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HomeMy WebLinkAboutGreen Facility Cleaning LLC; 2020-11-16; PSA21-1290FACPSA21-1290FAC City Attorney Approved Version 6/12/18 1 AGREEMENT FOR ANNUAL SOLAR PANEL CLEANING SERVICES GREEN FACILITY CLEANING, LLC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and GREEN FACILITY CLEANING, LLC, a California limited liability company, ("Contractor”). RECITALS City requires the professional services of a solar panel cleaning consultant that is experienced in solar panel cleaning. Contractor has the necessary experience in providing these professional services, 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 Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional two (2) 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. 3. COMPENSATION The total fee payable for the Services to be performed will for the term of the agreement shall not exceed seven thousand seventy dollars ($7,070). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. 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. DocuSign Envelope ID: 3C9BE525-EAE9-4C2A-807F-81CBAE0183E1 16thNovember PSA21-1290FAC City Attorney Approved Version 6/12/18 2 5. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 6. 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 attorneys fees arising out of the performance of the work described herein caused by any negligence, 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. 7. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. /// /// /// /// /// /// /// DocuSign Envelope ID: 3C9BE525-EAE9-4C2A-807F-81CBAE0183E1 PSA21-1290FAC City Attorney Approved Version 6/12/18 3 8. 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. For City For Contractor Name Charles Balteria Name Larry Glenn Title Program Manager Title Project Manager Department Public Works Address PO Box 421 City of Carlsbad Nuevo, CA 92567 Address 405 Oak Ave. Phone No. 951-259-9137 Carlsbad, CA 92008 Email lglenn@greenfacilitycleaning.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. 9. 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 ☒ 10. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 11. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 12. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 13. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. DocuSign Envelope ID: 3C9BE525-EAE9-4C2A-807F-81CBAE0183E1 PSA21-1290FAC City Attorney Approved Version 6/12/18 4 14. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 15. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 3C9BE525-EAE9-4C2A-807F-81CBAE0183E1 PSA21-1290FAC City Attorney Approved Version 6/12/18 5 16. 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 GREEN FACILITY CLEANING, LLC, a California limited liability company CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Lawrence Richard Glenn, Jr., Manager & Member (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, 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: Assistant City Attorney DocuSign Envelope ID: 3C9BE525-EAE9-4C2A-807F-81CBAE0183E1 PSA21-1290FAC City Attorney Approved Version 6/12/18 6 EXHIBIT “A” SCOPE OF SERVICES Contractor to provide all materials, tools, and labor necessary to provide annual solar panel cleaning services at City owned photovoltaic (PV) systems located at: Alga Norte Park at 6565 Alicante Road, Carlsbad, CA 92009, Pine Avenue Park at 3209 Harding Street, Carlsbad, CA 92008 and the Safety Training Center at 5750 Orion Way, Carlsbad, CA 92010. Work to include a soft scrub clean and rinse of all glass surfaces on all solar panels at each location. Annual cleanings to take place during the first week of September or as approved by the Contract Administrator. APPROVED CLEANING MATERIALS: Water solution will consist of deionized filtered water only - no solvents or detergents. Green Facility Cleaning, LLC will use manufacturer approved cleaning equipment while cleaning the solar panels. High-pressure water and dry scrubbing is not permitted at any time. FILTERED WATER/DEIONIZED ONLY: Green Facility Cleaning, LLC will utilize City potable water to create deionized water on site for solar panel cleaning services. The City provided potable water must be available on site within 500 feet of service area. WATER CAPTURE: Green Facility Cleaning, LLC will capture all water runoff used in the process of cleaning the solar panels and will prevent all runoff from entering any storm drain. Green Facility Cleaning, LLC will provide all necessary equipment and labor necessary to capture all runoff from the services provided. Any violation of City of Carlsbad Storm Drain policies or City ordinances (and applicable violation fees) will be the sole responsibility of Green Facility Cleaning, LLC. REPORTING: Any damaged panels at a service location will be reported by Green Facility Cleaning, LLC via a Panel Washing Map Report, and delivered via Dropbox or email to the Contact Administrator. Green Facility Cleaning, LLC will provide before and after pictures of work performed and will report any abnormal conditions that may be interfering with PV production on the Panel Washing Map Report. Green Facility Cleaning, LLC will visually inspect all visible wires, connectors, ground wires, panel bracketing and PV structure, and will report any identified abnormalities on the Panel Washing Map Report after each service. /// /// /// /// /// /// DocuSign Envelope ID: 3C9BE525-EAE9-4C2A-807F-81CBAE0183E1 PSA21-1290FAC City Attorney Approved Version 6/12/18 7 ITEM NO. UNIT ANNUAL QTY DESCRIPTION PRICE PER YEAR 1 LS 1 Annual Alga Norte Park Solar Panel Cleaning $2,045.00 2 LS 1 Annual Pine Avenue Park Solar Panel Cleaning $745.00 3 LS 1 Annual Safety Training Center Solar Panel Cleaning $745.00 Total $3,535 Total Not-To-Exceed 2-Year Term Amount $7,070 DocuSign Envelope ID: 3C9BE525-EAE9-4C2A-807F-81CBAE0183E1 11/10/2020 Enterprise Insurance Services 1801 S La Cienega Blvd., Suite 201 Los Angeles, CA 90035 License #: 0G80275 Jeremy Bekhor (813)448-9222 (310)382-2196 team@weservice.insure 00022018-0 12 Green Facility Cleaning, LLC DBA Green Facility Cleaning P.O. Box 421 Nuevo, CA 92567 Scottsdale Insurance Company 41297 A RBS0028240 07/30/2020 07/30/2021X X X 1,000,000 50,000 5,000 1,000,000 2,000,000 2,000,000 Scottsdale Insurance Company 41297 A XLS0106758 07/30/2020 07/30/2021X X 4,000,000 4,000,000 10 DAY NOTICE OF CANCELLATION FOR NON-PAY, 30 DAY ALL OTHER The City of Carlsbad NAMED AS ADDITIONAL INSURED FOR GENERAL LIABILITY PER ATTACHED BLANKET ENDORSEMENT FORM #SDS-6 (1-19) WITH PRIMARY WORDING AND WAIVER OF SUBROGATION. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 (JAB) Printed by JAB on November 10, 2020 at 12:20PM ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD 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) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIREDNON-OWNED PROPERTY DAMAGE $AUTOS ONLY 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 INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A(Mandatory in NH) 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 PERIODINDICATED. 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 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) CERTIFICATE OF LIABILITY INSURANCE