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HomeMy WebLinkAboutCC Resolution 13181A (Marin Community Foundation Grant Consulting)RESOLUTION NO. 13181 LP A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL ACCEPTING A GRANT FROM THE MARIN COMMUNITY FOUNDATION FOR THE RESILIENT BUSINESSES PROGRAM AND AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENTS WITH NATURAL CAPITLISM, THE ENVIRONMENTAL FINANCE CENTER AT DOMINICAN UNIVERSITY AND SEO COPYWRITING FOR CONSULTING SERVICES ASSOCIATED WITH THE MARIN COMMUNITY FOUNDATION GRANT WHEREAS, in April, 2009 the San Rafael City Council adopted the San Rafael Climate Change Action Plan to reduce community greenhouse gas emissions; and WHEREAS, the City of San Rafael, the San Rafael Chamber of Commerce and the Environmental Finance Center at Dominican University jointly applied for a grant to subsidize the Resilient Businesses Program to assist local small businesses in reducing energy and water use, waste generation and greenhouse gas emissions, saving money, engaging employees in promoting efficiency, and better marketing to customers; and WHEREAS, the Marin Community Foundation has approved a grant in the amount of $100,000 to implement the Resilient Businesses Program. NOW THEREFORE, BE IT RESOLVED that the City Council of the City of San Rafael hereby accepts the grant of $100,000 from the Marin Community Foundation and authorizes the City Manager to sign agreements with Natural Capitalism, the Environmental Finance Center at Dominican University and SEO Copywriting to provide consulting services associated with the grant. I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on Tuesday, the fifth day of July, 2011, by the following vote, to wit: AYES: COUNCILMEMBERS: Brockbank, Connolly, Heller, Levine & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None �zs{� c - F--�Q4,a' ESTHER C. BEIRNE, City Clerk ra(` .� ei��P��T �R�Ai vwN� 9�,��„',.�.���. M, AGREEMENT FOR MARKETING SERVICES FOR RESILIENT BUSINESSES PROGRAM This Agreement is made and entered into this _4th_ day of _August_, 2011, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Bonnie Ayers Namkung (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the City of San Rafael's General Plan Program SU -10b calls for implementation of a Resilient Businesses program to encourage operational changes in small businesses to reduce carbon emissions through effective education and peer group support; and WHEREAS, the CITY is the recipient of a grant from the Marin Community Foundation for implementation of the Resilient Businesses Program; and WHEREAS, the San Rafael City Council adopted Resolution 13181 on July 5, 2011 accepting the grant and authorizing the City Manager to enter into consulting agreements for program implementation; and WHEREAS, the CITY desires to employ the services of a CONTRACTOR to provide marketing services to solicit participation of local businesses in the Resilient Businesses Program and wishes to contract with a firm with extensive experience in marketing to the local business community; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Sustainability Coordinator 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. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Bonnie Ayers Namkung 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. Version 2-15-111 ORIG i° rp 1] l3/��—,tDESo CONTRACTOR shall perform the duties and/or provide services as described in Exhibit A attached and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: A. City shall contact other Marin Chambers of Commerce to obtain program endorsement and assistance in marketing the program through newsletters or electronic mail, B. City will assist in securing a venue and as a participant in a marketing kick-off event, and C. City shall assist in responding to specific program questions from solicited businesses. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR in a total amount not to exceed $12,390 as described in Exhibit A attached and incorporated herein. Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for one year commencing on August 8, 2011 and ending on August 7, 2012. 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 IN 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. 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. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of five hundred thousand ($500,000) dollars per occurrence. B. The insurance coverage required of the CONTRACTOR by section 10. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury. 3. 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. 4. CONTRACTOR shall provide to City's Risk Manager, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. S. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to City's Risk Manager. 6. 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. 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. 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. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the City's Risk Manager and the City Attorney. 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. 11. 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. 12. 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. 13. NO THIRD PARTY BENEFICIARIES. 4 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. 14. 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: Cory Bytof Project Manager City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 TO CONTRACTOR: Bonnie Ayers Namkung (Project Director) 1206 Third Street, Suite 2 San Rafael, CA 94901 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 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL NANCY WA --&LE,, City Manager ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: Y'r ROBERT F. EPS`TEIN, C Attorney 7 CONTRACTOR By: J Namd: h; t �%1.L r S C�, w►.� Title: Yi h Ci \k AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES FOR RESILIENT BUSINESSES PROGRAM 3� bus} 2011, by This Agreement is made and entered into this day of u , and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and the Dominican University of California, on behalf of the Environmental Finance Center Region 9 (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the City of San Rafael's General Plan Program SU -10b calls for implementation of a Resilient Businesses program to encourage operational changes in small businesses to reduce carbon emissions through effective education and peer group support; and WHEREAS, the CITY is the recipient of a grant from the Marin Community Foundation for implementation of the Resilient Businesses Program; and WHEREAS, the San Rafael City Council adopted Resolution 13181 on July 5, 2011 accepting the grant and authorizing the City Manager to enter into consulting agreements for program implementation; and WHEREAS, the CITY desires to employ the services of a CONTRACTOR to provide local assistance for execution of a sustainability education and implementation program for small businesses and wishes to contract with an entity which can assist small businesses with data collection and interpretation to evaluate and implement energy efficiency, water conservation, waste reduction and travel reduction opportunities and to prepare local graduates of business school to conduct the small business program in the future; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Sustainability Coordinator 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. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Lauralee Barbaria 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 described in Exhibit A attached and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and CITY will participate on a Steering Committee including representatives of the San Rafael Chamber of Commerce and Dominican University to provide on-going direction and assistance. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR in a total amount not to exceed $36,240 as described in Exhibit A attached and incorporated herein. Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for one year commencing on September 1, 2011 and ending on August 31, 2012. 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. 0 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. 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. 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 ($1,000,000) dollars per occurrence 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 ($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 $1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 10. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury. 3. 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. 4. CONTRACTOR shall provide to City's Risk Manager, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to City's Risk Manager. 6. 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. 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. 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. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the City's Risk Manager and the City Attorney. 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. 11. INDEMNIFICATION. A. Except as provided in Paragraph B., CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. B. Where the services to be provided by CONTRACTOR under this Agreement are professional contract services to be performed by a 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 CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement. 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: Cory Bytof Project Manager City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 TO CONTRACTOR: Lauralee Barbaria (Project Manager) Environmental Finance Center Dominican University of California School of Business & Leadership 50 Acacia Avenue San Rafael, CA 94901 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 I 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL NANCY MACKLE, City Manager ATTEST: ESTHER C. BEIRNE, City Clerk AP�ROVED ASTO FO RM: el lam, ROBERT F. EPSTEIN, Ci Attort)y CONTRACTOR By: L Name: Cecilia Minalga' Title: Chief Financial Officer STATEMENT OF WORK FOR SERVICES 07/25/2011 This Statement of Work is for the San Rafael Resilient Business Program. The Environmental Finance Center Region 9 (EFC9), in the School of Business and Leadership, Dominican University of California shall provide services to support the Resilient Business Program. 1. PROFESSIONAL SERVICES. EFC9 will engage and provide oversight for (2 — 4) students and/or alumni to participate in the San Rafael Resilient Business Program. Task Students / EFC9 Alumni 1. Engage 2 — 4 students / alumni as coach and assistant x coach trainees (depends upon the number of businesses engaged). 2. Participate in kick-off meetings, business training x x sessions, and one on one coaching with participating businesses. 3. Attend additional trainings (up to 40 hours) provided by x Natural Capitalism on the program curriculum, delivery and performance metrics. 4. Provide input on customization of the Sustainability x x Champion Program and the Tactical sustainability program. 5. Support coaching trainees who will provide assistance x to businesses during sustainability sessions and phone follow-up. 6. Assist with program activities such as collection of x x quantitative and qualitative data, tracking feedback and incorporating suggestions into program materials, conducting and tracking evaluation surveys, etc.. 7. Support and provide oversight to students and alumni x for program activities such as collection of quantitative and qualitative data and writing effective case studies that highlight program successes. 8. Work with participating students and alumni to x document and train follow-on students and alumni with the Resilient Business curriculum and program to determine viability of ongoing consulting support for the university and the local business community. Exhibit A Estimated Project Budget Allocations Include; Summary Hours Cost Student Support @25 hr. 423 $10,575 + fringe Alumni Support @ 30 hr. 423 $14,212 + fringe EFC9 Proj. Mgr. @ 50 hr. + 82 $5,330 fringe Supplies and Misc $3,386 Indirects $2,737 Total $36,240 EFC9 In Kind in kind $5,960 The estimated start date for the project is September 1, 2011. The estimated end date for the project is April 30, 2012. Project management will be provided by EFC9. 2. PAYMENT SCHEDULE Dominican University will be paid in two installments. The first installment of $18,120 will be paid upon the signing of the contract. The second payment of $18,120 will occur upon the completion of the project hours described above. Invoices are due and payable within 30 days of the invoice date. Exhibit A Form 1111-9 Request for Taxpayer Give Form to the (Rev. January 2011)Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service Name (as shown on your Income tax return) Dominican University of California N Business name/disregarded entity name, if different from above m CD c Check appropriate box for federal tax o classification (required): ❑ Indivldual/sole proprietor ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate ar- 0 Limited liability company. Ester the tax classification (C=C corporation, S=S corporation, P=partnership) 10.Exempt payee E] L p--------------------------- C -C a — ❑ Other (see instructions) ► w Address (number, street, and apt. or suite no.) Requester's name and address (optionaQ v a 50 Acacia Avenue M City, state, and ZIP code CD San Rafael, CA 94901-2298 Ust account number(s) here (optionaQ Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line I Social security number to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a I I I I - m resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other entitles, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer Identification number number to enter. M94 -11111516 51215 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am wafting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4. i Sign signature of 10-A Here 1 U.S. person 'O'. Date 11 - General General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who Is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. Cat. No. 10231X Form W-9 (Rev. 1-2011) AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES FOR RESILIENT BUSINESSES PROGRAM This Agreement is made and entered into this 1st day of August, 2011, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Natural Capitalism Solutions, Inc., a corporation authorized to do business in California (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the City of San Rafael's General Plan Program SU -10b calls for implementation of a Resilient Businesses program to encourage operational changes in small businesses to reduce carbon emissions through effective education and peer group support; and WHEREAS, the CITY is the recipient of a grant from the Marin Community Foundation for implementation of the Resilient Businesses Program; and WHEREAS, the San Rafael City Council adopted Resolution 13181 on July 5, 2011 accepting the grant and authorizing the City Manager to enter into consulting agreements for program implementation; and WHEREAS, the CITY desires to employ the services of a CONTRACTOR to provide a sustainability education and implementation program for small businesses and wishes to contract with a firm with extensive experience in assisting small businesses to improve energy efficiency, water conservation, waste reduction, travel reduction and employee engagement; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Sustainability Coordinator 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. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Steve Wilton 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. Version 2-15-11 1 CONTRACTOR shall perform the duties and/or provide services as described in Exhibit A attached and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: A. CITY will participate on a Steering Committee including representatives of the San Rafael Chamber of Commerce and Dominican University to provide on-going direction and assistance to the CONTRACTOR, and B. CITY will secure a venue for a marketing kick-off event, coach training and program sessions. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR in a total amount not to exceed $77,500 as described in Exhibit A attached and incorporated herein. Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The tern of this Agreement shall be for one year commencing on August S, 2011 and ending on August 7, 2012. 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 tennination, 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 perfonnance of its duties under this Agreement, shall be 11 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. 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 perfonnance 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. 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 ($1,000,000) dollars per occurrence 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 ($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 $1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 10. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 2. Except for professional liability insurance, the insurance policies shall be IN endorsed for contractual liability and personal injury. 3. 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. 4. CONTRACTOR shall provide to City's Risk Manager, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the ten -ns and conditions of said insurance policies except upon ten (10) days written notice to City's Risk Manager. 6. 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. 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. 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. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the City's Risk Manager and the City Attorney. 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. 11. INDEMNIFICATION. A. Except as provided in Paragraph B., CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. B. Where the services to be provided by CONTRACTOR under this Agreement are professional contract services to be performed by a 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 CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement. 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: Cory Bytof Project Manager City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 TO CONTRACTOR: Steve Wilton (Project Manager) 5 11823 N. 75`h Street Longmont, CO 80503 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 terns and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terns and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the 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 tern, 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 tern, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL NANCY MACqE,, JCity Manager r " ATTEST: c .4"e" ESTHER C. BEIRNE, City Clerk AFROVED AS TO FORM: wrypq 'h..,,b/4�I/ ROBERT F. EPSTEIN, ity0..Att&ey CONTRACTOR By: Name: Toby Russell Title: Chief Executive Officer CAp,,T� el to 1P STATEMENT OF WORK FOR SERVICES °lUTIT 10 This Statement of Work ("SOW') is entered into by and between Natural Capitalism Solutions (NCS) and the City of San Rafael. 1. PROFESSIONAL SERVICES. 1.1 Customize Sustainability Program Kick-off Meeting Natural Capitalism staff will meet with a Steering Committee comprised of representatives from the City of San Rafael Community Development Department, San Rafael Chamber of Commerce, and Dominican University's Green MBA Program in order to gain a more precise understanding of the City's goals for the program. During this meeting, the Steering Committee will also identify Implementation Team members that will be trained how to run the sustainability programs. The number of people San Rafael chooses to train may vary depending on how quickly the City wants to scale the program. At minimum San Rafael should provide a coach and an assistant coach to be trained. Prograrr,Design Using Ws information, the Natural Capitalism team and the Steering Committee will customi4a two business sustainability programs, one in-depth program (Sustainability Champicn Program) and a second shorter workshop program (Tactical Sustainability Program). NCS Provides: Staff on-site in San Rafael for kick-off meeting. Development of customized Sustainability Champion and Tactical Sustainability Programs, including program structure, curriculum, materials and tools. San Rafael Provides: Steering Committee to work with NCS in gathering all information needed to effectively design the customized programs around the needs of San Rafael, identification of an Implementation Team to be trained to deliver the programs. 1.2 Marketing Support NCS will provide marketing support for San Rafael as follows: Support San Rafael in the development of a marketing message that will resonate with t e local small business audience. Provide marketing templates that can be customized for San Rafael's use. ssist with marketing events by providing a speaker (Hunter Lovins when available) wither in person or via webinar. Share best practices gained from NCS's work small business sustainability across the country. NCS Provides: Support in development of marketing message, marketing templates to be customized for San Rafa::l's use, speakers for marketing events, best practices in marketing and sales of similar programs across the country. / FXHIRI'T A San Rafael Provides: Implementation Team to lead local marketing and sales efforts, including customizing templates, hosting events and webinars (using NCS software if needed), contacting prospective participants and 'closing' sales. 1.3 Program Launch Support NCS will support the San Rafael Implementation Team in the running the first two rounds of the Sustainability Champion Program and the first round of the Tactical Sustainability Program. NCS will provide a coach for all three programs and support the training of staff to act as assistant coaches and eventually primary coaches. Program launch will be structured as follows: NCS Provides: A coach for all three programs, in addition to an assistant coach for the first Champion Program. The assistant coach will support the coach by taking care of all logistics as well as assisting with exercises during sessions. NCS will also provide one-on-one telephone support for program participants throughout all three programs. San Rafael Provides: An assistant coach for the Tactical Program and the second round of the Champion Program. In addition, San Rafael will also provide a coach -in -training to support the NCS coach with content delivery in the second Champion Program. See below for section 1.4 for more on coach and assistant coach training. 1.4 Implementation Team Training The most fundamental element of the Implementation Team Training will be attending and participating in the first three programs. During this phase, the implementation team will see first-hand how the content is structured and the materials are presented. In addition, the implementation team will receive one-on-one training from the Natural Capitalism staff on how to present the materials, run the programs, interact with the clients, and track performance and the success of the programs. NCS Provides: Training for the Implementation Team via observation of and participating in Program sessions. In addition, NCS will provide 16 hours of additional training for the Team during the Champion Programs and 8 hours during the Tactical Program, for a total of 40 hours of training in addition to session days. San Rafael Provides: Implementation Team to begin training when the first Program launches. 1.5 Create Playbook Once the three Programs have been successfully completed, Natural Capitalism will provide the Implementation Team with a playbook that contains all the program resources including, slide decks with transcripts, exercises, activities, and a logistical tools (curriculum, session agendas, emails to participants, and evaluation surveys). NCS Provides: Playbook with all necessary resources run future Programs. 1.6 Measuring and Communicating Program Success In order to demonstrate the effectiveness of the Programs, NCS will support San Rafael in the collection of both quantitative and qualitative data. �t CA/,,Tf Qualitative: Included in the Implementation Toolkit are evaluation surveys to be given to participants after every session to gather feedback and suggestions on how to improve t programs. During the first three Programs, NCS and ,r,N,,],U'49YDxey ...]Yiiru�.5rmandart, ��IUT,o�S l the Implementation Team will track feedback and incorporate suggestions into program materials. Additionally, NCS will provide guidance in the collection and writing of effective case studies that highlight program success. Quantitative: NCS will support the tracking of energy, water, waste and carbon savings by pairing the program with the correct tools during the design phase that will allow for long- term tracking to measure program effectiveness. NCS has in the past supported the use of Energy Star's Portfolio Manager to track energy use and carbon emissions of participating businesses. Portfolio Manager allows participating businesses to share the results with San Rafael and NCS. NCS will review other tracking software, including iReuse, to ensure that both waste and water are also tracked effectively. NCS will provide a list of tracking options during the design and the City will be part of the final decision making process. If the City chooses software that has a cost associated with it then this cost will need to be covered by either the City or the participating businesses. NCS Provides: List of tracking options to be reviewed by the City, evaluation surveys to be sent to participants, instructions on using tracking software, tracking and collection of surveys in the first Champion Program (this will be the assistant coach's responsibility), integration of participant feedback during first three Programs, assistance with using tracking software as needed, and guidance in collecting and writing case studies. San Rafael Provides: Assistant coach to collect and track surveys during the Tactical Program and the second Champion Program as well as long term tracking and program evaluation, Implementation Team members to collect and write case studies. 2. NCS' RESPONSIBILITIES. 2.1. Supplier to Provide: (a) NCS will provide key services and deliverables according to the project deliverables stated above in Section 1. CITY OF SAN RAFAEL RESPONSIBILITIES. 3.1. City of San Rafael to Provide: (a) City of San Rafael will provide key services and deliverables according to the project deliverables stated above in Section 1. (b) Meeting space for kick-off meeting, coach trainings, Tactical Program sessions and any marketing events. It is recommended that the Champion Program sessions be held at participating companies' facilities. J31 V, CAP/ ry' z � Lnplm-nng Cmun 1;wttnah.hq 1 UTIO 4. DURATION OF PROJECT 4.1 This SOW is estimated to last for approximately 9 months (project timeline below), and more specifically will commence on July 15Th, 2011 and conclude on March 30th, 2012. This may change if the programs start later than estimated. July I Auoust I5eoternbed October January I february I March Kickoff Meeting I I! I 1 1 1 Mlarke4nq & Sales Program Design Create 4 N I entatiook Implementation Team Training j -I Champion Proqram I I Champion Program II I 11I ` Tactical Prooram 4.2 Change Control During NCS's performance of services pursuant to this project the City of San Rafael may request that NCS implement a change to the scope, approach or deliverables that have been previously agreed upon by the parties, or the City of San Rafael may request that NCS perform a service that is outside the scope of the services defined in this statement of work. Alternatively, a change may become necessary as a result of the assumptions set forth in this proposal, an unanticipated event that affects needs or requirements. Upon the occurrence of any of these events, NCS will provide the City of San Rafael with a proposed Change Order describing any changes to the project objectives, scope, approach and deliverables, as well as the impact on project activities, schedule, fees, expenses and staffing. Each party will indicate acceptance by signing the change order. NCS will proceed with the proposed changes once both parties have signed the Change Order. Upon its execution by both parties, the Scope Change Order will become a part of this statement of work for all purposes. 4.3 Termination If it is necessary to cancel the project at any time during its course, the City of San Rafael is responsible for payment of work that has already been completed and expenses incurred to date. Implanrnrmg C;mmue Sissiam��Lry 1 f 5. PROJECT FEES. 5.1 Natural Capitalism Solutions will be paid for the professional services after acceptance by the City of San Rafael at a fixed fee of $77,500 dollars, which will be paid to Natural Capitalism Solutions according to the payment schedule below: Projected Date % PaymeNCSnt to Deliverable Description May 30" 33% ($25,833) Signing of Contract October 30" 33% ($25,833) Start of the second circle program March 30" 33% ($25,834) Upon completion of project 5.2 Invoices are due and payable within 30 days of invoice date. Payments are late after 30 days and are subject to late payment interest of 1.5% accrued monthly on the outstanding balance from the invoice date. 5.3 Natural Capitalism Solutions will incur travel expenses for 8 flights to California and 12 nights of accommodation. This should cover NCS's travel to complete the program as designed. If there are scheduling conflicts and additional flights are required these travel related expenses will need to be covered by the City of San Rafael. These additional flights and travel expenses will need to be pre -approved in writing by the City of San Rafael and will be reimbursed by the City of San Rafael. Additional expenses shall not exceed five percent (5%) of project fees. 6. PROJECT MANAGERS. Natural Capitalism Solutions City of San Rafael NAME: Steve Wilton NAME: ADDRESS: 11823 N. 751" St. ADDRESS: Longmont, CO 80503 PHONE: 720-684-6580 PHONE: FAX: 303-834-9704 FAX: EMAIL: swilton@natcapsolutions.org EMAIL: This Statement of Work ("SOW") is entered into by and between Natural Capitalism Solutions (NCS) and the City of San Rafael. Toby Russell. CEO (Name) C 4��� (Signature) Natural Capitalism Solutions (Organization) 6/28/2011 (Date) (Name) (Signature) City of San Rafael (Organization) (Date) 1rryImirnrmK Canine Srur.unnlaLn