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PW Solar Project Management at City HallAGREEMENT FOR PROFESSIONAL SERVICES FOR OPTONY INC. FOR SOLAR PROJECT MANAGEMENT AND COMMISSIONING ASSOCIATED WITH THE CITY HALL This Agreement is made and entered into this -.l:.l day of FtbvUA~018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and OPTONY, INC. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has determined that professional services are required for Solar Project Management and Commissioning at the City Hall; and WHEREAS, the CONTRACTOR has agreed to render such services; 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 Whalan 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 outlined in the CONTRACTOR'S proposal for "Solar Project Management and Commissioning" dated January 22, 2018, marked as Exhibit "A," attached hereto, and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: duties as described in Exhibit "A" attached hereto and incorporated herein 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 for services rendered at the hourly rates shown in CONTRACTOR'S "Professional Services Rate Schedule, effective January 2, 2018", included within Exhibit "A" and incorporated herein, in a total contract amount not to exceed $17,200. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for one (1) year commencing on March 1, 2018 and ending 01} March 1,2019. 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 one (1) year. 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 termination, 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. 2 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 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 one million dollars ($1,000,000) per occurrence/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 insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. 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 or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, 3 agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) 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 010413. 3. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 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 sm'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, 4 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 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. In no event shall the cost to defend charged to the design professional exceed the design 5 professional's proportionate percentage of fault. 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. 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: 6 Bill Guerin, Public Works Director City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Jonathan Whelan 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 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 7 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 laTHER 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 CONTRACTOR ATTEST: LINDSA Y LARA, Interim City Clerk 8 APPROVED AS TO FORM: L()~drveFE ROBERT F. EPSTEIN,itYAtt(l)y 9 [JPTCNY Exhibit A ClPTONY A Proposal for: City of San Rafael So~ar !Project Management and Commossiol1ling January 22, 2018 Presented by: Optony Inc. Jonathan Whelan Director of Operations jonathan.whelan@optonyusa.com 2855 Kifer Road, Suite 201 Santa Clara, CA 95051 www.optonyusa.com Optony Inc. Silicon Valley I San Francisco I Chicago I Beijing Page I 1 January 22, 2018 Kevin McGowan Assistant Public Works Director City of San Rafael 111 Morphew St., San Rafael, CA 94915 Re: Solar Project Management and Commissioning Dear Kevin, Exhibit A OP TDNY The City of San Rafael (City) has made significant commitments toward clean energy procurement and deployment through the Sustainable Energy and Economic Development (SEED) Fund, and Optony is pleased to have the opportunity to continue to work with the City to help pursue 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, Jona than W helan Jonathan Whelan Director of Operations Optony Inc. (415) 450-7032 jonathan. whela n@optonyusa.com optony Inc. Silicon Valley I Washington DC I Chicago I Beijing Page I 2 Exhibit A OPTONY TASK 1. SOLAR PROJECT MANAGEMENT AND COMMISSIONING From the approval to proceed with construction until the system is fully operational, Optony will apply its experience with solar installation to provide a broad range of project management and commissioning services designed to protect your investment, as needed. These include hands-on project coordination, technology inspection, installation oversight, and specification compliance to final project performance certification. Independent from any financial, technology, or vendor interests, our solar experts act on your behalf to ensure a smooth transition from construction to long-term operations, based on your specific needs and risk assessment. Sub-tasl(s Performed • Preparation and submittal of preliminary utility interconnection applications for 1 City site: City Hall • Expert, independent review of engineering documents, components and system designs • Guidance on effectively capturing utility and local incentives and/or beneficial rate schedules and programs, as available • Analysis of the site-specific operational, facility, structural, and environmental challenges that may require further detailed assessment or that may limit the range of options for solar • Participation in planning site walks to aid in review and approval of contractor-provided designs • Evaluation of system safety and security planning to minimize risks from damage, theft and third-party claims • Assistance in City preparation and filing of CEQA paperwork, as necessary • Leading of weekly construction calls or in-person meetings with tracking of key issues for resolution and parties responsible • Twice monthly on-site inspection of installed system and all components, methods and designs using Optony's 35-point evaluation form. • Documentation of current progress-to-date with identification of potential impacts to construction timeline and project performance. • Review of engineering change orders and provision of independent analysis to minimize impact. • Creation of project punch-lists to verify completion of construction to site-specific and construction requirements. • Monitoring system and process reviews to ensure proper performance management. • Review of solar energy output (kWh) one month after in-service date to evaluate actual production and project economics for compliance with contract guarantees. • Follow-up with the utility to verify that the electric meter rate schedules have changed to meet the proposed financial benefits. • Development of site-specific maintenance schedules and staff training as necessary. • Report offindings and final project performance forecasts. optony Inc . Silicon Valley I Washington DC I Chicago I Beijing Page I 3 Exhibit A DPTDNY 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 Budget TASK 1 City Site Task 1: Solar Project Management and Time & Materials billing, capped at $17,200 Commissioning Other Fees and Costs Travel within Bay Area No additional cost Optony is committed to making this project a success and, in the event that the scope needs to be changed to f it within budget constraints, we are open to further refinement. Thank you for your consideration of our proposal. optony Inc. Silicon Valley I San Francisco I Chicago I Beijing Page I 4 Exhibit A 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. 5 Shot 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 Project Experience: USA Clients: 300+ Renewable Energy Sites: 1,000+ Combined Capacity: 9S0MW Global Experience: 3GW+ As of October 2014 optony Inc. Silicon Valley I San Francisco I Chicago I Beijing Page I 5 Exhibit A [JPTONY OPTONY 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 I 6 Exhibit A OPTONY , -E 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 RoadmaplM 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. 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 . 5. 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 I 7 Exhibit A --- OPTONY INC. PROFESSIONAL SERVICES RAT 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 2, 2018 * Hourly rates exclude reimbursable expenses * Holiday and weekends will be billed at 1.5 times the listed rate Silicon Valley I Chicago I Beijing OPTONY f'~ F,~~ --ID ( t,'Iy ~~y S ~/~ hr ~~.e "'U" CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER Contracting Department: _P_u_b_Ii_c_W_or_k_s _______ _ Step I 2 3 4 5 6 7 8 9 \0 Project Manager: -:KMc::-::-::--____ _ Extension: 3389 Project Name: City Hall Solar Contractor's Contact: Optony Inc. Contract's Email: jonathan.whelan@optonyusa.com RESPONSIBLE DEPARTMENT DESCRIPTION a. Email PINS Introductory Notice to Contractor b. Email Contract (in Word) & attachments to City Attorney c/o Project Manager Laraine.Gittens @cityofsanrafael.org a. Review, revise and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS City Attorney insurance notice to contractor. Forward three (3) originals of final agreement to contractor for their Project Manager signature. When necessary, * contractor-signed agreement agendized for Council approval * PSA > $20,000 or Purchase > $35,000: or Public Works Contract> Project Mana~er $125,000 PRIN T CONTINUE ROUTING PRO CE SS WITH HARD COPY Forward signed original agreement to City Attorney with printed copy of Project Manager this routing form City Attornel' Review and approve hard cOPl' of si~ned a~eement Review and approve insurance in PINS, and bonds (for public works Cit}' Attorney contracts) City Manager/Mal'or Agreement executed by Council authorized official Attest signatures, retains original agreement and forwards copies to City Clerk project mana~er Project Manager Forward Final Copy to Contractor REVIEWER COMPLETED DATE Initial 1125/2018 KM 1125/2018 KM 1130/2018 LG 1130/2018 LG 2112/2018 KM ~/2J-/ 191 IJa- ~J/g--~~. :!-l]-ff( 1[~7J'fJ 1.A.~