file should contain only the table objects necessary and not include query, form, module, or report objects. The data should not contain control characters such as carriage return, line feed, tab, etc. Date values should be formatted as MM/DD/YYYY. Excel or OpenOffice Calc The file should contain one sheet per dataset. If the number of records exceeds the capacity of the Excel sheet (too many records) such that the records would need to be split among two or more sheets, another file format. such as an Access table, should be considered. The file should not include any unnecessary data or objects. such as images, VBA code, forms, etc. The data should not contain control characters such as carriage return, line feed, tab, etc. Numeric values should be actual values and not formula or calculation results. Date values should be formatted as MM/DD/YYYY. Delimited Text The file should be a tab or pipe-delimited format with double-quote text identifiers. Comma separated files can only be accepted with double-quote text identifiers. Date values should be formatted as MM/DD/YYYY. Fixed Width Text The file must be accompanied by a schema document which describes columns and their positions. Date values should be formatted as MM/DD/YYYY. XML XML files should contain only the necessary elements and be accompanied by an XSD schema. Date values should be formatted as MM/DD/YYYY. Files such as Microsoft Word, Word Perfect or image files including PDF, Tiff or JPEG cannot be used directly though Gilardi has the capabilities to perform data extraction or capture if the data is not otherwise available. (Additional time and costs are associated with these services). P: (415) 461-0410 I www.gilardi.com F: (415) 461-0412 Gianni Exhibit C — Data Submission Guidelines Appendix A: General Data Structure Regardless of the type of file for transfer the data should contain a single record or line for each (putative) class member (person/company) with separate data elements (field or column) for each of the following pieces of information: • Unique Identifier • State (SSN/FEIN, Account#, Customer#, • Zip * Employee#) * • Foreign Province • First Name * • Foreign Postal Code • Last Name * • Foreign Country • Address Line 1 * • Phone Number • Address Line 2 * • Email Address • City * * Those elements marked with an asterisk are generally required for all cases. Additional information required for notice and administration can be categorized as requiring 'one record per class member' or'multiple records per class member' data structure. For example a simple employment-related settlement the loss basis may be total weeks worked. If this figure is calculated and provided by the client, this is a one record per class member' structure, and the total weeks figure should be provided in the same table as the names and addresses as an additional field. Example of one record per person structure: FirstNarr e La_,tNarr r2 City State Zip Ernp# W eeksWork:ed Jor-rr- hn Doe 123Main St San Rafael C;�';, 9490158553 2089 Jane Smith 456 0 t Apt 332 Santa Rosa _CA _ 9540 12354 1-)588 A separate employment-related settlement may require the administrator to calculate the total weeks worked. As it is common for employees to work for the same employer during distinct periods of time due to leave, etc., the client would likely need to provide multiple records per employee indicating different employment periods. This is a 'multiple records per class member' structure. The names and addresses should be provided in one table or file with only one record per person and a separate table or file with the employment period data. Both files and datasets should contain the unique identifier to ensure that the data can be associated. Example of table with names addresses and unique identifier(employee number), one record per person: Fir tNarne Lai tNiarne ,Addrl ,h,ddr•2 City State Zip Ernp# John Doe 123 1ain St ars Rafael CA 94901 58553 Jane Smith rth 45 5 D St Apt 33 pt -32 _Santa o_a CA 9F,403 12354 Example of a table containing multiple records per person which can be linked to the names and addresses by an unique identifier(employee number): E rn i p# St o rt E n d 58553 1/1/2007 --,IE_I1? 68553 1 i'1 ii il-ll-I 4/27;200R 58 LJ•J ._i 1.,1-'I II I�� 7,0!-3,0009 II-I! 12:R54 F I i i~i L I l I_I I-I 1 73 54 ?/9,0009 ?/19/7)011:1 P: (415) 461-0410 I www.gilardi.com F: (415)461-0412 Grdi, Exhibit C - Data Submission Guidelines L. I . Control Values Control information should be provided for each dataset. Control information should minimally consist of the number of records per table, sheet or file and ideally include a total of one of the numerical elements (fields/columns) when practicable. These totals help to ensure the integrity of the data transfer. Encryption The files should be encrypted while in transit to both ensure the integrity of the data transfer and protect sensitive information. For one-time transfers a secure file transfer portal, PGP self-decrypting archive or a TrueCrypt volume are the most convenient encryption methods. Transfer Secure file transfer portal, SFTP, CD/DVD, Email—depending on size and encryption. P: (415) 461-0410 www.gilardi.com F: (415) 461-0412 EXHIBIT D 0 Q11Exhibit D — Gilardi Executive Management Team I PETER CRUDO, Chief Executive Officer Peter Crudo is the Chief Executive Officer of Gilardi. In his capacity as CEO, Mr. Crudo oversees all aspects of Gilardi's strategic and corporate development. Peter brings a unique perspective to his role as he has worked both as an attorney in private practice and as a senior level management member in both private and public technology companies. As such, he has driven Gilardi's emphasis that efficient, goal-oriented and technical solutions must be at the forefront of claims administration services. He also understands that Gilardi's independence and flexibility are unique assets that allow Gilardi to better serve its clients' needs. As such, he remains the first point of client contact for issues both large and small. An industry thought leader, Peter has lectured on litigation and claims administration issues to international institutions from France to Japan. He has also appeared as an expert speaker numerous times before various government entities at both the Federal and State level and has been a featured panelist at various Federal Judicial conferences. In addition to his corporate experience and prior to joining Gilardi in 2007, Mr. Crudo served as a member of the Jesuit International Volunteers in Saipan for three years after college. While in that program, he taught high school, worked in the Micronesian Legal Clinic, tutored prison inmates and taught English as a second language to immigrant workers. Mr. Crudo holds a B.A. from the University of California at Berkeley, a J.D./M.B.A. from the University of Hawaii at Manoa, and an LL.M (with high honors) in International Financial Law from the University of London, where he completed his thesis on The Legal and Ideological Foundation for Privatization in the Peoples' Republic of China. Mr. Crudo has also studied at the National University of Singapore. He is a board member of the Okizu Foundation, which serves children with cancer, the Salesian Boys and Girls Club of San Francisco and is active in numerous other organizations and charities within the Bay Area. DANIEL BURKE, Executive Vice President, Consumer & General Counsel Daniel Burke is Executive Vice President of the Consumer Group and General Counsel at Gilardi. In this capacity, Dan has management responsibilities for government actions, consumer matters and antitrust settlements. He has personally overseen several hundred cases of all types and sizes. Further, Dan has helped design and implement hundreds of complex notice plans. Dan has appeared as an expert panelist speaking on claims administration issues in appearances before numerous CLE panels, various legal and government organizations, and internationally before multinational financial entities. Prior to his arrival at Gilardi in 2007, Mr. Burke served as a Deputy District Attorney in Alameda County for 14 years. He has tried more than 100 cases to verdict, including in excess of 40 jury trials. Before working as a prosecutor, Mr. Burke served as an extern for California Appellate Court Justice Timothy Reardon. He has lectured at numerous venues including California Judicial College and seminars held by the California District Attorneys' Association. Mr. Burke received his B.S. in Marketing from Santa Clara University and his J.D. from Golden Gate University. He is an active member of the California State Bar. KIM WAGNER, Executive Vice President, Operations Kim Wagner is the Executive Vice President of Operations at Gilardi. Mr. Wagner has been at Gilardi for more than two decades and prior to his operational role, led Gilardi's Information Technology group. He oversees all operational functions in the company to ensure process integrity while creating strategic, cost effective and innovative solutions that drive our administration services. In addition, he oversees our Information Security program to ensure our ongoing security efforts are in alignment with regulatory requirements and the needs of our clients. During his tenure, he has been directly involved with hundreds of administration projects covering all of Gilardi's practice areas. This experience has afforded him a unique understanding of how to integrate technological solutions into complex administrations, making him a great asset to the Gilardi team. P: (415)461-0410 www.gilardi.com F: (415)461-0412 CitirdiLc. • Exhibit D — Gilardi Executive Management Team I ALAN VASQUEZ, Director of the Larkspur Design Group Alan Vasquez is Director of the Larkspur Design Group and a court-recognized expert in legal notification. An expert in the design and development of media plans specific to claims administration, Mr. Vasquez designs and oversees the notice plans and campaigns implemented by Gilardi. He is a Google certified ad expert and has personally designed more than 200 hundred notice campaigns. Alan brings a singular focus on technically focused notice solutions and has also appeared as an expert witness regarding notice campaigns, with a particular emphasis on reach and frequency. Before coming to Gilardi in 2008, Mr. Vasquez spent five years with another class action claims administration firm with three of those years spent as the media planner for the firm's in-house legal advertising agency. Alan also brings a substantial business background and held the position of Contract Administrator for Lucasfilm Ltd's Business Affairs department where he managed the worldwide film licensing distribution database for ancillary markets. In that capacity, his duties included creating forecasting models for box office and licensing revenue, acquiring elements and marketing materials for overseas licensees, and tracking financial obligations from those licensees. In addition to managing the firm's film licensing agreements, Alan was involved in the drafting and review of many name and likeness agreements for various Star Wars actors early in the development of digital rights. He holds a B.S. in Business Administration with an emphasis in Finance from California State University, Sacramento. ROBERT GOLDMAN, Director of Fraud Research Robert Goldman is Director of Fraud Research at Gilardi. Mr. Goldman came to Gilardi in 1998, after a 35-year career in law enforcement. He directs our fraud detection and prevention protocols, and has actively assisted various government agencies in the investigation and apprehension of individuals submitting fraudulent claims. Mr. Goldman has utilized the skills and expertise he developed in his 27 years as an FBI Special Agent to help our firm secure and equitably distribute billions of dollars in settlement assets. During his law enforcement career before joining Gilardi, Mr. Goldman completed a number of FBI Academy postgraduate courses in financial crimes investigation, medical insurance fraud, criminal psychological profiling and interviewing techniques. In addition, he has provided fraud consultant services for more than a decade. He earned his J.D. and undergraduate degrees from Ohio Northern University. P: (415)461-0410 www.gilardi.com F: (415)461-0412 EXHIBIT E • • Exhibit E — Key Advantages to a Gilardi Administration Lfr LC NO CONFLICTS OF INTEREST As a privately-held company, Gilardi & Co. LLC ("Gilardi") has no conflicts of any kind, however remote, with respect to this matter. Neither Gilardi nor any related entity has had a financial position or partnership of any kind with any company involved. Additionally, neither Gilardi nor any related entity has or has ever had any financial or other interest in either the defendant or any entity related to the defendant, and no potential claimant, institutional or otherwise, has any financial interest in our company or any related entity. ACCESSIBLE, INVOLVED MANAGEMENT TEAM In order to offer the best possible service, Gilardi provides an unmatched level of access to senior level management, all of whom are intimately and actively involved with each and every case we administer. As our entire staff works in our sole location, senior management has regular and direct contact with all Gilardi employees, from the mailroom, processing staff and customer service representatives to the IT and accounting departments. While our company will generally be available at your convenience, you will have direct contact to any of the following at any time: Daniel Burke— Executive Vice President, General Counsel: (415)458-3069; (415) 279-3126 (c) Peter Crudo—Chief Executive Officer: (415) 458-3640; (415) 548-0047 (c) Michael Joaquin — Director of Securities: (415) 458-3604; (415) 690-9271 (c) INNOVATION, EFFICIENCY AND TRANSPARENCY Gilardi will manage all aspects of the administration and settlement to ensure maximum efficiency and cost-savings. Additionally, we will work with Counsel and our CPA and tax consulting firm to manage and offset the interest earnings against the costs of notice and administration. In all cases, we will prepare detailed Fund Analysis reports outlining any and all uses and sources of the Fund and all interest earned by the Fund. NO OFFSHORING, LIMITED OUTSOURCING Gilardi does not offshore any portion of our work in any matter. The only work handled outside of our office are large printing and mailing projects, check printing and mailing services, and, in certain cases. settlement fund tax administration. For these three services, Gilardi works with industry leading third-party vendors with which we have extensive experience and contractual agreements covering, among other things, the proper handling and security of any confidential information. All claims processing, data manipulation, fraud review, and claimant communication services are handled in Gilardi's sole office in San Rafael, California, with direct the oversight and involvement of senior management. In large volume matters, Notice and proof of claim form printing and mailing services are usually provided by The Goode Company ("Goode"), located in Rohnert Park, California. Goode carries $1 Million E&O Insurance. Once the claim and audit processes are completed in-house, Gilardi works with an outside firm, Cash Cycle Solutions, Inc. ('CCS") in San Diego, California, to facilitate the distribution of the Settlement Funds to the Class Members eligible for distribution. CCS, a print and mailing business, has been in business for nearly 30 years and for nearly five years, Gilardi has worked with CCS to distribute several million checks, CCS has achieved the highest levels of security and audit certification and has worked with numerous government entities, CCS carries $3 Million E&O Insurance and a Fidelity Bond of $3 Million. Finally, Gilardi partners with Damasco and Associates ("Damasco"), a CPA and tax consulting firm located in Half Moon Bay, California, for tax compliance and reporting purposes in cases with more complex tax requirements. Damasco is the sole national contract holder with the S.E.C. for tax services and has a long provided tax services in numerous settlements to a variety of firms. Damasco carries $3 Million E&O Insurance and a Fidelity Bond of$3 Million. P: (415)461-0410 www.gilardi.com F: (415)461-0412 Exhibit E — Key Advantages to a Gilardi Administration Cig4rdi IN-HOUSE ADVERTISING AGENCY Larkspur Design Group LLC ("LDG") is a full service, independent advertising agency and notification firm. listed in the Standard Directory of Advertising Agencies (the Agency Red Book). LDG specializes in the design and implementation of detailed media-based notice programs targeting unidentified class members in class action cases. LDG's notification and education programs have extended to nearly every form of media, including both domestic and international newspapers and magazines, internet-based advertising, specialized websites, wire service, radio, television, point of purchase displays and direct mail. Its international notice campaigns have included extensive print and online media in foreign languages. LDG's unique notification techniques are adaptable to any type of case or target market. LDG has designed and implemented over 1,500 advertising and notification plans and has 25 years' experience in the advertising and communications industry. FRAUD REVIEW, DETECTION AND PREVENTION Gilardi has a dedicated fraud team led by two retired F.B.I. agents through which we maintain a proprietary database of suspected fraudulent claimants. In each case, our fraud team reviews claims filed and distribution tables for any anomalies related to claimants and the distribution. Additionally, we maintain a series of proprietary reviews and separate controls at all stages of the processing life cycle, and again at the end, to ensure that fraud is prevented and detected. As further controls, each and every Gilardi employee has had a comprehensive background check, and many have received additional security clearances required to work on certain government projects. Physically, our systems and building are protected by unique key-card swipes, camera monitoring and various proprietary system audit logs and controls. Finally, as all cases are processed in one location only and because management is intimately engaged in each case, Gilardi is able to maintain an unmatched level of vigilance during all phases of every case we administer. P: (415)461-0410 www.gilardi.com F: (415)461-0412