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PW Solar Project ManagementAGREEMENT FOR PROFESSIONAL SERVICES FOR SOLAR PROJECT MANAGEMENT SUPPORT This Agreement is made and entered into this 20,7p day of YO,v o,4 e- y , 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and OPTONY INC., a corporation authorized to do business in California, (hereinafter "CONTRACTOR"). AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Director of Public Works 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. 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. Jonathan Whelan 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 and/or provide services as follows: All project management services detailed as "Task 1" in the proposal dated December 7, 2015 attached hereto as Exhibit "A", and incorporated herein by reference. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: On a time and materials basis in a total contract amount not to exceed $19,800.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. (-4-3,41bD D 4s TERM OF AGREEMENT. The term of this Agreement shall be for (1) year(s) commencing on the date of this agreement. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to (1) year(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 terminate 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 temlination, to the reasonable satisfaction of the party giving such 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. 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 use said property for any purpose, including projects not contemplated by this Agreement. 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. C:\Users\diannemTemporary Internet Files\Content.Outlook\QFJCSXH6\Optony PSA - Revised 01 11 16.docx 2 10. INSURANCE. A. Scope of Coverage. During the term 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 hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($2,000,000) per claim/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 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: 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, terminate or otherwise modify the terms and conditions of said C:\Users\diannem\AppData`.Local\Microsoft,Windows'%Temporary Internet Files\Content.Outlook\QFICSXH6',Optony PSA - Revised 01 11 16.docx 3 insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 6. 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. 7. 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. 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 permitted 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 CAUsers\diannem\AppData''Local Microsoft' Windows'Temporary Intemet Files\Content.Outlook\QFJCSXH6'0ptony PSA - Revised 01 11 16.docx 4 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 performance 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 performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless 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 performance 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 termination or completion of this Agreement for the full period 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. C:\Users\diannem\AppDataiLocal\Microsoft'.Windows`.Temporary Internet Files\Content.Outlook\QFJCSXH6"Optony PSA - Revised 01 11 16.docx 5 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 16. INDEPENDENT CONTRACTOR. Dean Allison, Director of Public Works City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Jonathan Whelan, Director of Operations Optony Inc. 2855 Kifer Road, Suite 201 Santa Clara, CA 95051 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. ENTIRE 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 C:\Users\diannem\AppData'%Local\Microsoft.Windows'Temporary Internet Files\Content.Outlook\QFJCSXH6'•Optony PSA - Revised 01 11 16.docx 6 matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms 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 terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms 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 term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, 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 term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 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 / OTHER 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. C:\Users\diannem\AppData',Local\Microsoft�Windows%Temporary Internet Files\Content.Outlook\QFJCSXH6\Optony PSA - Revised 01 11 16.docx 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL JIM H Z, City Manager I ATTEST: Wigg ::-- . 96e, S-, . ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPST , City ttorne CONTRACTOR By: 14 n") Name I ° N A -1-1f A-tj W K 51AO Title: D1(LECTQK, OF- d r'-ffATo N 1 C:\Users\diannem\AppData'Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\QFJCSXH6.0ptony PSA - Revised 01 11 16.docx 8 ROPTONY jit A Proposal for: City of San Rafael Solar Project Management Support December 7, 2015 Presented by: Optony Inc. Jonathan Whelan Director of Operations jonathan.whelan@optonyusa.com 2855 Kifer Road, Suite 201 Santa Clara, CA 95051 www.optony.com Optony Inc. Silicon Valley I Washington DC I Chicago I Beijing Page I 1 ®OPTONY December 7, 2015 Stephanie Gindlesperger Department of Public Works San Rafael, CA Re: Solar Project Management Support for multiple City projects Dear Stephanie, The City of San Rafael (City) has made significant commitments toward clean energy solutions at multiple locations across your community. Optony is pleased to have the opportunity to continue to work with the City to help expand the positive impacts of solar projects and we are proud to offer our experience, team and approach to ensure success. The process of determining the most effective strategies and then implementing them through a time-limited design and construction process can be challenging. Independent, expert management of the process will ensure that the most beneficial opportunities are identified and that the value of the City's efforts and budget are optimized. After reviewing the attached following information on Optony's qualifications and proposal, please do not hesitate to contact me to discuss next steps and how we can tailor our services to meet your needs. Sincerely, Jonathan Whelan Jonathan Whelan Director of Operations Optony Inc. (415) 450-7032 jonathan.whelan@optonyusa.com Optony Inc. Silicon Valley I Washington DC I Chicago I Beijing Page 12 RIOPT13NY TASK 1. SOLAR PROJECT MANAGEMENT SUPPORT Optony will work with City project managers and with vendor points of contact to identify key goals and hurdles, and to determine the best work-arounds, and, when necessary, identify the criteria for making go/no-go decisions. Optony will focus on the City's stated goals of: being under construction at as many sites as possible by the Spring of 2016; maximizing financial benefits of solar installations for the City; meeting non -solar operations needs and considerations of City facilities; and minimizing out-of-pocket costs for the City. Tasks Performed and Estimates of Work -Hours per Task: • Review of all project documents and interviews with City staff to determine current project hurdles. (-8- 12 hrs.) • Communication with City Manager and Public Works staff to fully understand project goals, status, and needs. (-5-8 hrs.) • Review and analysis of proposed vendor contract amendments, design changes, and price impacts. (-10- 12 hrs.) • Analysis of electrical meter usage to calculate optimal system sizing and rate tariffs for available meters. (-4-6 hrs.) • Updating of financial analysis reports to model impacts of system sizing and pricing changes. (-6-12 hrs.) • Attendance and participation in City/vendor meetings to advocate for City positions. (-8-15 hrs.) • Expert, independent review of design engineering documents, components and system designs. (-12-16 hrs.) • Confirmation of contract compliance throughout the design phase. (-2-3 hrs.) • Recommendation of project viabilities and proposed scheduling. (-4-7 hrs.) • Provision of advice regarding City and vendor interaction with utility(les) and rate schedules..( -1-2 hrs.) • Creation of project punch -lists to verify completion of construction to site-specific requirements. (-4-7 hrs.) • Monitoring system and process reviews to ensure proper performance management. (-2-3 hrs.) • Review of solar energy output (kWh) one month after in-service date to evaluate actual production and project economics for compliance with contract guarantees. (^3-5 hrs.) • Follow-up with the utility to verify that the electric meter rate schedules have changed to meet the proposed financial benefits. (-2-4 hrs.) Optony Inc. Silicon Valley I Washington DC I Chicago I Beijing Page 13 ®OPTONY PROPOSED BUDGET This proposed budget takes into account the scope for each task of this project, the resources required to accomplish the proposed tasks, the estimated timeline, and any additional costs that may be incurred as part of our engagement. The proposed services have been broken into the major tasks for the proposed project. Subsequent changes to the tasks are welcomed if they help accomplish your goals - any impact to the proposed costs will be quickly communicated and are subject to your prior approval. As we have demonstrated with our projects across the US, our services deliver significant project risk reduction and increase long-term impact for our clients. Rest assured that we do not have any financial interests in the contractors or technology that will be evaluated or recommended because maintaining our independence and your best interests are our top priority. Proposed Services Task 1: Solar Project Management Support Other Fees and Costs Travel within Bay Area Expenses - printing, binding, materials Budget Time & Materials billing for —71-112 work -hours, capped at $19,800 and based on the attached fee schedule No additional cost At cost Optony is committed to making this project a success and, in the event that the scope needs to be changed to fit within budget constraints, we are open to further refinement and negotiation. Thank you for your consideration of our proposal. Optony Inc. Silicon Valley I Washington DC I Chicago I Beijing Page 14 ®OPTONY ABOUT OPTONY Optony's mission is to enable governments, commercial organizations, educational institutions, and investors to bridge the gap between clean energy goals and real-world results. Optony is an award winning global research and consulting firm based in Silicon Valley that was founded in 2007 with support from the U.S. Department of Energy. Our core services offer a systematic approach to planning, implementing, and managing government, commercial and utility -scale energy efficiency and renewable energy projects, while simultaneously navigating the dramatic and rapid changes in the clean technology industry. Optony has over 100 employees globally with headquarters in Silicon Valley and regional offices in Chicago, Washington DC, Denver, Beijing, and Hangzhou to serve clients across the USA and China. Due to our expertise and market -leading projects, the company was recognized by the Silicon Valley Business Journal in 2011 as one of the very best energy service companies in the region and our projects have won awards from the Interstate Renewable Energy Council, Acterra Business Environment Awards, and the Governor of California. y���1AUH�jFyt 9 o SunShot Our team is squarely focused on moving the clean energy market forward for our clients and has had a major impact over the past 7 years, by providing independent technical expertise to more than 300 clients around the U.S. Optony is the only company to have successful experience supporting large scale collaborative multi organization solar project efforts and is the co-author of the authoritative guide "Purchasing Power: Best Practices for Collaborative Solar Procurement". Optony[Froject[ExperienceMSAD 0 0 Mlients:1300+0 EMenewable[En ergy3ites:CZJ.,000-HE Ifl MMombin edMapacity:®50M WM 0 0 Global[ Experience:RBGW+[J A,[bJWtob,190142 Optony Inc. Silicon Valley I Washington DC I Chicago I Beijing Page 15 ®OPTONY OPTONV APPROACH At Optony, we recognize that long-term planning and execution of clean energy projects is complex and can have uncertain results. Optony provides its clients with expert, independent services across the entire project lifecycle by applying deep technical expertise and broad project experience to reduce risks and achieve the greatest possible returns. We deliver results by consistently using the following approach: • Stakeholder Engagement. Involving all project stakeholders to build support and momentum — including government officials and staff, policy makers, planners, facilities managers, residents, industry, utilities, finance partners, non -profits, and others as needed. • Technology Expertise. Providing deep technology and system design expertise to evaluate and determine the best -fit options with highest lifetime performance. • Hands-on Staff Coaching. Assisting client staff with tailored and highly responsive hands-on support as they plan and pursue project objectives and complete tasks. • Project Risk Mitigation. Identifying hidden project risks and opportunities and providing real-world guidance on how to maximize the benefits from each initiative. • World -Class Resources. Deploying world-class resources and clean energy industry best practices to enable expert planning and ensure smooth transitions across project phases. • Market -Leading Analysis. Providing clear and meaningful analysis and recommendations with external benchmarks for cost and performance that may not be readily available or transparent. Prioritizing project opportunities for both the short-term and long-term. • Targeted Communications. Providing highly relevant talking points, images, and statistics to build and maintain support for projects locally, regionally and nationally. Conducting training and resources to build client knowledge and understanding about project progress. Optony has a proven track record of providing local, regional and national -scale project and program management for clients in 20 states with a particular focus on those areas that are traditionally under -served and under resourced. We believe that there are outstanding opportunities to make progress toward a greener and more prosperous future, but information and support is needed to apply best practices and successful models to capture the opportunity. Optony Inc. Silicon Valley I Washington DC I Chicago I Beijing Page 1 6 ®OPTONY OUR SERVICES Not all projects are created equal. Our experience across all phases of clean energy projects provides significant advantages by helping to avoid foreseeable issues and shorten time to completion. Optony provides a suite of lifecycle services to help minimize project risk and deliver maximum returns in terms of payback and performance: 1. Clean Energy Strategy Planning & Implementation We develop an integrated strategy to intelligently incorporate clean energy into your overall sustainability plans, looking across all potential opportunities. Optony's Solar Roadmap° and Clean Energy Roadmap" platforms provide a comprehensive approach to transforming local and regional markets through national benchmarking, tailored implementation roadmaps and expert technical assistance. Tap into the network of over 200 participating organizations that are making great progress in improving processes, decreasing costs and increasing deployment of clean energy solutions. 2. Investment -Grade Feasibility Studies Optony conducts independent, comprehensive assessments to determine the optimal clean energy potential for your organization and portfolio of locations based on site-specific energy demand, utility rates, facility characteristics, financing options, regulatory requirements and marketing needs. 3. Independent Engineering Reviews Clean energy projects are subject to dynamic changes in pricing, incentives, technology, forecasts and industry best practices, requiring an Independent Engineering Review to minimize risks and deliver maximum economic returns to investors and owners. In addition to Federal Tax Code requirements for Independent Engineering Reviews, this service reduces discrepancies in proposed system designs, components, and construction to improve lifetime performance. 4. Procurement Management We take the lead in managing your RFP/RFQ process from requirements gathering, solicitation writing, evaluation criteria, and bid solicitation to vendor evaluations, interviews, and contract negotiations based on the latest industry trends and best practices, tailored to your specific situation. S. Project Commissioning Our service improves project coordination, technology integration, installation, and compliance to best practices. Leverage our expertise and professional resources with thorough on-site project inspection and performance certification to lower operating costs and risks associated with design and implementation, yielding the best return from your investment. 6. System Optimization We provide retro -commissioning for in-service systems and analyze on-line system monitoring to determine cleaning, repair, modification and replacement strategies needed to ensure optimal performance. We also provide direct follow-ups with manufacturers, installers, utilities and financing companies in the event that actions are required on their parts to improve system output. 7. Power Purchase Agreement Tracker Optony's PPA Tracker' is the only comprehensive solution for buyers of Power Purchase Agreements to understand actual performance relative to contracts and financial forecasts. This solution empowers buyers by combining leading edge tools with deep expertise to un wind complex performance drivers, quantify their impact, mitigate issues and refine forecasts. Optony Inc. Silicon Valley I Washington DC I Chicago I Beijing Page 1 7 _ OPTONY NC. PROFESSIONAL. SERVICES RATE SCHEDULE Optony Project Rate Schedule For Time & Materials contracts, hourly rates are shown below by personnel category: Position Hourly Rate* Principal $ 240.00 Director of Operations $ 198.00 Senior Project Manager $ 185.00 Project Manager $ 156.00 Associate Project Manager $ 98.00 Administrative $ 75.00 External Specialized Legal & Engineering Cost + 5% * Effective January 26, 2015 * Hourly rates exclude reimbursable expenses * Holiday and weekends will be billed at 1.5 times the listed rate Silicon Valley Washington DC Chicago I Beijing llORTONY PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting 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 Department 1 City Attorney 2 Contracting Department 3 Contracting Department 4 City Attorney 5 City Manager / Mayor / or Department Head 6 City Clerk Description Review, revise, and comment on draft agreement. 1J ee . _ Forward final agreement to coritractor for their signature. Obtain at least two signed originals from contractor. Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). Review and approve form of agreement; bonds, and insurance certificates and endorsements. _ Agreement executed by Council authorized official. City Clerk attests signatures, retains original agreement and forwards copies to the contracting department. To be completed by Contracting Department: Completion Date V Project Manager: A54N Auasu�+l Project Name: J 14 Agendized for City Council Meeting of (if necessary): FPPC: ❑ , check if required If 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.