HomeMy WebLinkAboutAlternative Energy Systems Consulting Inc; 2014-12-29; PEM1161PEM1161
AGREEMENT FOR FIRE STATION NO. 3 PHOTOVOLTAIC FEASIBILITY STUDY
ALTERNATIVE ENERGY SYSTEMS CONSULTING, INC. (AESC)
AGREEMENT is made and entered into as of the X-.^ 9" day of
' \A/^ IQ^by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and ALTERNATIVE ENERGY SYSTEMS CONSULTING, INC. (AESC), a
California corporation, ("Contractor").
RECITALS
A. City requires the professional sen/ices of an engineering consulting firm that is
experienced in evaluating the feasibility of installing photovoltaic energy generation systems.
B. Contractor has the necessary experience in providing professional services and
advice related to the siting, design and financing of photovoltaic energy generation systems.
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 sen/ices (the
"Sen/ices") 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 Sen/ices, 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 one (1) additional one (1)
year period or parts thereof in an amount not to exceed ten thousand dollars ($10,000) per
Agreement year. 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 writteri
amendment indicating the effective date and length ofthe extended Agreement.
4. TIME IS OF THE ESSENCE
Time is ofthe essence for each and every provision ofthis Agreement.
5. COMPENSATION
The total fee payable for the Sen/ices to be performed during the initial Agreement term will be
nine thousand dollars ($9,000). No other compensation for the Services will be allowed except for
items covered by subsequent amendments to this Agreement. The City resen/es the right to
withhold a ten percent (10%) retention until City has accepted the work and/or Sen/ices specified
in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
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6. STATUS OF CONTRACTOR
Contractor will perform the Sen/ices 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 sen/ices 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.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Sen/ices without prior written approval of City.
If Contractor subcontracts any of the Sen/ices, 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 ofthis Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Sen/ices.
9. 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 sun/ive the expiration or early termination ofthis Agreement.
10. 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 ofCalifornia. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VII". OR with a surplus
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line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating
in the latest Best's Key Rating Guide of at least "A:X".
10.1 Coveraqes and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless 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 ofthe
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.
10.1.1 Commercial General Liabilitv Insurance. $1.000.000 combined single-limit
per occurrence for bodily injury, personal injury and property damage. If the submitted policies
contain aggregate limits, general aggregate limits will apply separately to the work under this
Agreement or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liabilitv. (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.
10.1.3 Workers' Compensation and Emplover's Liabilitv. 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.
10.1.4 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.
iicr I I If box is checked. Professional Liability
City's Initials Contractor's Initials Insurance requirement is waived.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 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 ofthis Agreement.
10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor wiil furnish certificates of insurance and endorsements to City.
10.4 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
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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.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete
and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carisbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearfy 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 underthis Agreement.
13. 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.
14. 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.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For Citv For Contractor
Name Patrick McGarry Name Ronald K. Ishii
Title Municipal Projects Manager Title Principal / Chairman
Department PW Property Division Address 5927 Balfour Court, Suite 213
City of Carfsbad Carfsbad, CA 92008
Address 1635 FaradayAvenue PhoneNo. 760 931 2641
Carfsbad, CA 92008 Email rishii@aesc-inc.com
PhoneNo. 760 602 2739
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.
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16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
17. 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 Sen/ices 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 sen/ices
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 sen/ices are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
IS- DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Sen/ices the following procedure will
be used to resolve any questions of fact or interpretation not othenwise 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 fonwarded 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 resolufion within ten (10) business days. Ifthe resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be fonwarded 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.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Sen/ices, 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
notificafion of terminafion. 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 ofthe percentage ofwork
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 ofthe 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.
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21. 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 resulfing from, the award or making ofthis 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 othenwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or confingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part ofthe Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with lifigation. 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.
23. JURISDICTIONS 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 jurisdicfion 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.
24. 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 or 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.
25. 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 wrifing signed by both parties.
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26. AUTHORITY
The individuals execufing 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 ofthis Agreement.
CONTRACTOR
ALTERNATIVE ENERGY SYSTEMS
CONSULTING, INC., a Califomia
corporation
By:
Raymond A. Pusfinger/ President & CEO
(print name/tifie)
CITY OF CARLSBAD, a municipal
corporation ofthe State of California
By:
€ity-Monager or MayofT)F Division Director
as authorized by the City Manager
Patrick Thomas
(sign here)
Ronald K. Ishii / Chairman & CFO
(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
Chairman,
President, or
Vice-President
Group B
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 corporafion.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY:
Assistant City Atfor>iey
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energy solutions for a changing world
Patrick McGarry, CCM Exhibit "A"
Civic Projects Manager
City of Carlsbad
405 Oak Avenue
Carlsbad, CA 92008
Subject: Proposal for the City of Carlsbad Photovoltaic Fire Station #3 Feasibility Study
Mr. McGarry,
Thank you for the opportunity to provide this letter proposal for the subject project. Our
understanding is that the City of Carlsbad is seeking technical assistance to study the
feasibility of a photovoltaic (PV) system for the Carlsbad Fire Station #3 facility. The
following tasks describe our proposed approach.
Approach
Task 1 - Data Collection
AESC will first contact the City of Carlsbad and request drawings, load data, historical
electrical bills and other available information for the site. An AESC engineer will then visit
each site and collect information to be used in the study. The type of information will
include but not limited to: available space, mounting surface pitch and orientation, shade
impacts, available electric circuit voltage and electrical service. The AESC engineer will
collect the field data in the form of images, use of a shade impact instrument, sketches and
hand written notes.
Task 2 - Analysis
Once data collection is completed, AESC will develop conceptual PV designs for the facility.
The conceptual designs will include module count, inverter, transformer (if required) and
proposed interconnection location. The performance of each conceptual design will be
determined by using the California Solar Initiative (CSI) Incentive Calculator. The CSI
Incentive Calculator provides estimated PV system energy output and CSI incentive, based
on specific qualified PV modules and inverter equipment. The CSI Incentive Calculator
^ 5 5927 Balfour Court, Suite 213 . 1800 Sutter Street, Suite 375 g 1 Soutti Fair Oaks Airenue. Suite 200 - • ^
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z- z. Telephone;740.931,2641 zTelephme: 925,691.1660 5 Telephone 626,483.6834 2 Telefrfione: 858 560.7182
• 8 FAX: 760,438.5020 S FAX: 925,6911078 a FAX: 626,792.9516 S FAX: 858,560.7185 www.aesc-inc.com
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energy solulions for a changing world
utilizes the National Renewable Energy Laboratory's PV Watts performance model
algorithm.
In addition to the performance estimate, AESC will also develop an estimate of total
installed costs by analyzing the CSI public database and recent experience from the ANCP
project. The CSI database contains installed costs for all systems installed in California that
received a CSI incentive. This data provides realistic PV system installed cost statistics for
mono-crystal, multi-crystal and amorphous modules installed on a variety of roofs and
standalone in multiple configurations.
AESC will also perform an economic analysis under a number of financing scenarios:
municipal capital funding, lease agreement, power purchase agreement and other financing
strategies recommended by the City. AESC will analyze the annual costs and benefits (grid
electric savings, net energy metering and avoided GHG emissions) through the expected
useful life of the system. Estimated PV system degradation and maintenance costs will be
included in the analysis.
Task 3 - Report Development
Using the results developed in Task 2, AESC will develop a report describing the study,
results and recommendations. The organization, content and format will be developed
with City input. A sample report outline is listed below.
I. Executive Summary
II. Site Descriptions
III. Conceptual Designs
IV. Performance Analysis
V. Cost Analysis
VI. Economic Analysis
VII. Study Findings & Recommendations
A presentation will be developed and delivered to City managers and/or City Council
members summarizing the study, approach and results.
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energv solutions for a changing world
Cost and Schedule
AESC proposes a fixed price for the effort of $9,000. The study report will be delivered to
the City of Carlsbad six weeks from project start date.
Qualifications
The effort will be led by Mr. Ron Ishii, P.E. Mr. Ishii is a Principal Engineer and has over 30
years of technical and management experience in the energy industry. He provides
consulting services in distributed generation, industrial energy efficiency and intelligent
system technologies to utilities, energy service providers, government agencies and end-
users. Mr. Ishii is the architect of the CSI Incentive Calculator and has performed numerous
self-generation feasibility studies. Mr. Ishii earned his Bachelor of Science degree in
Mechanical Engineering from San Diego State University in 1981. He is a licensed
Professional Mechanical Engineer in the State of California, a Certified Cogeneration
Professional and a Distributed Generation Certified Professional. He previously served as
the 1997 Chair ofthe CADER Technology Committee, the National Fuel Cell Research
Center Technical Advisory Committee and the California Manufacturing Technology
Consulting board of directors. He is currently a member of the California Energy
Commission's "Energy Innovations Small Grant" Program Technical Review Board.
Mr. Brandon Henzie, P.E., will assist Mr. Ishii. Mr. Henzie is a Staff Engineer for Alternative
Energy Systems Consulting. He joined AESC in August 2009 to provide support for the
Southern California Edison administered Statewide Customized Offering,
Retrocommissioning, Self-Generation Incentive, and California Solar Initiative programs.
Mr. Henzie provided the analysis for the Carlsbad ANCP PV project feasibility study. Mr.
Henzie received his Bachelor's Degree in Chemical Engineering from the University of
California, San Diego. He is a licensed Professional Engineer in the state of California, and a
member of the Association of Energy Engineers.
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We look forward to working with you on this project. Please let me know if you have any
questions regarding our proposal
Regards,
Ronald K. Ishii, P.E.
Principal Engineer