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2010-10-19 4-D AgreementTHIS AGREEMENT, entered into this 6th day of October, 2010 by and between CITY OF ALAMEDA, a municipal corporation (hereinafter referred to as "City's), and SU LIG POWER, a California corporation whose address is 1035 FOLGER AVENUE, D.ER.KELEY, CALIFORNIA 94710, hereinafter called the Contractor, in reference to the following: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B City and Contractor desire to enter into an agreement for Provide Tuley Design-build l d Services For Photovoltaic (Solar) Generation System, in accordance with bequest for Proposal, adopted therefor, No. P. W. 05 10 -12, Bled in the office of the City Clerk on July 20, 2010. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The Contractor shall begin work within five (5) working days after receiving notice from the Engineer to commence the work, and shall diligently prosecute the work to completion before the expiration of Ninety (90) consecutive working days from the date of receipt of notice to begin. work. This contract may be mutually amended on a year --by -gear basis, for up to four (4) additional years, based on satisfactory performance of all aspects of this contract. The Public Works Director may submit written notice that the contract is to be extended at the same terms and .costs as the existing contract, except as provided herein. The unit prices for any contract arnendrnent(s) to this agreement shall be adjusted by the Construction Cost Index for the San Francisco Bay Area reported in the Engineering News ]'record for the trades associated with the work from the date ofthe original bid opening to the estimated date of the proposed arnendrnent(s). 2. SERVICES To BE PE o Contractor agrees, at its ow cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all work strictly. in accordance with Specifications, Special Provisions and Plans, which Specifications, Special. Provisions and Plans are hereby referred to and expressly made a part hereof with the same force and effect as if the. same were fully incorporated herein, Contractor shall perform each requested task set forth in the Bidder'.s Proposal detailed in Exhibit "A as directed by the City, which is attached hereto and incorporated herein by this reference. The Contractor acknowledges that the work plan included in Exhibit "X' is tentative and does not commit the City to perform all tasks included therein. Sun Light Power- Turnkey Resign -build Page: 1 No. P.W. 05 -10-12 Photovoltaic. (Solar) Generation System at QWBWORMCEMor.R ALAMMA MRARYSM UGEr POWER AOLUMErrr the Alameda Main Library 3. COMTENSATION TO CONTRACTOR: Contractor shall be compensated for services performed pursuant to this Agreement in the amount and manner set forth in Contractor's bid, which is attached hereto as Exhibit "A" and incorporated herein by this reference. Payment will be made in the same manner that claims of a like character are paid by the City, with checks drawn on the treasury of said City, to be taken from the CIP 90915 with monies allocated from the BBCBG in ARRA funding. In addition, there is a Solar rebate from Alameda Municipal Power funds. Payment will be made by the City in the following manner: On the first day of each month, Contractor shall submit a written estimate of the total amount of work done the previous month. However, the City reserves the right to adjust budget within and between tasks. Pricing and accounting of charges are to be according to the bid packet pricing, unless mutually agreed to in writing. Payment shall be made for 90% of the value of the work completed .as determined by. the City. The City shall retain 10% of the value of the work as partial security for the completion of the work by Contractor. Retained amounts shall be paid to Contractor within sixty days of acceptance by the City of the project. Payment shall not be construed as acceptance of defective 'work. No interest will be paid to Contractor on retained funds. Total compensation under this contract shall not exceed $530,726.00, which includes a 11.9 percent contingency ($56,440.00). Use of contingency shall be for items of work o utside the original scope and requires prior written authorization by the City. Prompt Pa ment Of withheld Funds To Subcontractors: The City shall hold retainage from the prime contractor. and shall make prompt and regular incremental acceptances cif portions, as determined by the agency of the contract world and pay retainage to the prune contractor based on these acceptances. The prune contractor or subcontractor shall return all monies withheld in retention from all subcontractors within 10 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work b y the agency. Any delay or postponement of payment may take place only for good cause and with the agency's prior written approval. Any violation of these provisions shall subj ect the violating prime contractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business Professions .Code. This requirement shall not be construed to lit or impair any y contractual., administrative, or judicial remedies otherwise, available to the prime contractor or subcontractor in the event of a dispute. involving late payment, or nonpayment by the contractor, or deficient subcontractor's performance, or noncompliance by a subcontractor. This clause applies to both DBE and non -DBE subcontractors. 4. TIMIE IS OF THE ESSENCE., Contractor and City agree that time is of the essence regarding the performance of this Agreement. It is agreed by the parties to the Agreement that in case all the work called for under the Agreement is not completed before or upon the expiration of the time limit as set forth m paragraph 1 above, damage will be sustained by the City, and that it is and will be impracticable to determine Sun Light Power Turnkey Design -build Page: 2 No. P.W. 05 -10-12 Photovoltaic (Solar) Generation system at G.TusWORMCO LAR ALANWA LMRARYMN UGR r POWER A43=0G the Alameda Main Library the actual damage which the City will sustain in the event of and by reason of such delay. It is therefore agreed that the Contractor will pay to the City the sung. of FIVE HUNDRED DOLLARS ($500.00) per day for each and every day's delay beyond the time prescribed to complete the work anal the Contractor agrees to pay such liquidated damages as herein provided, and in case the same are not paid, agrees that the City may deduct the amount thereof from any money due or that may become due the Contractor under the Agreement. It is further agreed that in case the work called for under the Agreement is not f nished and completed in all parts and requirements within the time specified, the City shall have the right to extend the time for completion or not, as may seem best to serge the interest of the City; and if it decides to extend the time limit for the completion of the Agreement, it shall further have the right to charge the Contractor, his or her heirs, assigns, or sureties, and to deduct from. the final. payment for the work, all or any part, as it may deem proper, of the actual costs and overhead expenses which are directly chargeable to the Agreement, and which accrue during the period of such extensions. The Contractor shall not be assessed with liquidated damages during any delay in the completion of the work caused by an act of God or of the public enemy, acts of the City, fixes flood, epidemic, quarantine restriction, strikes, freight embargoes, and unusually severe weather or delays of subcontractors due to such causes; provided that the Contractor shall., within one (1) day f rom the beginning of such delay, notify the City in writing of the causes of delay. The City shall ascertain the facts and the extent of the delay, and its findings of the facts thereon shall be. fin and conclusive. The following terms. provided by the Sun Light and Power from the Request for Proposal are attached hereto and are hereby incorporated in this contract and are binding .upon the parties. Since this project is an funded pr "ect encouraging the use of solar energy, there is the possibility that coordination with utility companies may be delayed due to an increased demand..on their time and insufficient resources. In such a case, the. City will be willing to grant a time extension to Sun Light and Power in -line with the delay caused by the utility company. 5. STANDARD of Contractor agrees. to perfdrrr all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES: City and Contractor intend that the relationship between them created by this Agreement is that of employer- independent contractor. The planner and means of conducting the work are under the control of Contractor, except to the extent they are limited. by statute, rule or. regulation and the express terms of this Agreement. No civil service status or other. right of employment .will ll be acquired by virtue of Contractors services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation. plans, vacation and sick leave are available from City to Contractor, its employees or agents. Deductions shad not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer- employee relationship from any fees due Contractor. Payments of the above items, if required, are the responsibility of Contractor. Sun Light Purer- Turnkey Design -build Page: 3 No. P. T. 05- 10 -12 Photovoltaic (Solar) Generation System at G.TMWORxs CWOLAR AL.AUMA LMRAMS N UGHT POWER AGREEMNrzoc the Alameda Main Library 7. IMINUGRATION REFORM CONTROL ROL AC"I' CA p Contractor assumes any and all responsibility for verifying the identity. and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify and hold Cif har from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this Is provision by Contractor, 8. NON-DISCRINMATION, 0 Consistent with City's policy that harassment and discrimination are unacceptable employgtlemployee conduct, Contractor agrees that harassment or discrimination. directed toward a i ob applicant, a City employee, or a citizen by Contractor or Contractor's employee on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, re anc p Y sex, age, or sexual orientation will not be tolerated. Contractor agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HAR ESS Contractor shall indemnify, defend, and hold harness City, its City Council, boards, commissions, off i cials, and employees "Indemnitees from and a gainst any. and all less, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees ("Claians"), arising from or in any manner connected to Contractor's negligent. act or ormssion, whether alleged or actual, regarding performance of services or work conducted or perfdrrned pursuant to this Agreement. If Claims are filed against Indemn tees which allege negligence on behalf of the Contractor, Contractor shall have no right ofreimbursement against Indem itees for the costs of defense even if negligence is not found on the part of Contractor, However, Contractor shall not be obligated to indemnify Indemnitees from Claims arising from the sole or active negligence y or Willful misconduct of Indemmitees. 10. CE: On or before the. commencement of the terms of this Agreement, Contractor shall -fish City with certificates showing the type, amount, class of operations covere.d, effecti re dates and dates of expiration of insurance. coverage in compliance. with paragraphs 10A, B, C and D. Such certificates, which do not limit Contractor's indemnification, .shall also contain substantiall y the following statement: "Should any of the above insurance covered by this certificate be canceled. or coverage reduced before the expiration date thereof, the 'insurer affording coverage shall provide thirty (3 o) days' advance written notice to the City of Alameda b y. certified mail, "A.ttentio Risk, Manager." It is agreed that Contractor shall maintain in force at.all times during the performance of this Agreement all appropriate coverage of insurance: required by this Agreement with an insurance company that is acceptable. to City and licensed to do insurance. business in the. State of California. Endorsements na mzag the City as additional.. insured shall be submitted with the insurance certificates. A. COVERAGE: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. Sun Light Power- Turnkey Design -build Page: 4 No. P.W. 05 -10 -12 Photovoltaic (solar) Generation system at :uIIUBwvRMPIPsv AR A A* ALJBxARYWx LIcirr PvwEFL AGREEMENT.DOC the Alameda Main Library Liao Commercial general liability coverage in the following miinurn baits: Bodily Injury: 1,000,000 each. occurrence $2,000,000 aggregate all other Property Damage: $1,000,000 each occurrence $2,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the rewired nni rnunn. limits shorn. above. (3) Automotive. Comprehensive automobile liability coverage in the following minim lirhits: Bodily injury; Property Damage: or Combined Single Limit: $1,000,000 each occurrence 1,300,000 each occurrence $2,000,000 each occurrence B. SUBROGATION R Contractor agrees that in the event of loss due to any of the perils. for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to. its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer pro viding comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer o f said Contractor may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SEC URE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Contract name or as an agent of the Contractor and shah b.e compensated by the Contractor for the costs of the insurance premiums at the maximum rate permitted by later and computed from the date written notice is received that the premiums have not been paid. D. ADDMONAL INS URER City, its City Coun boards.and eomnAssions, onicers, and employees shall.be named as an additional insured under all insurance coverages, except worker's compensa insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named. as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. i4my other insurance held by an additional insured shall not be re quired to contribute anything toward any lass or expense cove by the insurance provided by this policy. Sun Light Power- Tumkey Design -build Page; 5 No. P.W. 05 -10 -12 Photovoltaic (Solar) Generation System at 0 R ALAWM LIBRA sou UGHT POVM A�.J)OC the Alameda Main Library B. SUFFICIENCY F INSURANCE: Contractor shad fur -.ish the following bonds from a bonding company acceptable to the City Attorney. Faithful Performance Bond and Labor and .Material Bond are only required for work over $25,000. Therefore, those estimates that are under $25,000 will not need to budget for the bond premiums and those estimates over $25,000 will need to be sure to budget for the bond premiums. The insurance limits required by City are not represented as be sufficient to protect Contractor. Contractor is advised to consult Contractor's insurance broker to determine adequate coverage for Contractor. 11. BONDS: Contractor shall furnish the following bonds from a bonding company acceptable to the City Attorney: A. Faithfal Pe ormance A bond iri the amount of 100% of the total contract price guaranteeing the faithful performance of this contract, and B. Labor and Materials als A bond for labor and materials in the amount of 100% of the total contract price. 12. PROEEIBITION AGAINST TRANSFE Contractor shad not .assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without poor Witten consent of pity. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee .shall acquire no right or interest by reason of s ch attempted assignment, hypothecation or transfer. However, claims for money by Contractor frank pity under this Agreement may be assigned to a bank, trust company or other financial institution without. prior written consent. Written notice of such assignment shad be promptly. famished to. City. by Contra.ctvr. The sale, assignment, transferor other disposition of any of the issued and outstanding capital .stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Contractor is a partnership or joint venture or syndicate or cotenancy, witch shall result in chang" the control of Contractor, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power .o f the corporation. 13. SUBCONTRACTOR APPROVAL Unless prior written consent from City is. obtained, only those people and subcontractors whose names are listed in Contractor's bid shall be used. in the performance of this Agreement. Requests for additional subcontracting shall be. submitted in writing, describing the scope of work to be subcontracted anti the nnarne .of the proposed subcontractor. Such request shall set forth the total price or hourly rates fused in preparing estimated costs for the subcontractor's services. Approval of the subcontractor may, at the option. of City, 'be issued in the foam of a `work Order. Sun Light Power- Turnkey Design -build 'age: 6 No. P.W. 05 -10-12 Photovoltaic (Solar) Generation System at GARMWORMCMSaLAR ALAMMA LMMYMM UGTr POWER AGREMMU W the Alameda Main Library In the event that Contractor employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general and automobile liability insurance in reasonable conformity to the insurance earned by Contractor. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES Contractor, at its sole expense, shall obtain, and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City ]business License, that may be required in connection with the performance of services hereunder. ti 15. REPORTS Each and every report, draft, work product, reap, record and other document reproduced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Agreement shall be the exclusive property of City. No report, information nor other data given to or prepared or assembled by Contractor pursuant to this Agreement shall be made available to any individual or organization by Contractor without prior approval by City. Contractor shall, at such time and in such form as City may require, ash reports concerning the status of services required under this Agreement. 16. RECORDS Contractor. shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services.. All such records shall be maintained in accordance With. generally accepted accounting principles and shad be. clearly identified and readily accessi Contractor shall provide free access to such books and records to the representatives of City or its designe at all proper times, and gives City the right to ermine and au di t san and to m ak e transcripts therefrom as necessary, and to allow inspection of all work, data, .documents, prcce�d' rS and activities related to this Agreement. Such records, together with supporting documents, shall be. kept separate from other documents and records and shall be maintained for a period of three. (3) gears after receipt of final payment, If supplemental examination or audit of the records_ is necessary due to concerns raised. by City's preliminary examination or audit of records, and the City's supplemental e mination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or oth breach of contract or failure to act in good faith, then Contractor. shad reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. Sun Light Power Turnkey Design- build Page: 7 No. P.W. 05-10-12 Photovoltaic (Solar) Generation System at 0 TUBWORKMMMLAR ALANMA LIsRAP sUN LIGHT POWER AMEBaM.noc the Alameda Main Library 17. NO'T`ICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. City at: All notices, demands, requests, or approvals from Contractor to City shall be addressed to City of Alameda Public Works Departrnent 950 West Mall Square, Room 110 Al.ameda, CA. 94501 Attention: Flavio Barrantes, Construction Inspection. Survey Supervisor Ph: (510) 749 -5840 Fax: (510) 749 -586 All notices, demands, requests, or approvals from City to Contractor shall be addressed to Contractor at: Sun Light &Power 1035 Folger Avenue Berkeley, CA 94710 Attention: Roger Williams Ph: (510) 845 -2997 /Fax: (510) 845 -1133 18. RUNOFF AGE The Contractor shall avoid creating excess dust Ewen brewing asphalt or concrete and during excavation and grading. If water is used for dust control, contractor shall use as little. as necessary. Contractor shall take all steps necessary to beep wash water out of the streets, gutters and storm drains. The Contractor shall develop and implement erosion and. sediment control to prevent pollution of storm drains. Such control includes but is not limited to: A. Use storm drain inlet protection devices such as sand bag ban iers, filter fabric fences, block and gravel filters. (Block storm drain inlets prior to the start of the rainy season (October 15), in site de- watering activities and saw- cutting activities; shovel or vacuum saw -cut slurry and remove from the site). B. Cover exposed piles of soil or construction material with plastic sheeting. All construction materials must be stored in containers. C. Sweep and remove all materials from paved surfaces that drain to .streets, gutters and storm drains prior to rain as well as at the end of the ..each work.. day. At the completion of the project the street shall be gashed and the wash water shall be collected and disposed of offshe in an appropriate location. D. der brewing old pavement, Contractor shall remove all debris to avoid contact with rainfall or runoff. E. Contractor shall maintain a clean work area by removing trash, lifter, and debris at the end of each workday. Contractor shall also clean up any leaks, drips, and other spills as they occur. Sun Light Power- Turnkey Design -build Page: 8 No. P.W. 05 -10 -12 Photovoltaic (Solar) generation System at GRUBWOMMMMUR ALAbMA r..UNURYMN UGW &'PoVAM AGREEMENT DOC the Alameda Main Library The objective is to ensure that the City and County of .Alameda County -Tide dean Water Program is adequately enforced. These controls should be implemented prior to the start of construction, upgraded as required, maintained during construction phases to provide adequate protection, and removed at the end of construction. These recommendations are intended to be used in conjunction with the State's Best Management Practices Municipal and Construction. Handbooks, local program guidance materials from /municipalities, Section 7.1 .01 of the Standard Specifications and any other appropriate documents on storm water quality controls for construction. Failure to comply with this program will result in the issuance of noncompliance notices, citations, project stop orders or fines. 'fhe fine for noncompliance of the above program is two hundred and fifty dollars ($25+0.00) per occurrence per day. The State under. the Federal dean Water Act can also impose a fine on the contractor, pursuant to Cal. Water Code 133 85. IX 1 POLICY* Te Contractor shall follow the requirements of the City's Integrated Pest Management (LPG} Policy to ensure the City is in compliance with its Municipal Regional Stormwater NPDES Permit, Order No. R2-2009-0074, issued by the California Regional Water Quality Control Board. Contractor shall follow the City's IPM Policy and utilize generally. accepted IPM.. Best Management Practices (BMTs) to the magnum extent practicable for the control or management of pests in and around City buildings and facilities, pans and golf courses, urban landscape areas, rights of -way, and other City properties. A copy of the City's IPM Policy may be obtained from the Department of Public Works And is also on file with the City Clerk. Contractor shall provide a copy of any current IPM certifications(s) to the City's project manager prior to initiation of the service work. 20. COMPLIANCE WITH .UST ORDINANCE Contractor shall perform all excavation work. M* compliance with the City's Marsh Crust Ordinance as set ford at Section 13-56 of the Municipal Code. Prior to performing any excavation work, Contractor shall verify- with the Building Official whether. the excavation work is subject to the Marsh gust Ordinance. Contractor shall apply for and obtain permits from Building Services on projects deemed to be subject to the Marsh Crust Ordinance. 21. SAFETY T: All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlines by CAL OSHA. The City reserves the right to issue restraints or cease and desist orders to Contractor when unsafe or harmful acts or conditions are observed or reported relative to the performance of the work under this .Agreement. Contractor shall maintain the work sites free of hazards to persons and/or property resulting from his or her operations. Any hazardous condition noted by Contractor, which is not a result of has or her operations. Any hazardous condition noted by Contractor, which is not a result of his or her operations, shall imm ediately be reported to the City. Sun Light Power- Tumkey Design- build Page: 9 No. P.W. 05 -10-12 Photovoltaic (Solar) Generation System at G;TM`W0RrScMS0La ALANEDA LIBRARY vx UGHT POWER AcREEMMrr.UX the Alameda Train Library 22. PURCHASES OF AHNED MATERLALS UI NT: Contractor shall ensure that all purchases of wed materials such as construction aggregate, sand and gravel, crushed stone, road base, fill materials, and any other mineral materials must originate from a surface mining operation identified on the A133 09 8 List per the Surface On g and Reclamation Act of 1975 (S Within five days of award of contract, Contractor shall submit a report to City which lists the intended suppliers for the above materials and demonstrates that the suppliers are in compliance with the SMARA requirements. The AB3098 List is maintained by the Department of Conservation's Office of line Reclamation (OMR) and can be viewed at: www.conservation.ca.gov/ON4R/ab 3098 listlindex.htm. Dote that the list changes periodically and should be reviewed accordingly. 23. T ATIOI In the event Contractor fails or refuses to perform any of the provisions hereof at the time anal in the manner required hereunder, Contractor shall be deemed. in default in the performance. of this Agreement. If such default is not cured within a period of two days after receipt by. Contractor from City of written notice of default, specifying the nature of such default and steps necessary to cure such default, City may terminate the agreement forthwith by giving to the Contractor written notice thereof. City shall have the option, at its sole discretion and without .cause, of terminating this Agreement by giving seven (7) days' prior written notice to .Contractor as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 24. O L LS Contractor shall comply with all lags, state or federal and all ordinances, rules and regulations enacted or issued by City. 25. CONFLICT of LAW, This agreement shall. be interpreted under, and enforced by the laws of the State. of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) any suits brought pursuant to this Agreement shall be filed with the courts of the Counter of Alameda, State of California. 26. ADVERTISEMENT: Contractor shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, .posters or cards of any Idd pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. Sun Light Poorer- Turnkey Design -build Page: 10 No. P.W. 05- 14-12 Photovoltaic (Solar) Generation System at c.APuBW0R =C1svLkR ALAMMA LMRARYux r. MT POWER AGP.Uaa the Alameda Main Library 2 I R A waiver by City of any breach of any tern, covenant, or condition contained herein, shall not be deemed to be a waiver of any subsequent breach of the same or any other tern, covenant, or condition contained herein, whether of the same or a different character. 28. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every bind or nature whatsoever between the parties hereto, and all prey negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by bath City and Contractor. 29. INSERTED Pl SIONS Each provision and clause required by lair to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through nnistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make, such insertion on application by either party. .30. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no moray affect, limit or amplify the terms or provisions of this Agreement. Sun Light Power- Turnkey Design -build Page: 11 No. P.W. 055 -10-12 Photovoltaic (Solar) Generation System at GAP[} `WORMC]P LAR ALAMMA LERARYSUN UGM Pow ,a.GREBMTr.DW the Alameda Main Library III WITLESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. SUN LIGHT POWER A. California Corporation Gary Gerber Owner CITE" OF ALA.MEDA A Municipal Corporation Ann .Marie Gallant Interim City Manager RECOMMENDED FOR APPROVAL Matthew T. Naclerio Public 'Works Director APPROVED AS TO FORM: City Attorney Laura Zagaroli Deputy City Attorney ,Sun Light Poorer- Tumkcy Design -build Page; 12 No. PN, 05 -10.12 Photovoltaic (Solar) Generation System at G,;lT'93B1VOMST{RM AR ALAMEDA LIBRAMSUN LIG147 r WER ACRETWErrI°. W die. Almnoda Main Library POLICY NUMBER: COMNIERCIAL GENERAL LIABILITY CG 20 10 10 43 THIS ENDORSEMENT CHANGES 'TIC POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED OWNERS, LESSEES or CONTRACTORS FORM B This endorsement modifies insurance provided under the foIlowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Alameda Public Works. Department Alameda Paint, Building 1 950 West Mall Square, Room x.10 Alameda, CA 94501-7558 (If no entry appears above, information required to complete this :endors na 1 j d ecl applicable to this endorsement.) WHO IS AN INSURED (Section II) is amend a shoN Schedule, but only with respect to. li ans M1 j> P IT IS T P R INS D S CON WITH E SEVE IT IS AG X P CE, SHALL URED TO EACH GHT. qP WAVER OF IT IS RIGHT 0 ROGATION AGAIN A CTS THE JOB OR PREMISES DESC NOTICE IT IS IN TTY EVENT OF CANCELLATION OF TFIE POLICY FOR ANY RE N- PAYMENT OF PREMI[TM, 30 DAYS WRITTEN NOTICE WII.,I; BE SENT TO CATS HOLDER BY MAIL. IN THE EVENT TIDE POLICY IS CANCELED FOR NON -P 10 DAYS, WRITTEN NOTICE WILL BE SENT TO THE ABOVE. Sun Light Power- Turnkey Design -build Page: 1 No. P.W. 05 -10 -12 Photwoltaie (Solar) generation System at GARMw©RMCIP aLAR AUMM LMP.4R suu UG r PoSM AGREZONT.DOC the Alameda Main Library POLICY NLTM BER: THIS ENDORSEMENT CHANCES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following. BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM COMNERCL4L AUTO QG 20 48 02 99 With respect to coverage provided by this endorsement, the provisions of the Coverage Farm apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "imureds" under the who Is An Insured Provisions of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: Countersigned By: (Authorized Representative) Named Insured: SCHEDULE Name of Person or Organization: City of Alameda Public works Department 950 Vest Mall Square, Room 110 A.lam.eda, CA 94501 -7558 WHO IS AN INSURED (Section 11) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. REF: The City of .Alameda, its City Council, boards and commissions, officers employees are additional insured for work done on their behalf by the named insured. NOTICE OF CANCELLATION: IT IS UNDERSTOOD AND AGREED THAT IN THE EVENT OF CANCELLATION OF. TiM POLICY. FOR ANY REASON OTHER THAN NON-PAYMENT OF PREP, 30 DAYS WRITTEN NOTICE WELL BE SENT TO TBE CERTIFICATE HOLDER BY MAIL. IN THE EVENT THE POLICY IS CANCELED FOR NON- P.AY3,1ENT OF PREMIUM, 14 DAYS WRITTEN NOTICE WILL BE SENT TO THE ABOVE. CA. 20 48 02 99 Page 1 of I Sun Light Power- Turkey Design -build Page: 14 No. P.W. 05- 10 -12 Photovoltaic (Solar) Generation System at 6:TvswvRMeOsoLAR ALA MMA LMRA SRN UGHT &POWER AMMMEn Dac the Alameda Main Library E hib t "A" s U IL L 1 (3 H T Y a rK` E. Project Schedule Please see the next page including a Gantt Chart for the schedule of the project. The following Project Schedule assumes that 1) permit package submittal to the Library will be responded to Within 2 working days, 2} building per will issue from the City of Alameda building department within 10 working days, .and 3) the Permission to operate will issue from the Alameda Mu.nicipal Utility within 5 days of re cei ving our application for the interconnection. Please seethe next two pages for the Gantt chart. F. Project Budget The Project Budget for the system pricing of the Base Bid, including Sharp 235 modules, is as follows: 211.7 20 00 9,28 7.46 Conduit an Raceways, Wirin and Ca bling 181.2 17 10,525 Layout a nd Rooftop attachmen 218.7 21,595 27,243.22 Rack Building 282.8 260,9 77.58 Installation of Modu Inverte BOS 51.1 5 1,547.9 Interconnection 158.4 14,808.00 0 Site Supervision, job mana mo bilization 2 94.5 15 1 178.20 0 General Administration (Commissioning, Off -site Project Management, Permitting, Contract Admi.nistration.and Rebate Application, Inspectio Design a Eng ineering) 1 23 1 4 00 .0_0 3 Subtota Not to exceed or c ap 3 2,054 Subcontracto s Roofing (Library7s flrigiiial Rao Ong _v__. d_ ,.....�..�.�.��,.a.._�..� .�,.�......Y..., C o`nTr F F. ba e expel SC) w. w.. ....�.a,...�p.e...... $465 dub Total System Pricing for Sharp Panel S�ystern onto• $474,286.00 Total System Pricing G. References, Related Experience and Examples o Mork. Please see the following pages for various examples of Sun Light Power. s previous projects. The first page shoves a chart of various projects and.the team personnel involved .in those projects. Following this chart, each page shows one past project, it includes the names and telephone numbers for the reference person. from .the owner of the project. This is only a short list of recent projects. 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U rl CL 0 E E r_ ul Ul c 0 (U n iF vi 4� Ll� E E Ln cn rti a- Contract Preparation Date: 9/7/14 SVV A LIGHT System Prici Date Client Signed this Contract: POW Contract Lic. 326263 Page Client carne: Flavio Barrantes Site Name: Oak St, 1556, Alameda Contact: Flavio Barrantes Address: 1550 Oak St. Address: 1550 Oak St. Alameda, CA, 94501 Alameda, CA, 94501 Phone.: (510) 7495840 Phone: (510) 749 -5840 Email: gcar1son @ci.a1ameda.ca.us Email: gcar1son @ci.a1ameda.ca.us Fax: 5107495867 Sun Light Power "SLP proposes to supply and install the following photovoltaic'system, according to the accompanying drawings and if accepted shall create a binding contract between SLP and the client listed above: Sharp 235: 67,210 Peak Watts This system.does.not inelude battery storage and will 58,124 CEC Rated Watts* not produce .power during a poorer outage. *(maximum CEC Watts shown above incentive program may derate far site c onditions) Description of the Project and Description of the Significant Materials to be Used and Equipment to Be installed (the Work Materials: City Item# Description 285 NU U235FF1 235W Module, Monocrystalline, Silver Frame 1 PVS (208 V) SatCon PVS --75 (208 V) Powergate Plus Inverter, 75 kW, 208VAC, 3 Phase 1 DAS Web based Solar monitoring system 1 BOS Balance of System including SLP Racking System 286 Module Racking Sun Light Power Racking System per module Installation Dotes: Design all system components to be locally code compliant Generate submittal drawings and interface with the site designers Secure a permit for the Solar portion of the project from the appropriate jurisdiction Install galvanized steel posts before roofing begins; roofer installs flashing r Install galvanized steel pipe substructure with aluminum mounting rails on galvanized steel posts using stainless steel hardware 0_ Install the modules on aluminum mounting rails using aluminum clips and stainless steel hardware V N -1_ nstall the Inverter(s) and associated equipment on exterior wall 1. Wi the modules per manufacture's specifications and run wiring to the inverter as required by the National Electric Code Install conduit and wire for the solar electric system up to the AC .disconnect. Unless otherwise noted, all conduit to be installed on exterior. of the building. R Install fused AC disconnect for line side point of interconnection Commission the system; Coordinate all utility and local permit inspections Install Data Acquisition System (DAS). Others to provide 120v ac power and cat internet access if needed. Customer will provide Restroom Access for the duration of installation Agreement based on submitted drawing titled "PV2A" Exclusions: Permit and other associated fees are not included Note: The price quoted below reflects an estimated rebate level based on the current incentive levels. The rebate is subject to change based an the program guidelines and final shading and site conditions. Client must provide all required documents and signatures in a timely manner to ensure highest possible rebate. SLP Contract Price: Alameda Municipal Power Total System Cost to Client: $465,036.00 ($156,728.0 $308,308.06 m Guidel an d est ate Subject to Prog�arn Guide n�. �._...n.. �._..A..__ _w...n, Sun Light Power 1 1035 Folger Ave, Berkeley, CA, 94710 1 510) 845 -2997 1 fax: (5 .10) 845 -1133 Flavio Barrantes Contract. Sharp 235: Page 2 NOTE: s Price above assumes that this system will qualify for the incentive program, administered by the .applicable Utility, with a rebate projected on page one a# the. contract. .SL.P does not assume responsibility for any red uction in the rebate amaunt.due to changes in the incentive program. SLIP allows client to pay tor to .$2,000 of this contract frith a credit card. payment. No structural or other engineering costs are included in this agreement (finless specified in.the inst al l ation section u Roof, structural, electrical, andfo upgrades are omitted from this agreement unless specified in the installation section). This agreement includes al[ rnecessary coordination with local utility as needed to secure app r oval of grid intertie. 5LP may at its option substitute equal or better materials for.the specified equipment. Prices are good for 60 days from the Contract Preparation Date (see page 1. of this agreement The schedule of progress p mus specifically describe each phas of. the Work, including the typ and amount of Work or service scheduled to be supplied in each phase, along with the. amount of each proposed progress payment.: IT. IS AGAINST THE LAW FOR A CONTRACTOR TO COLLECT PAYMENT FOR WORK NC3T.YET COMPLETED OR FOR MATERIALS. NOT YET DELIVERED. HOWEVER A CONTRACTOR MAY REQUIRE A DOWN PAYMENT. THE CLOWN PAYMIENT MAY NOT EXCEED $1 �000.00.0H EXCEED.10% F THE CONTRACT PRICE, WHICHEVER IS LESS. CONTRACT PENCE ANA SCHED.UL E OF PAYMENTS Deposit upon signing of the contract: $1 Payment upon commencement of on -site work:.. $1 90,769. .00 Payment upon delivery of the equipment to the site $226 Payment upon City /County solar permit sign-off ..$46 Total of Payments....... $465 036-00 Estimated incentives amount to be paid directly to Client:... $1 56 Approximate project start date and end dates are as follow 12/6/20 1 0 'and 1/5/201 Substantial commencement shall consist of the beginning of installation of ANY system component at the site. Substantial completion shall consist of proper placement and connection of all major system components. SLIP is not responsible for any delay in commencement due to failure of the incentive program to provide a rebate confirmation in a timely manner. List of documents to be incorporated into the contract. The following documents are attached and incorporated into this Contract and made a part of it_ (1) the Term conditions THREE -DAY RIGHT TO CANCEL NOTICE. The law requires that the cont give y ou notic explaining your right to cancel_ Initial the checkbox if the contractor has given you a "Notice of th6 Three Day Right to Cancel'r x X B uyer Date Sun Light Power Officer Date This contract is valid only if signed by an officer of Sun Light Power. Sarah Wauters (Design Consultant) Date Lic. 326203 The Customer or. tenant in a house improvement contract has the right to require the Contractor to have a performace and payment bond at Customer's cost. Customer hereby acknowledges the foregoing rights. Contractors are required by law to be licensed and regulated by the Contractors State License Board, which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years of the date of the alleged violation. A complaint regarding a latent actor omission pertaining to structural defects must be filed within 10 years of the date of the alleged violation. Any questions concerning the contractor may be referred to the Registrar, Contractors State License Board, P.O. Box 26000, Sacramento, CA 95826. Sun Light Power 1035 Folger Ave Berkeley, CA, 94710 1 (510) 84.5 1 fax: (510) 845 1 1 33 Contract Preparation Date: 917/10 SW GHT System P late Client Si gned this Contract: ,Fyd;a POWER 1%:W.iYAi°u4 Contract. Lic. 3262 Page 1 Client Name: Flavio Barrantes Site Warne: Oak .St, 15 50, Alameda Address: 1550 Oak St. w Contact: Flavio Barrantes x Y Address: 1550 Oak St. Alameda, CA, 94501 Alameda, CA, 94501 Phone: (510) 7495840 Phone: (510) 749 -5840 Email: gcar1son @ci.a1ameda.ca.us Email: gcarlson@dalarneda.ca.us Fax: 5107495867 Sun Light Power "SLP proposes to supply and install the following photovoltaic system, according to the accompanying drawings and if accepted shall create a binding contract between SLP and the client listed above.: Option 3: FALSE Peak Watts This system does not include battery storage and will FALSE CEC Rated Watts* not produce power during a power outage *(maximum CEC Watts shown above incentive program may derate far site.conditions} Description of the Project and Description of the Significant Materials to be Used and Equipment to Be Installed (the "Work"'). Materials: Qty Item# Description BOS Interior Mounted Computer Monitor for Education Display M Installation Notes: Design and Installation of Mall mounted Computer monitor for Education 1 Display #NIA #NIA Note: The price quoted below reflects an estimated rebate level based on the current incentive levels. The rebate is subject to change based on the program guidelines and final shading and site conditions. Client must provide all required documents and signatures in a timely manner to ensure highest possible rebate. SLIP Contract P rice: Total System Cost to Client: $9,250.90 $9,25 i 3 Sun Light Power 1035 Folger Ave, Berkeley, CA, 94710 (51 a) 845 -2997 1 fax: (51 9) 845 -1133 Flavio Barrantes Contract Option 3: Page 2 NOTE: Price above assumes that this system will qualify for the incentive program, administered. by the applicable utility, with a rebate projected on page one of.the.contrac. SLP does not assume responsibility" for any reduction in the rebate amount due to changes in the incentive program. SLP allows client to pay for.up to $2 of this.contract with a c card paym No structural or other engineering costs are included in this agreement (unless specified in the installation section). Roof, structural, electrical, and /or service upgrades are. ornitted from this agreement (unless specified in the installation section). This agreement includes all necessary coordination with local utility as needed to. secure approval of grid intertie. SLP may at its option substitute equal or better rn ate rials for the specified. equipment. Prices are good for 60. days from the Contract .Preparation Date (se page 1 of this ag reem e nt).. The schedule of progress payments must specifically describe each phase of the Work, including the type and amount of Work or service scheduled to be supplied in each phase, along with the amount.of each proposed .progress payment. IT IS AGAINST THE LAW FOR A CONTRACTOR TO COLLECT.PAYMENT FOR WORK NOT YET. COMPLETED OR FOR MATERIALS NOT YET DELIVERED. HOWEVER A CONTRACTOR. MAY REQUIRE A DOWN PAYMENT. THE DOWN PAYMENT MAY NOT EXCEED R$1 ,0oowo0 OR EXCEED 0% OF HE CONTRACT PRIC WHICHEVER IS LESS. CONTRACT PRIG[ ,AND. SCHEDULE OF. PAYMENTS.: Deposit upon signing of the contract: $1 Payment upon commencement of on -site. work: $7,256.00 Payment upon delivery of the. equipment to the site:....... $09.00 Payment upon City /County solar permit sign off:....... $925.40 Total of Payments $9,250.00 Approximate project start date and end dates are as follows: 1 2/6/2010 and 115/2011 Substantial commencement shall consist of the beginning of installation of ANY system .component at the site. Substantial completion shall consist of proper placement and connection of all major. system components. SLP is not responsible for any delay in commencement due to failure of the incentive program to provide a rebate confirmation in a timely manner. 4i V .a�• r List of documents to be incorporated into the contract. The following documents are attached and incorporated into this Contract and made a part of it: the Term Conditions THREE -DAY RIGHT TO CANCEL NOTICE. The law requires that.the contractor give you notice. explaining your right to cancel. initial the checkbox if the contractor has given you a "Notice of the Three Day Right to Cancel" X X Date B uyer(s) Sun Light Power Officer Date This contract is valid only if signed by an officer of Sun Light Power. Sarah Wauters (Design Consultant) Date Lic. 3262D3 The Customer or tenant in a house improvement contract has the right to require the Contractor to have a performace and payment bond at Customer's cost. Customer hereby acknowledges the foregoing rights. Contractors are required by laver to be licensed and regulated by the Contractors State License Board, which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within tour years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural deflects must be filed within 10 years of the date of the alleged violation, Any questions concerning the contractor may be ,e erred to the Registrar, Contractors State License Board, P.D Box Sacramento, CA 95820. Sun Light Power 1035 Folger Ave, Berkeley, CA, 94710 1 510) 845 -2997 1 fax: (510) 845 .1133