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Home My WebLink AboutBaker Electric Inc; 2019-07-08; PSA19-820GSPSA19-820GS City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND AND AMEND THE AGREEMENT FOR PHOTOVOLTAIC SYSTEM MAINTENANCE & MODULE WASHING BAKER ELECTRIC, INC. This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, extending and amending the agreement dated July 8, 2019 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Baker Electric, Inc., a California corporation, (“Contractor") (collectively, the “Parties”) for photovoltaic system maintenance. RECITALS A. The Parties desire to alter the Agreement’s scope of work to remove: • Item No. 2 Alga Norte Park Zero Discharge Module Washing • Item No. 4 Pine Avenue Community Center PV Module Cleaning and • Item No. 6 Safety Training Center Module Washing; and B. The Parties desire to extend the Agreement for a period of one (1) year; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed fifteen thousand four hundred sixty-eight dollars and forty-nine cents ($15,468.49). 2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed fifteen thousand four hundred sixty-eight dollars and forty-nine cents ($15,468.49). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit “A” by July 7, 2021. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// DocuSign Envelope ID: FCFA3B4A-A18A-4863-BE47-D6EE04466CA1 26th June PSA19-820GS City Attorney Approved Version 1/30/13 2 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California BAKER ELECTRIC, INC., a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Theodore N. Baker, President & Secretary (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: FCFA3B4A-A18A-4863-BE47-D6EE04466CA1 PSA19-820GS City Attorney Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES Contractor to provide all materials, tools, and labor necessary to provide annual photovoltaic (PV) system preventative maintenance at the following locations: 1. Alga Norte Park located at 6565 Alicante Road, Carlsbad, CA 92009 2. Pine Avenue Community Center located at 3209 Harding Street, Carlsbad, CA 92008 and 3. Safety Training Center, located at 2560 Orion Way, Carlsbad, CA 92010. SCOPE OF WORK Annual PV System Preventive Maintenance • Visual inspection of Solar Facility’s general site conditions, PV arrays, electrical equipment, mounting structure, fence, shading, trackers, vegetation, animal damage, erosion, corrosion, and discolored panels. • Visual inspection and correction of Solar Facility for loose electrical connections and ground connections. • String-level open-circuit voltage, DC operating current tests, and I-V curve traces on strings. (Does not apply to Micro Inverters) • Inspect all PV switches and disconnects. Test to ensure they are not jammed. • Infrared scans on all combiner and re-combiner boxes; tighten connections to manufacturer's torque specification; report broken terminal blocks. • Check calibration expiration on sensors and meters, including: pyranometers, anemometers, and tilt sensors, and perform other services such as cleaning and replacement of any desiccant. • Turn off and on logging and communications to ensure they are communicating and ensure battery backups are working. • Inverter preventive maintenance for each inverter per manufacturer’s operating guidelines. • Clean inverter cabinet air vents. • Clean and change inverter air filters, if present, per manufacturer’s warranty requirements. • Clean/remove dust from inverter heat sinks per manufacturer’s warranty requirements. • Check torque marks and re-tightening appropriate wiring connections to design specification torque force per manufacturer’s guidelines. • Inspect roof penetrations to ensure sealant is applied properly and not degrading. (Roof mount only.) • PV array module maintenance for all modules. • Perform infrared scan of 10% of modules for two types of circuitry connections: cells on the front and junction boxes on the back. • Remove any sprouting seeds or vegetation, bird nests, leaves or debris, etc. • Document details of preventive maintenance work, such as condition observations, work performed, meter readings, thermal images, and system testing results. • Include non-conformance reports to identify potential short-term and long-term power production issues. DocuSign Envelope ID: FCFA3B4A-A18A-4863-BE47-D6EE04466CA1 PSA19-820GS City Attorney Approved Version 1/30/13 4 Notes: • Includes dispatch commitment: dispatch resources in response to alarms and alerts/service requests received by the contractor from the city. o Alarm: means loss of one inverter’s production. The dispatch time incurs a fee of $679 per alarm, in addition to the fees in non-covered services schedule, including alarms that require warranty service. Dispatched within two days. o Alert/service request: means noticeable anomaly or loss of power, but inverter in question is still operating. This dispatch time incurs a fee of $369 per alert/service request, in addition to the fees in non-covered services schedule, including alerts/service requests that require warranty service. Dispatched within seven days. • Includes standard manufacturer warranties on any equipment and materials provided by the contractor. Outside of the manufacturer’s provided warranty on the equipment, Contractor to provide a standard 1-year warranty on labor associated with the preventative maintenance. This 1-year warranty protects the City from workmanship related items. The warranty does not cover any type of natural disaster, vandalism or warranty claims resulting from tampering. • Proposal is based on prevailing wage rates. • Work will be performed during normal business hours: 7:00 a.m. and 3:30 p.m. Monday - Friday. • Proposal includes Sales Tax. Vendor Proposed Cost and Service Chart ITEM NO. UNIT QTY DESCRIPTION PRICE 1 LS 1 Alga Norte Park PV Preventative Maintenance $5,347.97 2 LS 1 Pine Avenue Community Center PV Preventative Maintenance $2,086.45 3 LS 1 Safety Training Center PV Preventative Maintenance $2,735.07 4 LS 4 Alarm Dispatch (Budget Estimate) $2,716.00 5 LS 7 Alert/Service Request (Budget Estimate) $2,583.00 TOTAL* $15,468.49 Notes: *Includes taxes, fees, expenses and all other costs. Prices for PV Preventive Maintenance subject to increase by 3% in subsequent Agreement years. DocuSign Envelope ID: FCFA3B4A-A18A-4863-BE47-D6EE04466CA1 PSA19-820GS City Attorney Approved Version 1/30/13 5 Additional Commercial Solar Service Rate Sheet The following rates represent hourly rates for commercial solar service electricians are subject to increase by 3% in subsequent agreement years: Labor Rates Minimum 4-hour Charge Standard Rate $130.00 $520.00 Over-time Rate $195.00 $780.00 Double-time Rate $260.00 $1,040.00 Notes: • Service truck fee per day applied to all service calls. • Standard Hourly rates apply for Service Work performed between the hours: of 7:00 a.m. and 3:30 p.m. Monday through Friday. • Over-time Hourly rates apply for Service work performed between the hours of 3:30 p.m. and 7:30 p.m. Monday through Friday and Saturday from 7:00 a.m. to 3:30 p.m. • Double-time rates will apply to all hours worked outside of the above referenced time frames and after 3:30 p.m. emergency call outs. • Service hourly rates will include travel time both ways to and from site. DocuSign Envelope ID: FCFA3B4A-A18A-4863-BE47-D6EE04466CA1 PSA19-820GS City Attorney Approved Version 6/12/18 1 AGREEMENT FOR PHOTOVOLTAIC SYSTEM MAINTENANCE & MODULE WASHING SERVICES BAKER ELECTRIC, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2019, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and BAKER ELECTRIC, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in photovoltaic system maintenance & module washing. B. Contractor has the necessary experience in providing professional services and advice related to photovoltaic system maintenance & module washing. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for five (5) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty one thousand twenty-nine dollars and four cents ($21,029.04). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed twenty-eight thousand two hundred dollars ($28,200) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA 8th July PSA19-820GS City Attorney Approved Version 6/12/18 2 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence, DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA PSA19-820GS City Attorney Approved Version 6/12/18 3 recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability (CGL) Insurance. $ Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA PSA19-820GS City Attorney Approved Version 6/12/18 4 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA PSA19-820GS City Attorney Approved Version 6/12/18 5 For City For Contractor Name Charles Balteria Name Dean Betzold Title Program Manager Title Project Manager Department Public Works Address 1298 Pacific Oaks Place City of Carlsbad Escondido, CA 92029 Address 405 Oak Ave Phone No. 760-745-2001 Carlsbad, CA 92008 Email dbetzold@baker-electric.com Phone No. 760-434-2949 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA PSA19-820GS City Attorney Approved Version 6/12/18 6 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA PSA19-820GS City Attorney Approved Version 6/12/18 7 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA PSA19-820GS City Attorney Approved Version 6/12/18 8 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California BAKER ELECTRIC, INC., a California corporation By: By: (sign here) Theodore (Ted) N. Baker / President Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager (print name/title) By: (sign here) Theodore (Ted) N. Baker / Secretary (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA PSA19-820GS City Attorney Approved Version 6/12/18 9 EXHIBIT “A” SCOPE OF SERVICES Contractor to provide all materials, tools, and labor necessary to provide annual photovoltaic (PV) system preventative maintenance and semi-annual PV module washing on city owned PV systems located at: Alga Norte Park located at 6565 Alicante Road, Carlsbad, CA 92009, Pine Avenue Community Center located at, 3209 Harding Street, Carlsbad, CA 92008 and Safety Training Center, located at 2560 Orion Way, Carlsbad, CA 92010. Scope of Work: Annual PV System Preventive Maintenance • Visual inspection of Solar Facility’s general site conditions, PV arrays, electrical equipment, mounting structure, fence, shading, trackers, vegetation, animal damage, erosion, corrosion, and discolored panels. • Visual inspection and correction of Solar Facility for loose electrical connections and ground connections. • String-level open-circuit voltage, DC operating current tests, and I-V curve traces on strings. (Does not apply to Micro Inverters) • Inspect all PV switches and disconnects. Test to ensure they are not jammed. • Infrared scans on all combiner and re-combiner boxes; tighten connections to manufacturer's torque specification; report broken terminal blocks. • Check calibration expiration on sensors and meters, including: pyranometers, anemometers, and tilt sensors, and perform other services such as cleaning and replacement of any desiccant. • Turn off and on logging and communications to ensure they are communicating and ensure battery backups are working. • Inverter preventive maintenance for each inverter per manufacturer’s operating guidelines. • Clean inverter cabinet air vents. • Clean and change inverter air filters, if present, per manufacturer’s warranty requirements. • Clean/remove dust from inverter heat sinks per manufacturer’s warranty requirements. • Check torque marks and re-tightening appropriate wiring connections to design specification torque force per manufacturer’s guidelines. • Inspect roof penetrations to ensure sealant is applied properly and not degrading. (Roof mount only.) • PV array module maintenance for all modules. • Perform infrared scan of 10% of modules for two types of circuitry connections: cells on the front and junction boxes on the back. • Remove any sprouting seeds or vegetation, bird nests, leaves or debris, etc. • Document details of preventive maintenance work, such as condition observations, work performed, meter readings, thermal images, and system testing results. • Include non-conformance reports to identify potential short-term and long-term power production issues. DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA PSA19-820GS City Attorney Approved Version 6/12/18 10 Notes: • Includes dispatch commitment: dispatch resources in response to alarms and alerts/service requests received by the contractor from the city. o Alarm: means loss of one inverter’s production. The dispatch time incurs a fee of $659 per alarm, in addition to the fees in non-covered services schedule, including alarms that require warranty service. Dispatched within two days. o Alert/service request: means noticeable anomaly or loss of power, but inverter in question is still operating. This dispatch time incurs a fee of $359 per alert/service request, in addition to the fees in non-covered services schedule, including alerts/service requests that require warranty service. Dispatched within seven days. • Includes standard manufacturer warranties on any equipment and materials provided by the contractor. Outside of the manufacturer’s provided warranty on the equipment, Contractor to provide a standard 1-year warranty on labor associated with the preventative maintenance. This 1-year warranty protects the City from workmanship related items. The warranty does not cover any type of natural disaster, vandalism or warranty claims resulting from tampering. • Proposal is based on prevailing wage rates. • Work will be performed during normal business hours: 7:00 a.m. and 3:30 p.m. Monday - Friday. • Proposal includes Sales Tax. Semi-Annual Photovoltaic System Module Washing • Contractor will attempt to identify all broken panels before cleaning service is performed. • Cleaning method to include a water rinse, brush agitation with soft bristled brush, and post agitation water rinse considering moderate soil levels with a two-brush stroke removal. Further soiling outside of this scope of work will require additional charges. • A wash report submitted within 5 business days of competition of cleaning containing job notes and photos taken during the cleaning. Alga Norte Park Zero Discharge Module Washing • Contractor will provide all tools, equipment and labor necessary to capture all water runoff used in the process of cleaning the (PV) panels and will prevent the runoff from entering any storm drain. Any violation of City of Carlsbad Storm Drain policies or City ordinances (and applicable violation fees) will be the sole responsibility of the contractor. • City to barricade and/or block of carport stalls prior to module washing activities. Work will not be performed with vehicles present. Notes: • Module washing to be completed during the months of April and November. • Price is based on contractor accessing the carport PV systems via a scissor lift and/or boom lift. • Proposal is based on prevailing wage rates. • Work will be performed during normal business hours: 7:00 a.m. and 3:30 p.m. Monday - Friday. • Proposal includes Sales Tax. DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA PSA19-820GS City Attorney Approved Version 6/12/18 11 Vendor Proposed Cost and Service Chart ITEM NO. UNIT QTY DESCRIPTION PRICE 1 LS 1 Alga Norte Park PV Preventative Maintenance $5,192.21 2 LS 2 Alga Norte Park Zero Discharge Module Washing $3,352.14 3 LS 1 Pine Avenue Community Center PV Preventative Maintenance $2,025.68 4 LS 2 Pine Avenue Community Center PV Module Washing $1,144.52 5 LS 1 Safety Training Center PV Preventative Maintenance $2,655.41 6 LS 2 Safety Training Center Module Washing $1,510.08 7 LS 4 Alarm Dispatch (Budget Estimate) $2,636.00 8 LS 7 Alert/Service Request (Budget Estimate) $2,513.00 TOTAL* $21,029.04 Notes: *Includes taxes, fees, expenses and all other costs. Prices for PV Preventive Maintenance subject to increase by 3% in subsequent Agreement years. Prices for PV Module Washing subject to increase 6% in subsequent Agreement years. Additional Commercial Solar Service Rate Sheet The following rates represent hourly rates for commercial solar service electricians are subject to increase by 3% in subsequent agreement years: Labor Rates Minimum 4-hour Charge Standard Rate $127.00 $508.00 Over-time Rate $190.50 $762.00 Double-time Rate $254.00 $1,016.00 DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA PSA19-820GS City Attorney Approved Version 6/12/18 12 Notes: • Service truck fee per day applied to all service calls. • Standard Hourly rates apply for Service Work performed between the hours: of 7:00 a.m. and 3:30 p.m. Monday through Friday. • Over-time Hourly rates apply for Service work performed between the hours of 3:30 p.m. and 7:30 p.m. Monday through Friday and Saturday from 7:00 a.m. to 3:30 p.m. • Double-time rates will apply to all hours worked outside of the above referenced time frames and after 3:30 p.m. emergency call outs. • Service hourly rates will include travel time both ways to and from site. DocuSign Envelope ID: 2F846547-F6BD-4024-976A-EF4F036900AA INSR ADDLSUBRLTRINSRWVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Old Republic Insurance Company Lexington Insurance Company Admiral Insurance Company Mercer Insurance Company Berkley Assurance Company 2/27/2020 Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC PO Box 85638 San Diego, CA 92186 constructioncerts@marshmma.com Baker Electric, Inc. NB Baker Electric, Inc. 1298 Pacific Oaks Place Escondido, CA 92029 24147 19437 24856 14478 39462 A X X X X X MWZY31255420 03/01/2020 03/01/2021 1,000,000 500,000 10,000 1,000,000 2,000,000 2,000,000 A X X X X X MWTB31255320 03/01/2020 03/01/2021 1,000,000 B X X X 10000 016123226 03/01/2020 03/01/2021 10,000,000 10,000,000 A N X MWC3125520 03/01/2020 03/01/2021 X 1,000,000 1,000,000 1,000,000 E Professional Pollution Liab PCADB50110640320 03/01/2020 03/01/2021 Each Claim $5,000,000 Aggregate $5,000,000 ** Excess Liability Information ** C BEX0960355101 Eff Date: 03/01/2020 Exp Date: 03/01/2021 Excess Liability Each Occ Limit: $10,000,000 Excess Liability Aggregate Limit: $10,000,000 (See Attached Descriptions) City of Carlsbad/CMWD 1635 Faraday Ave. Carlsbad, CA 92008 1 of 2 #S4709728/M4705393 BAKERELECTClient#: 584784 WSGCL 1 of 2 #S4709728/M4705393 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) D 27307565 Eff Date: 03/01/2020 Exp Date: 03/01/2021 Excess Liability Each Occ Limit: $5,000,000 Excess Liability Aggregate Limit: $5,000,000 Re: Agreement #PSA19-820GS, Photovoltaic System Maintenance & Module Washing.City of Carlsbad is included as Additional Insured, waiver of subrogation applies. Umbrella/Excess Liability follow form applies. 2 of 2 #S4709728/M4705393 POLICY NUMBER: COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. MWTB 312553 19 Baker Electric Inc. 03/01/2019 - 03/01/2020 INSURED: POLICY #: POLICY PERIOD: TO:MWTB31255320 03/01/2021 Baker Electric, Inc. Baker Electric, Inc. 03/01/2020 03/01/2020 POLICY NUMBER: COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision 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. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II – Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I – Covered Autos Coverages of the Auto Dealers Coverage Form. MWTB 312553 19 Baker Electric Inc. 03/01/2019 - 03/01/2020 INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric, Inc. Baker Electric, Inc. MWTB31255320 03/01/2020 03/01/2020 03/01/2021 &200(5&,$/*(1(5$//,$%,/,7< &* 7+,6(1'256(0(17&+$1*(67+(32/,&<3/($6(5($',7&$5()8//< &* ,QVXUDQFH6HUYLFHV2IILFH,QF 3DJH RI 35,0$5<$1'121&2175,%8725<±27+(5,1685$1&(&21',7,21 7KLVHQGRUVHPHQWPRGLILHVLQVXUDQFHSURYLGHGXQGHUWKHIROORZLQJ &200(5&,$/*(1(5$//,$%,/,7< &29(5$*(3$57 /,4825/,$%,/,7<&29(5$*(3$57 352'8&76&203/(7('23(5$7,216/,$%,/,7<&29(5$*(3$57 7KH IROORZLQJ LV DGGHG WR WKH 2WKHU ,QVXUDQFH &RQGLWLRQ DQG VXSHUVHGHV DQ\ SURYLVLRQ WR WKH FRQWUDU\ 3ULPDU\$QG1RQFRQWULEXWRU\,QVXUDQFH 7KLV LQVXUDQFH LV SULPDU\ WR DQG ZLOO QRW VHHN FRQWULEXWLRQIURPDQ\RWKHULQVXUDQFHDYDLODEOHWR DQ DGGLWLRQDO LQVXUHG XQGHU \RXU SROLF\ SURYLGHG WKDW 7KHDGGLWLRQDOLQVXUHGLVD1DPHG,QVXUHG XQGHUVXFKRWKHULQVXUDQFHDQG <RXKDYHDJUHHGLQZULWLQJLQDFRQWUDFWRU DJUHHPHQW WKDW WKLV LQVXUDQFH ZRXOG EH SULPDU\ DQG ZRXOG QRW VHHN FRQWULEXWLRQ IURP DQ\ RWKHU LQVXUDQFH DYDLODEOH WR WKH DGGLWLRQDOLQVXUHG INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric, Inc. 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MWZY31255420 03/01/2020 03/01/2021 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I – Coverage A, and for all medical expenses caused by accidents under Section I – Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1.A separate Designated Construction Project General Aggregate Limit applies to each des- ignated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2.The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, ex- cept damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medi- cal expenses under Coverage C regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 3.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Con- struction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Ag- gregate Limit shown in the Declarations nor shall they reduce any other Designated Con- struction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4.The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Decla- rations, such limits will be subject to the appli- cable Designated Construction Project Gen- eral Aggregate Limit. MWZY 312554 19 Baker Electric Inc. 03/01/2019 - 03/01/2020 INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric, Inc. MWZY31255420 03/01/2020 03/01/2021 Page 2 of 2 © Insurance Services Office, Inc., 2008 CG 25 03 05 09 B. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I – Coverage A, and for all medical expenses caused by accidents under Section I – Coverage C, which cannot be at- tributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Desig- nated Construction Project General Aggre-gate Limit. C. When coverage for liability arising out of the "products-completed operations hazard" is pro- vided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-completed Operations Ag- gregate Limit, and not reduce the General Ag- gregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contract-ing parties deviate from plans, blueprints, de- signs, specifications or timetables, the project will still be deemed to be the same construction pro-ject. E. The provisions of Section III – Limits Of Insur-ance not otherwise modified by this endorsement shall continue to apply as stipulated. MWZY 312554 19 Baker Electric Inc. 03/01/2019 - 03/01/2020 INSURED: POLICY #: POLICY PERIOD: TO: INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric, Inc. MWC3125520 03/01/2020 03/01/2021 INSURED: POLICY #: POLICY PERIOD: TO: Baker Electric, Inc. MWTB31255320 03/01/2020 03/01/2021