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CM Climate Corps Fellowship Program 2018AGREEMENT FOR PROFESSIONAL SERVICES FOR CLIMATE CORPS FELLOWSHIP PROGRAM This Agreement is made and entered into this _I 0 day of J , 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and STPATEGIC ENERGY INNOVATIONS, a corporation authorized to do business in California (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the City of San Rafael's General Plan Program SU -9 calls for reducing material consumption and waste generation, and increasing resource re -use, composting and recycling to reduce landfill disposal, including eight specific waste reduction programs; and 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 -10c, to work with community organizations to promote sustainability efforts to both businesses and residents; 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 AB341 California's mandatory commercial recycling law, and AB 1826 California's mandatory commercial composting law; and WHEREAS, CONTRACTOR collaborates with public and nonprofit organizations in the San Francisco Bay Area to recruit, train, and place Climate Corps 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 ("Programs"); 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 Rev. Date: 1/30/14 L�-3-1z-7 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. Program Manager Nathan McKenzie s 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 1 lost Agency duties as outlined in Exhibit A, Scope of Work Proposal, attached hereto and incorporated herein by reference. 4. COMPENSATION. For the fiill performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR a total amount not to exceed $35,000. Payment will be made upon receipt by PROJECT MANAGER of invoices submitted by CONTRACTOR twice per year, on or about September 15, 2018 and January 15, 2019. 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 full force and effect through July 31, 2019, 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 term 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 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 Rev. date: 5/6/15 2 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 tennination. E. CONTRACTOR Obligations on Early Termination. i. CONTRACTOR cannot guarantee Fellow's participation in the Program for the full Service Term. If, before the end of the Service Term, Fellow leaves the Program voluntarily, is terminated by either CONTRACTOR or CITY for performance -related reasons, or is hired by CITY as an employee, lie or she will be considered withdrawn from the Program, and CONTRACTOR and CITY will discuss whether to find a replacement. If CONTRACTOR or CITY decide not to replace Fellow, or if CONTRACTOR fails to find a replacement after reasonable efforts to do so, then this MOU will terminate effective as of the date of Fellow's withdrawal from the Program. ii. Following Fellow's withdrawal with replacement, CONTRACTOR will refund to CITY a sum equal to the undistributed Living Stipend for the period between withdrawal and replacement. iii. Following Fellow's withdrawal from the Program without replacement, CONTRACTOR will: (a) refund to CITY a lump -sum amount equal to the remaining Living Stipend and End of Program Award that have not been distributed to Fellow at time of withdrawal and (b) if applicable, return to CITY the remaining balance of any reimbursement account for additional funds as set out in the Program Plan. If Fellow withdraws before any installment of CONTRACTOR fee is due, CITY will have no obligation to pay that installment and CONTRACTOR will have no obligation to refund any amounts corresponding to the remaining Living Stipend and End of Program Award for the period following the installment due date. 7. OWNERSIIIP 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. Rev. date: 5:6/15 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 covering any use of an automobile by a Fellow in connection with the performance 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 performance of services under this Agreement. 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, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. Rev. date: 5/6/15 4 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. 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. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the CONTRACTOR under this agreement. 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 Rev. date: 5/6115 5 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. INDEMN_IFICATION. 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. C. The defense and indemnification obligations of this Agreement are undertaken in Rev. date: 5/6/15 6 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: Cory Bytof Sustainability & Volunteer Prg. Coordinator City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR's Program Manager: Nathan McKenzie Rev. date: 516115 Program Manager 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. 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 Rev. date: 5/6/15 8 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. Rev. date: 516/15 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL M S HUTZ, Ct anager ATTEST: . �7� OG� , City Clerk U rNd SAY Los-& APPROVED AS TO FORM: R04BER- EPSTEIN, City Attorney Rev. date: 5/6/15 10 CONTRACTOR 191-WAFRi� Name: Nathan McKenzie Title: Program Manager Exhibit A Scope of Work Proposal for Strategic Energy Innovations and City of San Rafael August 1, 2018 — July 31, 2019 SUBJECT: Climate Corps ARTICLE I — BACKGROUND AND OBJECTIVES Strategic Energy Innovations ("SEI") is collaborating with public, non-profit, and for-profit organizations in California to recruit, train, and place Climate Corp 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 September 4, 2018 through June 30, 2019, during which Fellows are expected to complete their program hours commitment of 1440 site hours and an additional 132 hours in program training activities. The first day after the program orientation and training week that Fellows will be available to work is Monday, September 10, 2018. 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. The mission of Climate Corps 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. Climate Corps 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 Through Climate Corps, SEI agrees to: • Recruit and assist in selection of a Climate Corps Fellow for a commitment of 1440 hours over a period of 10 months. • 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. Exhibit A • Work with the Host Agency to develop a specific Fellowship Scope for specific Host Agency initiatives that aligns with Climate Corps 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. llost 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 necessary staff supervision needed for successful implementation of the Fellowship Scope. • 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 submitting 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 Ilost Agency feedback surveys as requested. • 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. NA RA Fq�` A i 2 F yo C'T y K'I T 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: City Manager Project Manager: Cory Bytof Extension: 3407 Contractor Name: SEI, Inc. Contractor's Contact: Nathan McKenzie Contact's Email: nathan@seiinc.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 6/21/2018 ❑X 6/21/2018 CB b. Email contract (in Word) & attachments to City CB City Attorney Atty c/o Laraine.Gittens@cityofsanrafael.org Click here to ❑x 2 a. Review, revise, and comment on draft agreement Vit, y and return to Project Manager enter a date. b. Confirm insurance requirements, create Job on Click here to PINS, send PINS insurance notice to contractor enter a date. 6/29/2018 ❑x 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature CB 4 Project Manager When necessary, * contractor -signed agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Date of Council approval Click here toenter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed 6 City Attorney agreement 7 City Attorney Review and approve insurance in PINS , and bonds City Manager/ Mayor (for Public Works Contracts) Agreement executed by Council authorized official 8 City Clerk -`-/o Attest signatures, retains original agreement and /25 9 forwards copies to Project Manager 12 I 4-3 - -7 1,'1