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CM Hire Bay Area Fellow for Sustainability ProgramAGREEMENT FOR PROFESSIONAL SERVICES FOR CLIMATE CHANGE BAY AREA FELLOWSHIP PROGRAM This Agreement is made and entered into this --Ifp day of <1�t&.c . , 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and STRATEGIC ENERGY INNOVATIONS, a corporation authorized to do business in California (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the City of San Rafael's General Plan Program SU -10 calls for implementation of programs to increase community education and engagement in sustainability programs, including SU -1013, to implement Resilient Neighborhoods and Businesses programs to encourage behavioral changes to reduce carbon emissions through effective education and peer group support; and WHEREAS, the CITY is the recipient of a grant from the Marin County Hazardous and Solid Waste JPA for implementation of Zero Waste programs and activities, including the Resilient Neighborhoods Program, AB341 California's Mandatory Commercial Recycling Law, and residential and commercial composting programs; and WHEREAS, CONTRACTOR collaborates with public and nonprofit organizations in the San Francisco Bay Area to recruit, train, and place Climate Corps Bay Area fellows ("Fellows") at public and nonprofit organizations, where they will assist in implementing greenhouse gas reduction programs; and WHEREAS, the CITY desires to employ the services of one fellow for a 10 -month program to solicit participation in and track progress of the City's Zero Waste programs and activities and Resilient Neighborhoods program ("Program"); and WHEREAS, CONTRACTOR has a proven track record of providing valuable interns and fellows for similar work to other cities in the Bay Area for several years, including the City of San Rafael for the past three years; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Sustainability and Volunteer Program Coordinator Cory Bytof is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. j[" * r T Rev. Date: 1/30/14 ] �lW �;tYl B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Deputy Director Stephen Miller is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties as outlined in Exhibit A, Scope of Work Proposal, attached hereto and incorporated herein by reference. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the Host Agency duties as outlined in Exhibit A, Scope of Work Proposal, attached hereto and incorporated herein by reference. 4. COMPENSATION. For the hill perfonnance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR a total amount not to exceed $31,825, which includes the $31,000 program fee and $825 for a travel stipend. Payment will be made upon receipt by PROJECT MANAGER of invoices submitted by CONTRACTOR twice per year, on or about September 15, 2016 and January 15, 2017. The parties agree that if the CITY fails to make any payments within 90 days after an invoice is received and marked "due," CONTRACTOR may immediately assess a late payment penalty of 1.5% of the unpaid amount. 5. TERM OF AGREEMENT. The term of this Agreement shall commence as of the date first set forth above, and shall continue in frill force and effect through July 31, 2017, unless earlier terminated as set forth in Section 6. Upon mutual agreement of the parties, and subject to the approval of CITY's City Manager the tern of this Agreement may be extended for an additional period of up to (6) month(s). 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may tenninate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such Rev. date: 5/6/15 notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. E. CONTRACTOR Obligations on Early Termination. The parties acknowledge that the compensation payable by CITY hereunder is fully committed to all Program expenses, including but not limited to Program costs for recruitment and training development prior to the Fellow's start date, Fellow stipends, benefits, training, and ongoing programmatic costs, on or before May 1, 2017. In the event that this Agreement is terminated prior to May 1, 2017, CONTRACTOR shall reimburse CITY for compensation received from CITY hereunder but unspent, based on an 8 -month spend -down that equates to $105/day for 237 days between September 6, 2016 May 1, 2017. ii. If a Fellow is hired on by the CITY, then the reimbursement will be calculated by looking at the avoided costs in unspent Fellow stipend payments for balance of the invoice period (so either the Fall or Spring Semester,) subtracting out a buyout contingency the equates to 15% of the total program fee associated with the Fellow if before the end of Fall Semester, or equaling 10% of the total program fee associated with the Fellow if after the close of the Fall Semester. iii. In the event that a Fellow terminates his or her program participation early, CONTRACTOR will work with the CITY to: a. Recruit for a replacement should the Fellow leave prior to the late January/ early February spring semester registration into Climate Corps certificate courses; or b. Work with the Program Partner to transition the Fellow's work internally (to other Fellows/ staff) and to reimburse the partner for unexpended funds as detailed in the above paragraph. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement shall be the sole property of CITY. CITY may Rev. date: 5/6/15 use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the tern of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and lured vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence covering any use of an automobile by a Fellow in connection with the perfonnance of his or her duties for CITY during the term of this Agreement. 3. CONTRACTOR shall provide proof of a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/one million dollars ($1,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's perfornance of services under this Agreement. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: Rev. date: 5/6/15 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, tenninate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option. the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. Rev. date: 516115 5 D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent pennitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S perfonnance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be perfonned by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent pennitted by law, indemnify, release, defend and hold hannless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the perfonnance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the tennination or completion of this Agreement for the full period Rev. date: 5/6/15 6 of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: Rev. date: 5/6/15 7 Cory Bytof Sustainability & Volunteer Prg. Coordinator City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Stephen Miller Deputy Director Strategic Energy Innovations 899 Northgate Dr. Suite 410 San Rafael CA 94903 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. EN`T'IRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terns and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terns and conditions of the attached exhibits or the documents expressly incorporated by reference, the terns and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other tern, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other tern, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any teen, condition, covenant of this Agreement or any applicable law, ordinance or regulation. Rev. date: 5/6/15 8 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OT111.1R TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL -� C—) V, JIM SCHUTZ, City Manager ATTEST: CONTRACTOR. TS By: ' Name: C "v, -a 'Da,t�d v 0 Title: E 5(< c1vn v -c )1 K c+ -r r ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: L� � t p.r Q � _ ROBERT F. EPSTEIN, Cky Attom Rev. date: 5/6/15 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOT-FOR-PROFIT ENTITY AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Not -For -Profit Invitee Property Damage Legal Liability B. Special Event Premium Rating C. Special Event Designated Products D. Malicious Prosecution — Exception To Knowing Violation Of Rights Of Another Exclusion E. Who Is An Insured — Your Liability For Your Conduct Of Unnamed Partnership Or Joint Venture — (Excess Basis) PROVISIONS A. NOT-FOR-PROFIT INVITEE PROPERTY DAM- AGE LEGAL LIABILITY 1. The following is added to Exclusion j., Dam- age To Property, in Paragraph 2. of SEC- TION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAM- AGE LIABILITY: Paragraph (4) of this exclusion does not apply to "not-for-profit invitee property damage" caused by fire; explosion; lightning; smoke resulting from such fire, explosion, or light- ning; water; or vandalism or malicious mis- chief: F. Blanket Additional Insured — Mortgagees, Assignees, Successors Or Receivers G. Blanket Additional Insured — States Or Political Subdivisions — Permits Relating To Premises H. Blanket Additional Insured — States Or Political Subdivisions — Permits Relating To Operations I. Blanket Additional Insured — Persons Or Organizations Where Required By Written Con- tract Or Agreement (ii) Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from wa- ter; or (iii) Explosion of any steam boiler, steam pipe, steam engine, or steam turbine. 2. The following is added to SECTION III — LIM- ITS OF INSURANCE: Subject to Paragraph 5. above, the most we will pay under Coverage A for the sum of all damages because of "not-for-profit property damage" sustained by all "not -tor -profit invit- ees" is $15,000. (a) On premises you own or rent or on ways 3. The following are added to the DEFINITIONS next to premises you own or rent; and Section: (b) Because of your operations. "Not -tor -profit invitee": This exception does not apply to "not -for- a. Includes any of your clients, customers, profit property damage" caused by: guests, members, patrons, supporters (i) Rupture, bursting, or operation of any and "volunteer workers". pressure relief device; CG D4 43 07 08 0 2008 The Travelers Companies, Inc. Page 1 of 4 COMMERCIAL GENERAL LIABILITY b. Does not include any person who is your 'employee", "temporary worker" or "Inde- pendent contractor". "Not-for-profit invitee property damage" means "property damage" to personal prop- erty owned or rented by a "not-for-profit in- vitee", other than any of the following prop- erty: a. Accounts, bills, currency, deeds, money, notes, securities or debt instruments; b. Mechanical drawings, blueprints, docu- ments, records, manuscripts or valuable papers; or c. Contraband or other property in the course of illegal transportation or trade. B. SPECIAL EVENT PREMIUM RATING The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Special Event Premium Rating a. The Not -For -Profit Entity Amendatory En- dorsement includes the following: (1) All indoor events with less than 1000 at- tendees and shorter than 24 hours in du- ration; and (2) All outdoor events with less than 500 at- tendees and shorter than 24 hours in du- ration. b. The following events will be rated separately for additional premium: (1) Any event that exceeds the attendees or duration described in a.(1) or a.(2) above; (2) Any parade, fair or carnival: or (3) Any athletic, sporting or motor vehicle event including walks, runs, tournaments, demonstrations, rallies or competitive ac- tivities. C. SPECIAL EVENT DESIGNATED PRODUCTS 1. The following is added to the definition of "products -completed operations hazard" in the DEFINITIONS Section: Includes all "bodily injury" and "property dam- age" arising out of your "designated products" on premises you own or rent, on premises used by you for a special event related to your business, or on the ways next to any such premises you own or rent, or use for a special event. 2. The following is added to the DEFINTIONS Section: "Designated products" means apparel, but- tons, CDs, DVDs, tapes, posters, stickers and other similar products used to promote a spe- cial event related to your business. D. MALICIOUS PROSECUTION — EXCEPTION TO KNOWING VIOLATION OF RIGHTS OF AN- OTHER EXCLUSION The following is added to Exclusion a., Knowing Violation Of Rights Of Another, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE B PERSONAL AND ADVERTISING INJURY: This exclusion does not apply to "personal injury" caused by malicious prosecution. E. WHO IS AN INSURED — YOUR LIABILITY FOR YOUR CONDUCT OF UNNAMED PARTNER- SHIP OR JOINT VENTURE (EXCESS BASIS) 1. The following replaces the last paragraph of SECTION II — WHO IS AN INSURED: No person or organization Is an insured with respect to the conduct of any current or past partnership, joint venture, limited liability company or trust that is not shown as a Named Insured in the Declarations. This sub- paragraph does not apply to your liability with respect to your conduct of the business of any current or past partnership or joint ven- ture that is not shown as a Named Insured in the Common Policy Declarations. 2. The following is added to Paragraph 4.b., Ex- cess Insurance, of SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDI- TIONS: The insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, which is available to you for your liability with respect to your conduct of the business of any current or past partnership or joint ven- ture that is not shown as a Named Insured in the Common Policy Declarations and which is issued to such partnership or joint venture. F. BLANKET ADDITIONAL INSURED - MORT- GAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you Page 2 of 4 G, 2008 The Travelers companies, Inc CG D4 43 07 08 have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its li- ability as mortgagee, assignee, successor or re- ceiver for "bodily injury", "property damage", "per- sonal injury" or "advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal injury" or "advertising injury" caused by an offense committed, after you have signed and executed that contract or agreement: and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is. required under that contract or agreement to be in- cluded as an additional insured on this Cov- erage Part. The insurance provided to such mortgagee, as- signee, successor or receiver is subject to the fol- lowing provisions: (1) The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations for this Cov- erage Pari, whichever are less; and (2) Coverage under this provision does not apply to: (a) Any "bodily injury" or "property damage" that occurs, or any "personal injury" or "advertising injury" caused by an offense committed, after such contract or agree- ment is no longer in effect; or (b) Any "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mort- gagee, assignee, successor or receiver. G. BLANKET ADDITIONAL INSURED — STATES OR POLITICAL SUBDIVISIONS _ PERMITS RELATING TO PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any state or political subdivision that has issued a permit in connection with premises owned or oc- cupied by, or rented or loaned to, you Is an in- sured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" arising Out of the existence, COMMERCIAL GENERAL LIABILITY ownership, use, maintenance, repair, construc- tion, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street ban- ners or decorations for which that state or political subdivision has issued such permit. H. BLANKET ADDITIONAL INSURED — STATES OR POLITICAL SUBDIVISIONS — PERMITS RELATING TO OPERATIONS Tile following is added to SECTION Il — WHO IS AN INSURED: Any state or political subdivision that has issued a permit in connection with operations performed by you or on your behalf is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of such operations. Coverage under this provision does not apply to: 1. Any "bodily injury", "property damage", 'per- sonal injury" or "advertising injury" arising out of operations performed for that state or po- litical subdivision; or 2. Any "bodily injury" or "property damage" in- cluded in the "products — completed opera- tions hazard". I. BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS WHERE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: 1. Occurs after you have signed and executed that contract Or agreement; and 2. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which the written contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The insurance provided to such person or organi- zation where required by written contract or agreement is subject to the following provisions: (1) The limits of insurance provided to such in- sured will be the limits which you agreed to CG D4 43 07 08 02008 The Travelers Companies, Inc. Page 3 Of 4 COMMERCIAL GENERAL LIABILITY provide in the written contract or agreement, or the limits shown in the Declarations for this Coverage Part, whichever are less; (2) If such insured is an architect, engineer or surveyor, the insurance provided to such in- sured does not apply to "bodily injury" or "property damage" arising out of such in- sured's providing or failing to provide any pro- fessional services, including: (a) The preparing, approving or failing to prepare ar approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving or failing to prepare or ap- prove, drawings and specifications; and (b) Supervisory or inspection activities per- formed as part of any related architectural or engineering activities; and (3) Coverage under this provision does not apply to: (a) Any person or organization that has been added as an additional insured by at- tachment of an endorsement under this Coverage Part which names such person or organization in the endorsement's schedule; (b) Any person or organization who distrib- utes or sells "your product" in the regular course of that person's or organization's business; or (c) Any person or organization from whom you have acquired "your product", or any ingredient of, or that contains. "your prod- uct". Page 4 of 4 (:) 2008 The Travelers Companies, Inc. CG D4 43 07 08 TRAVELERS WORKERS COMPENSATION AND ONE TOWER CTSQUARE 061 HARTFORD, CT 06183 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 04 03 06 (01) — 005 POLICY NUMBER: (IJUB-0955B20-1-15) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 4.000 % OF THE CALIFORNIA WORKERS' COMPENSATION PREMIUM OTHERWISE DUE ON SUCH REMUNERATION. SCHEDULE PERSON OR ORGANIZATION CITY OF SAN RAFABL ATTN: PROJECT MANAGER P.O. BOX 15160 SAN RAFAEL, CA 94915-1560 DATE OF ISSUE: 07-17-15 STASSIGN: JOB DESCRIPTION CONSULTING ® I DATE (MM/DDIYYYY) A� o CERTIFICATE OF LIABILITY INSURANCE 5/23/2016 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 endorsement(s). CONTACT Denise Billings / Vanessa Weidauer PRODUCER I Anixter & Oser, Inc. I PHONE E.tl (q15) 698-1600 FAX IA/c. No): (415)898-3922 License OE28888(ADDRESS:vanessa@properlyinsured.com 205 San Marin Drive INSURER(S) AFFORDING COVERAGE NAIC # Novato CA 94945-1227 INSURERA:Travelers Insurance Co INSURED iucu000 a •T raval arc Tntiomni tv Cn ref T11 25674 Strategic Energy Innovations INSURERC:Travelers Cas & Surety Co of A 31194 899 Northgate DrINSURER D: Ste 410 INSURER E: San Rafael CA 94903 INSURER F: COVERAGES CERTIFICATE NUMBER:CL1652313337 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 I TYPE OF INSURANCE ADDL SUER ' POLICY EFF POLICY EXP I LTR INSO WVD POLICY NUMBER IMM/DDIYYYYI (MMIDD/YYYYI LIMITS X COMMERCIAL GENERAL LIABILITY A A B CLAIMS -MADE X OCCUR X 660435X121A GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRC LOC X JECT OTHER AUTOMOBILE LIABILITY ANY AUTO ALL OWNEDSCHEDULED AUTOS AUTOS NON -OWNED X HIRED AUTOS X AUTOS i UMBRELLA LIAR HOCCUR EXCESS LAB CLAIMS -MADE DED RETENTION S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE I=f, �NIA OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below C (PROFESSIONAL LIABILITY 66043SX121A Y UB0955B201 106255921 6/12/2016 6/12/2017 6/12/2016 6/12/2017 BEACH OCCURRENCE _ DAMAGE TO RENTED PREMISES (Ea occurrence)_ MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGC COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per acciden EACH OCCURRENCE S 1,000,000 S 100,000 S 5,000 S 1,000,000 S 2,000,000 S 2,000,000 S S 1,000,000 5 S S ......... .......- S s S I IS X STATUTE I I ERH E.L. EACH ACCIDENT S 1,000,000 1/1/2016 1/1/2017 E.L. DISEASE - EA EMPLOYEE S 1,000,000 E.L. DISEASE - POLICY LIMIT S 1,000,000 4/4/2016 4/4/2017 Each Claim All Claims $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of San Rafael, its officers, agents, employees, and volunteers are named as additional insured per form CG D4 43 07 08. Coverage is primary per form CG DO 37 04 05. Workers Compensation Waiver of Subrogation applies per form WC 04 03 06. CERTIFICATE HOLDER CANCELLATION cory.bytof@cityofsanrafael City of San Rafael Attn: Cory Bytof, Project Manager P.O. Box 151560 San Rafael, CA 94915-1560 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE V I Weldauer/NESSA ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS0251gmanr COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. The following is added to Paragraph a. Primary Insurance: However, if you specifically agree in a written con- tract or written agreement that the insurance pro- vided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insur- ance is primary to other insurance that is avail- able to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and b. The "personal injury" or "advertising injury" for which coverage is sought arises out of an of- fense committed subsequent to the signing and execution of that contract or agreement by you. 2. The first Subparagraph (2) of Paragraph b. Ex- cess Insurance regarding any other primary in- surance available to you is deleted. 3. The following is added to Paragraph b. Excess Insurance, as an additional subparagraph under Subparagraph (1): That is available to the insured when the insured is added as an additional insured under any other policy, including any umbrella or excess policy. CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process forgetting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for ep Council approval, if Council approval/Ze1C' necessary (as defined by City Attorney/City Ordinance:' ). 4 City Attorney Review and approve form of agreement; bonds, and insurance certificates a d endorsements.. Ll" 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original L agreement and forwards copies to the contracting department. To be completed by Contracting Department: Project Manager: Cory Bvtof Project Name: C."CBA Agreement ' Agendized for City Council Meeting of (if necessary): ,dune 6, 2OI6 ll' you have questions on this process, please contact the City Attorney's Office at 485-3080. Council approval is required if contract is over $20,000 on a cumulative basis. Exhibit A Scope of Work Proposal for Strategic Energy Innovations and City of San Rafael August 1, 2016 — July 31, 2017 SUBJECT: Climate Corps Bay Area ARTICLE I — BACKGROUND AND OBJECTIVES /ATE ryST. 2010 . SEI is collaborating with public, non-profit, and for-profit organizations in the San Francisco Bay Area to recruit, train, and place Climate Corp Bay Area Fellows with Host Agencies where they will be provided with experiential learning opportunities as they assist in implementing climate change resiliency programs. The Fellows' term of service runs from August 31, 2016 through June 30, 2017, during which Fellows are expected to complete their program hours commitment of 1500 site hours and an additional 170 hours in program training activities. The first day after the program orientation and training week that Fellows will be available to work is Tuesday, Septepmber 6, 2016. During their term of service, Fellows are expected to implement programs that provide significant professional development experience through the implementation of climate resiliency projects. Fellows are expected to devote approximately 90% of their site hours to experiential learning activities, and up to 10% of these site hours for specific training and coaching as approved by their Host Agency. If a Fellow is unable to complete their full 1500 site hours by June 30 due to any unforeseen circumstances during their term, they may, at the discretion of SEI and the agency, be allowed time to complete their hours at the agency, or at another approved agency where there are service opportunities available. The mission of Climate Corps Bay Area is to deliver a 10 -month Fellowship program that provides professional development opportunities for emerging climate protection leaders through implementation of climate change resiliency projects with local governments, non -profits, and for- profit businesses. CCBA Fellows: • Receive unparalleled experiential learning opportunities through placements with regional climate protection leaders. • See first hand how to address climate change by implementing assessment, education, and mitigation projects that have measurable benefits. • Build critical real-world project management skills as they measure, track, and report outcomes to community partners. Fellows participate in a comprehensive training program that gives an overview of climate change issues, strategies for tackling climate change, and approaches to building community resiliency in California. The Parties will work in partnership to promote the agreement, and its benefits to the Project and community at large. ARTICLE II — STATEMENT OF PROJECT ACTIVITIES Though Climate Corps Bay Area, SEI agrees to: • Recruit and assist in selection of a CCBA Fellow for a commitment of 1500 hours over a period of 10 months. 1 Exhibit A • Train and support the selected Fellow with a comprehensive training program that includes a training manual, a multi -day orientation led by an array of experts, monthly trainings, a mid- year two-day retreat, and two Professional Development Assessment reviews. • Work with the Host Agency to develop a specific Fellowship Scope for specific Host Agency initiatives that aligns with CCBA goals and defines the Training Plan for the Fellow. • Provide assistance in defining and developing metrics for the Fellow to measure and track the progress of project activities throughout their Fellowship. • Provide monthly follow-ups to review progress with Site Supervisor and Fellows. • Define and implement any corrections to Fellow's plan determined to be necessary based on feedback collected from Fellow and Host Agency. Host Agency agrees to: • Take part in the recruitment and interview process to identify a Fellow best fitted for the specific projects' needs. • Provide one to three specific climate resiliency initiatives that their Fellow can work on during their term of service. o Initiatives must be well-defined, approved for implementation, and include specific learning objectives. o Host Agency will work with SEI to finalize a mutually agreed-upon Fellowship Scope no later than one month after the Fellow arrives on site. • Assign a Site Supervisor who will be available to meet at least weekly with the Fellow for one- on-one project meeting time, coordinate other neccesary staff supervision needed for successful implementation of the Fellowship Scope, gather and report on in-kind supervisory hours (at least 15 hours/month) across all relevant staff within the organization with Fellow. • Support Fellow to complete monthly reporting to SEI indicating whether progress is being made on the initiatives. • Provide feedback on Program and Fellow effectiveness by: o filling out and submiting a Professional Development Assessment providing feedback on Fellow activities two times a year; o participating in program wide -conference calls to discuss program progress; and o responding to Host Agency feedback surveys as requested. • Attend or send a representative to Partner Orientation. • Not to hire Fellow for projects related to SEI community service programs during the Fellowship term (if the Agency decides to hire the Fellow for like projects prior to the completion of the program year of service, the MOU will be considered terminated, and SEI will be due estimated program costs as set forth below). • Refrain from using the Fellow for displacement of a host agency employee during the Fellowship term. • Allow SEI to share results from this program through grant reporting and other means as SEI deems appropriate. • Provide program -wide support through either: o sponsoring a venue and staff presentations a monthly training event for all Fellows; or o participating in a program sponsored training session or professional development event. 2