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HomeMy WebLinkAbout507242 CUSTOM SOLAR LLC - CONTRACT - RFP - 8292 PHOTO VOLTAIC SOLAR FOR UTILITIES ADMINISTRATServices Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 1 of 39 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and CUSTOM SOLAR LLC, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of twenty-four (24) pages and incorporated herein by this reference. Irrespective of references in Exhibit “A” to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated July 25, 2016, following execution of this Agreement. Services shall be completed no later than October 31, 2016. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. Liquidated damages will be assessed as follows: a. Completion and Final Acceptance. One Hundred and Fifty Dollars ($150) for each calendar day of fraction thereof after the October 31, 2016 deadline for Final Payment and Acceptance until the Work is ready for Final Payment and Acceptance. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 2 of 39 Service Provider: City: Copy to: Custom Solar LLC Attn: Willie Mein 2840 Wilderness Place, Ste F Boulder, CO 80301 City of Fort Collins Attn: Stu Reeve PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, Two Hundred Seventeen Thousand Dollars ($217,000) as per the attached Exhibit "B", consisting of one (1) page, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit “A”, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 3 of 39 services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, in accordance with the warranties stated in Exhibit A, Scope of Services and Specifications. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 4 of 39 b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit “C”, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 5 of 39 Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. 20. Performance and Payment Bonds. Service Provider shall obtain 100% Performance and Payment Bonds, in accordance with Exhibits “E” and “F”, each consisting of two (2) pages, attached hereto and incorporated herein. Performance and Payment Bonds shall be submitted concurrent with execution of the Agreement. 21. Lien Waiver Release and Consent of Surety. Upon successful completion of the services and before final payment, the Lien Waiver Release and Consent of Surety forms shall be completed, in accordance with Exhibits “G” and “H”, consisting of two (2) and one (1) page(s) respectively, attached hereto and incorporated herein. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 6 of 39 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: City Clerk APPROVED AS TO FORM: Senior Assistant City Attorney CUSTOM SOLAR LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Manager Willie Mein 8/4/2016 No new insurance required 8/8/2016 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 7 of 39 EXHIBIT A SCOPE OF WORK & SPECIFICATIONS Technical Approach and Product/Technology Description The system detailed below will comply with all of the current RFP and contract specifications. System Design Custom Solar has designed the system utilizing all American made components in a high density southern facing format. . The system has been designed as a turnkey installation including permits, utility interconnections material procurement and installation. Custom Solar will work the City of Fort Collins to determine the best design to fit the building. Custom Solar will work with the team to set up the proper networking to establish good data monitoring communications and will train City staff at the end of the project. Staff training will include hazard identification, system shut down procedures, identification of performance issues and monitoring portal access. An O&M manual will be left onsite for City staff use as well as for the maintenance team. Custom Solar will work the City of Fort Collins team to determine the best design to fit the building and will work with the team to make sure all roofing warranties are maintained within the scope of the proposal. Custom Solar will work with the City to schedule onsite work and coordinate efforts requiring assistance of IT staff such as IT setup for proper networking to establish good data monitoring communications. Additionally Custom Solar will train staff at the end of the project on system operation and data monitoring viewing. The system has been designed to 103.9kW-dc to meet the requested size of 100kW. The proposed system will be installed as to provide the best solar access to the panels while maintaining appropriate clearances between mechanical equipment and roof edges to maintain space for maintenance personnel and provide paths for fire access. The PV system is designed to sit 4' from the parapet walls and has a 4' fire access down the center of the building. The proposed roof layout is below. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 8 of 39 The system has been designed using (301) American made SolarWorld 345W solar panels to make up a 103.9kW-dc system. The panels will be paired with (3) Solectria Transformerless Inverters for an AC system rating of 100kW with a favorable 1.03 DC/AC ratio. The inverters have been proposed to be installed on the roof of the building so as to comply with the NEC rapid shutdown requirements and simplify maintenance requirements. Installing the inverters on the roof will reserve space in the mechanical yard for future facility upgrade. The rough electrical layout has been provided below in the form of a basic one-line diagram. Custom Solar has observed the existing 3” conduit from the roof to the Mechanical yard and the existing 150A breaker for the PV system. Custom Solar plans on pulling wire from the roof to the electrical room and installing all of the necessary disconnects and meters required at ground level per NEC code and Utility requirements. Technology Overview The products used for this project have proven themselves to be very reliable. The project uses standard monocrystalline panels which have a proven track record and have been install for decades. While the technology is nothing new, the products have greatly improved in both performance and quality. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 9 of 39 Additionally due to the minimal shading concerns seen with the site Custom Solar has chosen to install 3 centralized inverters to reduce the risk of failures seen with DC optimizers and Micro inverter products seen within the last decade. The centralized inverters operate at up to 1000V both decreasing voltage drop along the strings and increasing the efficiency and performance of the inverters. Additionally the inverters used can be mounted in interior locations or exterior next to the PV arrays to meet rapid shutdown requirements if necessary. Either option is available based on the current pricing. PV Modules The PV modules used in this project are manufactured by SolarWorld an American Tier 1 manufacture. The model of the panels is a SW 345 XL Mono which is guaranteed to have a power output of 0 to +5W over the labeled power rating upon delivery. The PV modules are manufactured with monocrystalline cells and do not use toxic Cadmium. The panels have been designed for wind and snow loads up to 178 psf. Spec sheets are attached in the "Supplementary Equipment Documentation". The PV modules performance will be verified during the construction of the system by testing string voltages and comparing the system output to the expected output. Each string will be tested for insulation resistance, short circuit current, open circuit voltage and ground continuity. Inverters The inverters used in this system are the Solectria 3-Phase Transformerless String Inverters. The max efficiency of the inverter is 98.6%-98.4% depending on the inverter size. The data sheets can be found in the "Supplementary Equipment Documentation". Custom Solar has been using the Solectria products since 2008 and has experienced high reliability with the product. The inverter can be ballast mounted near the PV panels if required to meet rapid shutdown requirements. The Solectria inverters are Smart Grid ready with many different variables able to be adjusted through modbus communications with the addition of a SCADA system. Some but not all of the available controls include: Inverter shutdown, Power limiting, Reactive Power, Power Factor, frequency control, etc. Manufacture documentation has been included in the appendix detailing the additional features. Rooftop Mounting Systems The ballasted mounting system to be used for the installation of the PV array is the American made Polar Bear III racking system manufactured by Panel Claw for commercial roofing systems. The racking system is a fully ballasted design that requires no roof penetrations to eliminate modifications required to the existing roof membrane. The product comes with an optional (included) Rubber roof pad that connects to the base of the racking to serve as the contact point for the roof. This rubber roof pad serves as the single contact point on the roof and protects the roof from expansion/contraction and vibration damage. This system has been tested for wind speeds up to 150 mph and will meet the local wind and snow load requirements. The systems design weight will fall below the maximum 10 psf roof load allowed per building specs. The racking design allows for wiring to be cleanly ran between rows without wiring running through free air. System Performance and Monitoring DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 10 of 39 Performance Estimation The systems first year total energy production estimate is shown in the table below. The system is expected to produce 137,974 in the first year of service given past weather data for the area. The annual system degradation is expected to be no more than 3% in the first year and 0.7% for every year following. The production estimates have been generated using NREL's PVwatts calculator with site specific and equipment specific data. Performance Verification & Monitoring  The Egauge monitoring system will record the power and energy produced by the system. In addition to this, we have included a weather station to record irradiance and panel temperature. Additional weather sensors can be added upon request if desired. The weather station allows for a modeled system output to be displayed on the Egauge portal which can be used to compare actual production to the modeled production. System alarms can be programmed to notify the City if production greatly differs from modeled production.  Egauge has reviewed the inverters planned for this site and believe they will be able to read and send out inverter fault code errors over their system. They have built this functionality into their monitoring system for several other inverter manufactures on the market and welcome the opportunity to do the same for this system.  The Egauge web based portal is available for the life of the Egauge unit.  An example of the Egauge with weather data can be found here: http://proto2.egaug.es/5750C/ System Maintenance and Support Custom Solar has a team of 3 people dedicated to technical/customer support. This staff responds to both commercial and residential customer support issues. Our staff reviews all installed systems monthly to ensure all systems are operational. Additionally systems are setup to alert staff in the event of system issues. System availability on all system monitored has been DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 11 of 39 historically above 98%. Issues related to Custom Solar's standard workman warranty are covered by Custom Solar including assistance in claiming manufacture warranties. Custom Solar will handle all O&M if the system is pursued under the terms of a PPA for the full term of the PPA. Under the terms of a PPA it is in Custom Solar’s best interest to respond to and repair all system alerts/issues promptly to insure the system is operating at full capacity and generating a return on the investment. Custom Solar responds to all down systems within 24 hours of an issue being reported by a monitoring system or customer. Phone response hours are limited to 8 am to 5 pm Monday through Friday with emails monitored through the weekends. Depending on the severity of the issue Custom Solar can deploy staff on the weekends to resolve and issue. Warranty and Service Information Custom Solar warrants the system workmanship for 10 years from the original install date and provides assistance in obtaining manufacture warranties for the life of the system. Data sheets and warranties included for all equipment in the Appendix SolarWorld (Panels) Warranty • 10 Year Workmanship Warranty • 25 Year Linear Production Warranty • Degradation: First year actual output power will be no less than 97% of labeled power output. From year 2 to year 25, the actual annual power decline will be no more than 0.7 %. By the end of year 25, the actual power output will be no less than 80.2 % of the labeled power output. Solectria (Inverter) Warranty • 10 Year Warranty Standard Panel Claw - Polar Bear III (Racking) Warranty • 25 Year Warranty Roof Warranty Costs Custom Solar has included the installation of Panel Claw roof pads to maintain the warranty and integrity of the roofing surface. Firestone Building Products, the manufacturer and warranty holder of the roof, requires racking pads to be installed in place of any TPO slip sheets. The roofing pads can be substituted at no cost for TPO slip sheets (non-adhered) to provide the barrier between the racking and roof membrane. Custom Solar has included time for working with the roofer/Firestone roofing manufacture to make sure all warranties are maintained. Custom Solar has reviewed the Firestone warranty procedures/documents for installing PV. Custom Solar has set aside $750 for the Post Warranty inspection required by Firestone and will submit all applicable installation details to them prior to installing the system to confirm compliance. Custom Solar has covered all associated roof warranty cost in the price of the bid to cover Firestone’s process. Firestone requires several pieces of information regarding the details of the installation which Custom Solar will provide directly to them. Additionally they require the City to sign an Overburden Waiver which is standard on commercial projects to protect them from the cost of removing/reinstalling the system in the case of roof warranty issue. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 12 of 39 Purchase Cost The system as designed is a 103.85kW-dc system designed utilizing all American made products. The system will be ballasted mounted to the roof with no penetrations and interconnected to the buildings electrical service. Turn Key Purchase Price: $217,000 • Pricing Includes Performance Bonding • Pricing Excludes City, County or State Taxes (These should not apply) • Pricing does not take into account 30% Federal Income Tax Credit • Expected Total kWh Output in the 1st year is 137,974 kWh • Pricing includes Egauge monitoring system in place of Solren View system DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 13 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 14 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 15 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 16 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 17 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 18 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 19 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 20 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 21 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 22 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 23 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 24 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 25 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 26 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 27 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 28 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 29 of 39 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 30 of 39 EXHIBIT B COMPENSATION DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 31 of 39 EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 32 of 39 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 33 of 39 EXHIBIT E PERFORMANCE BOND Bond No. KNOW ALL MEN BY THESE PRESENTS: that Custom Solar LLC 2840 Wilderness Place, Suite F, Boulder, CO 80301 (an Individual), (a Partnership), (a Corporation), hereinafter referred to as the "Principal" and (Firm) (Address) hereinafter referred to as "the Surety", are held and firmly bound unto City of Fort Collins, 300 Laporte Ave, Fort Collins, Colorado 80522 a (Municipal Corporation) hereinafter referred to as the "OWNER", in the penal sum of Two Hundred Seventeen Thousand Dollars ($217,000) in lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, successors and assigns, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION are such that whereas the Principal entered into a certain Agreement with the OWNER, dated the 23rd day of June, 2016, a copy of which is hereto attached and made a part hereof for the performance of The City of Fort Collins project, 8292 Photo Voltaic Solar for Utilities Administration Building. NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties, all the undertakings, covenants, terms, conditions and agreements of said Agreement during the original term thereof, and any extensions thereof which may be granted by the OWNER, with or without Notice to the Surety and during the life of the guaranty period, and if the Principal shall satisfy all claims and demands incurred under such Agreement, and shall fully indemnify and save harmless the OWNER from all cost and damages which it may suffer by reason of failure to do so, and shall reimburse and repay the OWNER all outlay and expense which the OWNER may incur in making good any default then this obligation shall be void; otherwise to remain in full force and effect. PROVIDED, FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or to the Work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligation on this bond; and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the Work or to the Specifications. PROVIDED, FURTHER, that no final settlement between the OWNER and the CONTRACTOR shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied. PROVIDED, FURTHER, that the Surety Company must be authorized to transact business in the State of Colorado and be acceptable to the OWNER. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 34 of 39 IN WITNESS WHEREOF, this instrument is executed in three (3) counterparts, each one of which shall be deemed an original, this __ day of _________, 20__. IN PRESENCE OF: Principal ______________________________ ________________________________________ ______________________________ ________________________________________ (Title) ________________________________________ (Address) (Corporate Seal) IN PRESENCE OF: Other Partners _____________________________ By:_____________________________________ _____________________________ By:_____________________________________ IN PRESENCE OF: Surety _____________________________ By:_____________________________________ _____________________________ By:_____________________________________ (Address) (Surety Seal) NOTE: Date of Bond must not be prior to date of Agreement. If CONTRACTOR is Partnership, all partners should execute Bond. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 35 of 39 EXHIBIT F PAYMENT BOND Bond No. KNOW ALL MEN BY THESE PRESENTS: that Custom Solar LLC 2840 Wilderness Place, Suite F, Boulder, CO 80301 (an Individual), (a Partnership), (a Corporation), hereinafter referred to as the "Principal" and (Firm) (Address) hereinafter referred to as "the Surety", are held and firmly bound unto City of Fort Collins, 300 Laporte Ave, Fort Collins, Colorado 80522 a (Municipal Corporation) hereinafter referred to as the "OWNER", in the penal sum of Two Hundred Seventeen Thousand Dollars ($217,000) in lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, successors and assigns, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION are such that whereas the Principal entered into a certain Agreement with the OWNER, dated the 23rd day of June, 2016, a copy of which is hereto attached and made a part hereof for the performance of The City of Fort Collins project, 8292 Photo Voltaic Solar for Utilities Administration Building. NOW, THEREFORE, if the Principal shall make payment to all persons, firms, subcontractors, and corporations furnishing materials for or performing labor in the prosecution of the Work provided for in such Agreement and any authorized extension or modification thereof, including all amounts due for materials, lubricants, repairs on machinery, equipment and tools, consumed, rented or used in connection with the construction of such Work, and all insurance premiums on said Work, and for all labor, performed in such Work whether by subcontractor or otherwise, then this obligation shall be void; otherwise to remain in full force and effect. PROVIDED, FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or to the Work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligation on this bond; and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the Work or to the Specifications. PROVIDED, FURTHER, that no final settlement between the OWNER and the CONTRACTOR shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied. PROVIDED, FURTHER, that the Surety Company must be authorized to transact business in the State of Colorado and be acceptable to the OWNER. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 36 of 39 IN WITNESS WHEREOF, this instrument is executed in three (3) counterparts, each one of which shall be deemed an original, this __ day of , 20__. IN PRESENCE OF: Principal ______________________________ By:___________________________________ ______________________________ ______________________________________ (Title) ______________________________________ (Address) (Corporate Seal) IN PRESENCE OF: Other Partners ______________________________ ______________________________________ ______________________________ ______________________________________ IN PRESENCE OF: Surety ______________________________ By:___________________________________ ______________________________ By:___________________________________ (Address) (Surety Seal) NOTE: Date of Bond must not be prior to date of Agreement. If CONTRACTOR is Partnership, all partners should execute Bond. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 37 of 39 EXHIBIT G LIEN WAIVER RELEASE (CONTRACTOR) TO: City of Fort Collins, Colorado (OWNER) FROM: Custom Solar LLC (CONTRACTOR) PROJECT: 8292 Photo Voltaic Solar for Utilities Administration Building 1. The CONTRACTOR acknowledges having received payment, except retainage from the OWNER for all work, labor, skill and material furnished, delivered and performed by the CONTRACTOR for the OWNER or for anyone in the construction, design, improvement, alteration, addition or repair of the above described project. 2. In consideration of such payment and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the CONTRACTOR voluntarily waives all rights, claims and liens, including but not limited to, mechanic's liens, Miller Act claims (40 U.S.C.A. 270 a and b), stop notices, equitable liens and labor and material bond rights which the CONTRACTOR may now or may afterward have, claim or assert for all and any work, labor, skill or materials furnished, delivered or performed for the construction, design, improvement, alteration, addition or repair of the above described project, against the OWNER or its officers, agents, employees or assigns, against any fund of or in the possession or control of the OWNER, against the project or against all land and the buildings on and appurtenances to the land improved by the project. 3. The CONTRACTOR affirms that all work, labor and materials, furnished, delivered or performed to or for the construction, design, improvement, alteration, addition or repair of the project were furnished, delivered or performed by the CONTRACTOR or its agents, employees, and servants, or by and through the CONTRACTOR by various Subcontractors or materialmen or their agents, employees and servants and further affirms the same have been paid in full and have released in full any and all existing or possible future mechanic's liens or rights or claims against the project or any funds in the OWNER'S possession or control concerning the project or against the OWNER or its officers, agents, employees or assigns arising out of the project. 4. The CONTRACTOR agrees to defend and hold harmless the OWNER, the lender, if any, and the Surety on the project against and from any claim hereinafter made by the CONTRACTOR'S Subcontractors, materialmen, employees, servants, agents or assigns against the project or against the OWNER or its officers, employees, agents or assigns arising out of the project for all loss, damage and costs, including reasonable attorney’s fees, incurred as a result of such claims. 5. The parties acknowledge that the description of the project set forth above constitutes and adequate description of the property and improvements to which this Lien Waiver Release pertains. It is further acknowledged that this Lien Waiver Release is for the benefit of and may be relied upon by the OWNER, the lender, if any, and Surety on any labor and material bonds for the project. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 38 of 39 Signed this day of , 20__. CONTRACTOR: CUSTOM SOLAR LLC By: Title: ATTEST: Secretary STATE OF COLORADO ) )ss. COUNTY OF LARIMER ) Subscribed and sworn to before me this day of 20__, by . Witness my hand and official seal. Notary Public My Commission Expires: DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 Services Agreement RFP 8292 Photo Voltaic Solar for Utilities Administration Building Page 39 of 39 EXHIBIT H CONSENT OF SURETY TO: City of Fort Collins, Colorado (hereinafter referred to as the "OWNER") CONTRACTOR: Custom Solar LLC PROJECT: 8292 Photo Voltaic Solar for Utilities Administration Building CONTRACT DATE: June 23, 2016 In accordance with the provisions of the Contract between the OWNER and the CONTRACTOR as indicated above, for . (Surety) on bond of hereby approves of the Final Payment to the CONTRACTOR, and agrees that Final Payment to the CONTRACTOR shall not relieve the Surety Company of any of its obligations to the OWNER, as set forth in the said Surety Company's Bond. IN WITNESS WHEREOF, the Surety Company has hereunto set its hand this day of , 20____ . (Surety Company) By: ATTACH: Power of Attorney and Certificate of Authority of Attorney(s)-in-Fact. DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 0.0.00 00 42890998-87CA-124BFB80-457F-8D71-7F95-3EEDD46F4554 4B05-6,A0AF-6,510.510.00 30D6CE3CF500 00 6,510.00 0.0.00 00 1 1 1.00 1.00 1 6,6,510.510.00 00 6,6,510.510.00 00 INVOICE Custom Solar, LLC 265 07/27/2016 1 of 1 Karen Pickering Deb Barone 65087 6,510.00 Invoice#17174 Customer Date Customer Service Page Invoice Summary Payment Amount Payment for: Payment Information Please detach and return with payment Thank You Effective Custom Solar, LLC 2840 Wilderness Place Suite F Boulder, CO 80301 Customer: Custom Solar, LLC Invoice Transaction Description Amount Policy #65087 07/27/2016-07/27/2017 Allstar Financial Group 17174 07/27/2016 New business Surety - New business 6,510.00 Due Date: 7/27/2016 Total Date 6,510.00 07/27/2016 Thank You Bolder Insurance 800 Jefferson Ave Louisville, CO 80027 (303)449-9595 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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 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: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 7/25/2016 Commercial Risk Solutions 6600 E Hampden Ave Ste 200 Denver CO 80224 Custom Solar LLC 2840 Wilderness Place, Ste F Boulder CO 80301 Westfield Insurance Pinnacol Assurance 24112 41190 Demetra Ramey 303-996-7859 303-757-7719 DRamey@crsdenver.com CUSTS-2 2000022015 A Y CWP0126513 11/10/2015 11/10/2016 1,000,000 500,000 5,000 1,000,000 2,000,000 2,000,000 X X X A Y X X X CWP0126513 11/10/2015 11/10/2016 1,000,000 A X X X 0 CWP0126513 11/10/2015 11/10/2016 1,000,000 1,000,000 B Y 4160305 12/1/2015 12/1/2016 X 1,000,000 1,000,000 1,000,000 Certificate Holder is included as additional insured for ongoing operations on the General Liability and included as additional insured on the Auto Liability with respect to operations of the named insured for the certificate holder as required by written contract. All policy terms, conditions and exclusions apply. City of Fort Collins Purchasing Department PO Box 580 Fort Collins CO 80522 DocuSign Envelope ID: 8E43A33A-2FDF-448F-9C76-7AEC4A2ABDD4