CITY OF RICHMOND
STANDARD CONTRACT
Department: City Manager's Office Project Manager: Adam Lenz Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 620-5537
PR No: Vendor No: 430l P.O./Contract No: 4705
Description of Services:
Provide installation of no-cost solar systems for 180 low-income households. Provide related home upgrades including electrical panel replacements, roof repairs, and electric vehicle hook-ups The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and the following named Contractor:
GRID Alternatives Bay Area
Company Name:
Street Address: 1171 Ocean Ave #200
City, State, Zip Code: Oakland, CA 94608
Contact Person: Renee Sharp
Telephone: (510) 731-1320 Email: [email protected] Business License No: / Expiration Date: December 31, 2019 A California corporation, limited liability corporation general partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:]_
other [specify:]
Term. The effective date of this Contract is July 1, 2019 and it terminates June 30, 2022 unless terminated as provided herein.
Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ $1,400,872 • City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation GRID Alternatives Bay Area
(* The Corporation Chairperson of the Board
President or Vice President should sign below)
Title: Mayor By:
I hereby certify that this Contract Title: Executive Directur has been approved by City Council.
Date Signed: 5 / 28/11
* The Corporation Chief Financial Officer,
Approved as to form:
pero
By: Title:
City Attorney
Date Signed_ 05-28-2018
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit Di
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and
GRID Alternatives
EXHIBIT A
SERVICE PLAN
City Manager
Contractor shall, to the satisfaction of the _ perform the following services and be compensated as outlined below:
Please see the 7-page "Opportunities for Impact in Richmond June 30th, 2019 - July 1st, 2022" proposal attached and incorporated herein by this reference.
GRID Opportunities for Impact in Richmond
June 30th, 2019 - July 1st, 2022
ALTERNATIVES
Bay Area
Project Overview
GRID Alternatives Bay Area (GRID) seeks to build on the successful partnership with the City of Richmond to serve low-income families and job seekers in Richmond with a three-year plan to increase the deployment of renewable energy in Richmond communities most impacted by environmental pollution. This project will result in 180 no-cost solar systems installed for low-income Richmond residents, providing over $3.1 million in energy cost savings for families in need, nearly 6,000 hours of job skill building experience in solar installation for community volunteers and job trainees, and preventing nearly 6,000 tons of harmful Greenhouse Gas Emissions. These solar systems will also generate an estimated $72,000 in permit fees for the City of Richmond. Additionally, this partnership will provide up to 30 subsidized roof replacements or repairs, and an estimated 60 main service panel upgrades, allowing subsequent solar installations for households who otherwise could not take part in GRID's solar program due to safety and quality concerns caused by aging homes. This is creating additional community and individual benefits. Finally, this partnership will also launch a flagship electric vehicle (EV) access program for low-income Richmond residents, resulting in 100+ eligible homes going solar with GRID becoming EV-charging ready, in addition to electrification options for past GRID clients and other members of the community.
History of GRID Alternatives in Richmond
GRID is a nonprofit licensed solar contractor leading teams of volunteers and job trainees to install solar electric systems exclusively for low-income families. GRID's work provides significant savings for those struggling to make ends meet, prepares workers for jobs in the fast-growing solar industry, and reduces harmful greenhouse gas emissions. Beginning in 2018, GRID also launched a Clean Mobility Program to expand access to electric vehicles and electric vehicle charging infrastructure to low-income communities.
Since GRID's first solar installation in the City of Richmond in 2007, GRID has completed 350 solar installations for low- income homeowners in Richmond - including 185 under the San Pablo previous Environment and Community Investment Agreement Wildcat
(ECIA) contract beginning in 2015. As of March 2019 a total of anyon 908 kilowatts DC of clean power has been installed in na Park Richmond. Over the projected lifespans of these systems, Richmond families will save $6.78 Million while eliminating over 12,604 tons of greenhouse gas emissions, the equivalent of taking 2,412 cars off the road for one year. These POINT
RICHMOND
installations have provided paid work opportunities for Richmond residents, as well as hands-on training for
hundreds of volunteers and job seekers as a pathway to
employment in the growing solar industry. Additionally, these GRID solar systems installed over the
solar projects have generated an estimated $110,000 in
2015-2019 partnership period, which more
permit fees for the City of Richmond. than doubled the total number of GRID solar systems in Richmond
Across the City, over $4.6 Million has been contributed through GRID to make solar deployment a reality for low-income families to date. This includes $4 GRID Alternatives Bay Area 1171 Ocean Avenue O 510.731.1186 E [email protected] Oakland, CA 94608 510.225.2585 W gridalternatives.org
2 Million from state rebate programs and GRID's public and private philanthropy, and nearly $560,000 contributed from the City of Richmond through the R3 program and 2015-2019 ECIA contract.
Over the history of GRID's work in Richmond, GRID has become an expert in administering low-income solar programs locally. GRID has collected and analyzed a tremendous amount of project data, helping us understand both the need and challenges in Richmond. This partnership proposal leverages GRID's unique knowledge and experience to most effectively deploy solar for low-income Richmond residents and, with staff and relationships on the ground, GRID is situated to begin work immediately.
Scale of Impact
With support from the City of Richmond, GRID can continue our focus on triple-bottom line impact for low-income Richmond residents. Over the three years of this program, GRID will provide no-cost solar energy to 180 low-income homeowners, replace or repair roofs for up to 30 households, upgrade unsafe main service panels for up to 60 homes, and ensure 100+ Richmond homes are electric-vehicle ready while providing opportunities for residents to leverage EV subsidies, helping deploy clean transportation alternatives and provide cost savings. Proposed program components, and their expected impacts, are detailed below:
No-Cost Solar Installations for Richmond Residents:
During the proposed three-year cycle, GRID will complete no-cost solar for 180 low-income families, serving 60 households each calendar year, with savings that begin from day one. On average, each system installed saves the family $16,500 in energy cost savings and offsets 30+ tons of harmful Greenhouse Gas emissions. GRID's model also provides hands-on training opportunities for green job trainees, such as participants of RichmondBUILD, and increases community engagement volunteerism in the City of Richmond. Over the next three years, the solar installations made possible by our partnership can have the following impacts:
-Kilowatts (DC) installed: 396 kw DC
- Total number of families served: 180
-Total cost savings for Richmond residents over the systems' lifetimes: $2,956, 708 -Total Greenhouse Gas emission eliminated over the systems' lifetimes: 5,643 tons -Total hours of hands-on skill building for volunteers and job seekers: 5,760 hours - Average per project cost: $11,722
-Average per project contribution from City of Richmond: $3,844 -Total project costs: $2, 109,921
-Total expected cost from City of Richmond: $691,872
Each project is eligible for different funding sources Funding Sources for a Typical 12.5 kW based on site-specific criteria such as property location DC Solar Installation and solar system size. Once layered, these funding DAC-SASH Rebate $7,359.97 sources typically cover 60-75% of project costs, leaving $2,672.56 an average expected per project gap of $3,844. The Federal ITC chart (right) shows the system cost and funding MCE Rebate $900 breakdowns for an average project. GRID expects
~50% of solar installation volume in the coming years to Remaining Cost (City of be for homes whose smaller system sizes will make Richmond contribution) $1,215.47 them ineligibile for the Federal Investment Tax Credit $12,148 (ITC) - a 30% tax credit that makes up one of funding Total System Cost sources GRID leverages - which is also scheduled to
1171 Ocean Avenue O 510.731.1186 [email protected] GRID Alternatives Bay Area
Oakland, CA 94608 F 510.225.2585 W gridalternatives.org 3 step down in subsidy level until it sunsets in 2022, making the gap cost per project higher. The average expected remaining cost per project of $3,844 factors in both the step down of this funding source as well as the weight of installations eligible for the ITC funding and other install scenarios.
Please note that in addition to direct system costs, each project requires GRID staff to provide client outreach and support, as well as incurring costs for staff to administer this program and indirect costs such as rent and utilities. Through analysis of historical project data in Richmond compiled since 2007, GRID estimates that for every client that installs solar, an outreach staff member has taken preliminary screening steps with an average of five other families. In order to provide the necessary administrative and client outreach support to scale solar for low-income families in Richmond, GRID requests a per project administration fee of $650 in addition to leveraging city funds to provide the funding needed to cover the remaining system costs. This administrative fee also includes ECIA reporting, invoicing, and overhead and makes up 7% of the total funding request, as reflected in the full cost breakdown below.
Solar Roof Retrofit Program
Historically, of the families who qualify for GRID's program but are not able to be served in the City of Richmond, 80% of the rejections are due to poor roof quality, the highest rejection rate for poor roof quality in the Bay Area. Roof quality issues, therefore, present the most critical barrier for effective solar deployment in Richmond. City-run home rehabilitation programs can address this issue by providing loans, but we have found that many low-income clients turn away from loans - even loans with highly favorable terms. Through our last year pilot with the City of Richmond, GRID has found roof repair subsidies to be an extremely effective tool to directly support roof replacement as an energy efficiency retrofit, providing the opportunity for GRID's no-cost solar installations for homes that were disqualified due to roof quality. Not only do these roof repairs make a home solar eligible, it also provides health and safety improvements at the home of at-risk Richmond homeowners, doubling the positive impact.
GRID proposes continuing the pilot program to subsidize roof repairs up to $10,000 per family on a tiered basis. The highest $10,000 subsidy would be for families living at 30% or below Area Median Income (AMI), while a subsidy up to $5,000
would be available for families living at 50% or below AMI and, in cases where a family is below 80% AMI and still GRID-solar eligible, the smallest subsidy of up to $3,000 would be available. Additionally, the highest subsidy level and/or a higher tiered subsidy can be offered on a case-by- case basis for families making above 30% AMI in cases
where the household is on a fixed income, is not eligible to A young Richmond resident whose home pair this subsidy with the Richmond's Home Loan funding, or received both solar and an electrical shows other proof of hardship, with final approval by the City upgrade smiles with a solar panel of Richmond. Roofers are selected by the clients themselves, from a list of roofers who hold business licenses in Richmond and have been pre-accepted into the program provided by GRID. The subsidy will only cover up to the true cost of the roof repair, such that if the repair only costs $5,000 the resident is only eligible for a $5,000 subsidy. In its pilot year, the program has replaced 5 roofs with 4 additional projects in progress. GRID has had the most interest from families eligible for the highest subsidy and we assume that this trend will continue. -Total number of roofs repaired or replaced for Richmond Residents over 3 years: 30 -Average estimated per project cost (dollars invested in local businesses): $12,500 -Average per project contribution from City of Richmond: $9,000 -Total project costs: $375,000
-Total expected cost from City of Richmond: $270,000
GRID Alternatives Bay Area 1171 Ocean Avenue O 510.731.1186 E [email protected] Oakland, CA 94608 F 510.225.2585 W gridalternatives.org 4 Electrical Upgrades for Solar and Electric Vehicle Charging Readiness Since GRID began work in the City in 2007, 20%-30% of Richmond homes annually require an upgrade to the existing main service panel in order to bring the homes up to code, reduce fire risk, and make the home both solar and electric vehicle (EV) charging ready. These upgrades are not only necessary for renewable energy technologies, but also represent a significant improvement in fire safety from outdated and dangerous existing infrastructure. As GRID partners with the City of Richmond to provide EV charging capacity in addition to solar, we expect 30% of projects to require this needed electrical upgrade.
-Total number of main service panels brought up to code for Richmond Residents: 60 -Average estimated per project cost (dollars invested in local businesses): $2,700 -Average per project contribution from City of Richmond: $2,700 -Total project costs: $162,000
-Total expected cost from City of Richmond: $162,000
Electric Vehicle Access Pilot Program
With 15 years of experience and a track-record of success, GRID is a recognized leader in making renewable energy technologies accessible to low-income communities. Clean, reliable electric vehicles (EVs) represent a growing opportunity to address multiple critical issues facing GRID's service community: lowering steep transportation costs, increasing access to employment opportunities and overall mobility, and dramatically reducing harmful emissions to improve local air quality. Given these impacts, GRID expanded its programmatic focus to include EVs in 2018 and has already established credentials as a recognized leader in connecting EV rebate programs with low-income residents. To that end, GRID is formally partnered with the Center for Sustainable Energy's Clean Vehicle Rebate Project; the Beneficial State Foundation, which administers the California Air Resource Board's Clean Vehicle Assistance Program; the Bay Area Air Quality Management District (BAAQMD), for whom GRID Bay Area was recently selected to be case managers for the Clean Cars for All Program; and the California Air Resources Board, who recently selected GRID to administer a "One-Stop Shop" pilot program to generate a single multilingual application for low-income consumers to upgrade their existing older vehicles, and apply for zero- and near- Electric Vehicle Rebate Programs zero-emission cars and clean mobility options. Together, Available for Richmond Residents:
these programs and partnerships provide industry Option 1 expertise, matching funding, vehicle financing, rebate MCE Clean Energy $3,500 dollars and visibility. Paired with support from the City of Richmond to launch an innovative pilot program to BAAQMD Clean Cars $2,500-$9,500 provide charging infrastructure and workforce training for All Program related to this growing new field, GRID can ensure that Total Rebate $6,000-$13,000 low-income residents in Richmond can maximize these
incentives and lead the transition to clean vehicles and *Additional financing available up to $5,000 the benefits of solar-powered charging.
Electric Vehicle Rebate Programs
An increasing number of rebate and financial assistance Available for Richmond Residents:
programs recognize the opportunities for impact EVs Option 2 can provide, with multiple different programs providing MCE Clean Energy $3,500 up to $13,000 in subsidies for low-income families to Clean Vehicle Rebate $1,500-$7,000 purchase an EV, as demonstrated in the two tables Program (right). With an EV, fuel costs go down to ~$1/gallon or Total Rebate $5,000-$10,500 less and drop even further when paired with GRID-
installed solar, resulting in estimated savings of *Additional financing available up to $5,000 $80,000+ over the systems' lifetime and offsetting 200
GRID Alternatives Bay Area 1171 Ocean Avenue O 510.731.1186 E [email protected] Oakland, CA 94608 510.225.2585 W gridalternatives.org
5 tons of greenhouse gas emissions per household. Despite extensive vehicle rebates and even some case management funding for Bay Area clients enrolled in EV programs, there is a huge missing opportunity: in order to move to an EV, people must know where they can reliably charge their vehicle.
To further compound this challenge, electricians in the Bay Area are in extremely high demand, a key opportunity: by installing Level 2 chargers for those going through rebate programs and by making homes EV-charging ready, especially when paired with no-cost solar, low-income residents in Richmond can have significantly reduced barriers and increased information to take advantage of growing EV subsidies, which can cover vehicle costs up to $13,000.
In partnership with the City of Richmond, GRID proposes an innovative new pilot to leverage an in-house electrician to install 220/240 volt outlet and associated Level 2 charger for 40-60 Richmond sites. The clients and sites for this EV infrastructure development in Richmond will come from four main sources: low- income households purchasing an EV through existing rebate programs; previous GRID solar clients who have or purchase EVs; GRID solar clients in the process of going solar, where the focus will be on EV-readiness at the home; and low-income renters, including potential pilots in conjuction with affordable housing developers.
Seed support from the City of Richmond will directly fund salary and GRID clients in Southern CA show
off their new EV and EV Charger benefits, and provide some cost-share for the hard costs of each project including permits, EV charging infrastructure, and mileage.
Of the chargers installed, an estimated 1/3 or more will also be paired with an EV, with the remaining installations focusing on EV-readiness. An EV-ready home has a main service panel with both the required code updates and space to take an EV charger and has a 220/240 volt outlet in the garage or outside of the home where it would be nearest to logical electric vehicle parking. For families who already have an EV, this will also include the final Level 2 charging apparatus to begin charging immediately.
Furthermore, with an electrician on staff, the City of Richmond can provide the basic requirement to begin an electrician workforce development pilot, as an electrician must personally lead any on-site training. With additional funding sources pending, the hope is for this to become a paid on-the-job training program for careers in electrical work, EV charging infrastructure, and/or solar installation.
Once this capacity exists in-house for GRID to install EV chargers, we can also explore how to get additional fee-for-service funding towards the charger installations from existing programs to help make this program self-sustaining over the long-term. This program will provdie a proof of concept to increaset the number of EVs benefitting low-income Richmond residents, providing not only cost savings on both vehicle upkeep and fuel expenses, but also reducing harmful tailpipe emissions. -Total number of EV-ready homes: 40-60+*
-Estimated number of EVs deployed: 20+
-Estimated number of paid Electrical Trainees: 1-6*
-Total cost for one-year proof of concept EV charging installation pilot: $300,000 -Total contribution from City of Richmond: $160,000
-Estimated offset of harmful emissions from EVs: 2,000 tons' *As the first-of-its-kind pilot program, these are estimated outcomes that also rely on raising additional matching funds. GRID will meet quarterly with the City of Richmond to adjust and assess outcomes and expectations throughout the duration of the pilot program. 'https://www.eia.gov/tools/faqs/faq.php?id=307&t=11
GRID Alternatives Bay Area 1171 Ocean Avenue • 510.731.1186 E [email protected] Oakland, CA 94608 F 510.225.2585 W gridalternatives.org Summary of Costs and Funding Matches
GRID brings in funding support both through our fundraising efforts as a registered 501(c)3 and through leveraging state and local rebates as well as other funding streams intended to encourage the deployment of renewable energy in low-income communities. GRID's advocacy efforts locally and nationally on behalf of low-income communities have both extended and created additional funding opportunities at scale for this work. These sources include: the Single-family Affordable Solar Homes (SASH) rebate through the California Solar Initiative and administered by the California Public Utilities Commission; Cap and Trade dollars through the California Department of Community Services and Development; the Disadvantaged Community SASH (DAC-SASH) program; a solar financing partnership that allows GRID projects to leverage the Federal Solar Investment Tax Credit (ITC) and designated dollars for case management and resource provision in electric vehicle deployment. Most recently, GRID was awarded the administrator role for the DAC-SASH statewide program that will replace both SASH and Cap and Trade rebates by the end of 2019 and provide designated funding for the next 10 years. GRID is uniquely able to leverage additional funding sources for our clients and streamline the client experience, bringing an estimated $1,995,049 in matching dollars to projects in the City of Richmond through these programs.
Total Total Total City of Total Total
Number Projects Expected Richmond Total Richmond Total Dollars Benefit to of per Permit Cost per Leveraged ECIA Invested Richmond Projects Year Fees Unit Dollars Contribution Residents
Solar Installs 180 60 $72,000 $3,844 $1,410,049 $691,872 $2,101,921 $3,091,104 Admin 180 60 $650 na $117,000 $117,000
Solar Roofs 30 10 $9,000 $105,000 $270,000 $375,000 $270,000 Electrical
Upgrades 60 20 $11,940 $2,700 na $162,000 $162,000 $162,000 EV Charging
& Training
Pilot 60 60 $10,500 na $140,000 $160,000 $300,000 TBD
Total $82,560 $1,655,049 $1,400,872 $3,055,921 $3,523,104 Over the next three years, support from Richmond ECIA at the $1,400,872 level provides deep impact for low-income residents, opportunities for economic stability, and cements the leadership role of both the City and its residents in the clean energy revolution. Together, we can generate more than $3 Million in benefits for Richmond residents, while bringing nearly $1.7 Million in matching dollars towards clean energy and related home improvement projects for low-income families in the City of Richmond.
Summary of GRID Alternatives Services
• Recruit, enroll and qualify homeowners for solar, roof, main service panel and EV programs, ensuring that the household meets program requirements; • Provide education on energy efficiency and conservation, basics of solar and system maintenance, and information about EV rebates to all recipients of GRID solar systems; • Design and install solar systems, including pre-installation site visits to ensure solar suitability of homes;
• Refer all clients with sub-standard roof to information about the subsidized solar roof program and home loans through the City of Richmond;
• Obtain building permits, procure all equipment for solar, main service panel and EV programs; • Prepare and submit funding and utility interconnection paperwork; GRID Alternatives Bay Area 1171 Ocean Avenue O 510.731.1186 E [email protected] Oakland, CA 94608 F 510.225,2585 W gridalternatives.org 7 • Provide clients with standard industry warrantee on both labor and equipment; • Refer clients to energy efficiency programs and other available resources (Richmond Rehab Loan Program, PG&E Energy Assistance Program, etc.);
• Pay all up-front costs of solar installation, subsidized roof program amounts, main service panel upgrades and EV charging infrastructure, layering major funding sources to offset costs and prepare project invoices to submit to the City of Richmond for remaining project costs; • Train community volunteers and job seekers in photovoltaic system installation (5-10 volunteers per day per project), including pre-installation training; • Work closelv with RichmondBUILD and other local training partners to provide training opportunities on the roof for cohorts as requested.
Summary of City of Richmond Services
• Designate staff to assist in client recruitment related activities such as host city sponsored events for prospective and selected clients, write city sponsored letters, prepare mailings to Richmond residents, coordinate referrals to other city programs, and support GRID in reporting and program administration and other duties as needed;
• Reimburse GRID for any remaining project expenses after all possible major funding sources have been applied on a per project basis, and for the roof, main service panel and EV programs as designated above;
• Provide administrative and outreach funding at $650 per project to cover indirect project procurement expenses incurred by GRID to complete this program.
Reporting
GRID will provide the City of Richmond a short report for each project post installation, including the following information:
• Site address
• Solar system size
• Funding sources applied to the project (DAC-SASH Rebate, SASH Rebate (sunsetting in 2019), MCE Rebate and/or Gross Net Proceeds from Third Party Ownership) • Remaining solar project costs to be reimbursed by the city, plus the $650 administrative fee, which will serve as a per-project invoice
• Roof program invoice amount and associated solar system information • Monthly report on impacts and progress shared from GRID's Salesforce database, including financial impacts for the families served, greenhouse gas emission reductions expected, hours of skill building experience provided to volunteers and job trainees, number of roofs repaired or replaced, number of main service panel upgrades provided and number of homes receiving EV chargers
GRID Alternatives Bay Area 1171 Ocean Avenue 510.731.1186 [email protected] Oakland, CA 94608 F 510.225.2585 W gridalternatives.org For the Contract between the City of
Richmond anc
GRID Alternatives
EXHIBIT B
PAYMENT PROVISIONS
(PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Adam Lenz Department: City Manager's Office PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contractor shall be subject to the approval of the City's Project Manager, Adam Lenz before payments shall be authorized.
5. The City will pay invoice(s) within 45 days after completion of services to the City's satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
GRID Alternatives
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1.1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Adam Lenz
City of Richmond
Richmond, CA 94804-0046
1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Renee Sharp
GRID Alternatives
1171 Ocean Ave #200
Oakland, CA 94608
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 1 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City's rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 2 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor's accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract, or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJ/TE 01-19-11 3 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 4 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
General Conditions/EJ/TE 01-19-11 5 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys' fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJ/TE 01-19-11 6 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City's Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City's website at
http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 8 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 9 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable), or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
General Conditions/EJ/TE 01-19-11 10 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purposes). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 11 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor's performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
General Conditions/EJ/TE 01-19-11 12 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
General Conditions/EJ/TE 01-19-11 13 of 13
For the Contract between the City of
Richmond and
GRID Alternatives
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
None.
For the Contract between the City of
Richmond and
GRID Alternatives
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
DATE (MM/DD/YYYY)
ACORD® CERTIFICATE OF LIABILITY INSURANCE 03/28/2019
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 endorsements). 1-303-534-4567
IMA, Inc. - Colorado Division FAT, NO
E-MAIL
1705 17th Street ADDRESS: [email protected]
Suite 100 INSURERS) AFFORDING COVERAGE NAIC #
Denver, CO 80202 INSURERA: CRUM & FORSTER SPECIALTY INS CO(RISK 44520 INSURED INSURER B: ZURICH AMER INS CO 16535
GRID Alternatives, Inc.
INSURER C:
INSURER D:
1171 Ocean Avenue, Suite 200
INSURER E:
Oakland, CA 94608 INSURER F:
COVERAGES CERTIFICATE NUMBER: 55780534 REVISION NUMBER:
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.
INSR ADDL SUBR POLICY EFF OLICY EX
TYPE OF INSURANCE INSD. WVD. POLICY NUMBER AM/DD/YYYY) (MM/DD/YYY LIMITS LTR
COMMERCIAL GENERAL LIABILITY EPK126331 04/01/19 04/01/20 EACH OCCURRENCE $ 1,000,000
DAMAGE TO RENTED
CLAIMS MADE OCCUR PREMISES (Ea occurrence) $ 50,000
MED EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY I$ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRO-
POLICY JECT LOC PRODUCTS - COMP/OP AGG 2,000,000
OTHER:
AUTOMOBILE LIABILITY COMBINED SINGLE LIMI
La accident
ANY AUTO BODILY INJURY (Per person)
OWNED SCHEDULED BODILY INJURY (Per accident) S
AUTOS ONLY AUTOS PROPERTY DAMAGE
HIRED NON-OWNED
AUTOS ONLY AUTOS ONLY (Per accident)
UMBRELLA LIAB OCCUR EACH OCCURRENCE
EXCESS LIAB CLAIMS-MADE AGGREGATE $
RETENTION$
WORKERS COMPENSATION WC574677106 04/01/19 04/01/20 * | STATUTE I B
AND EMPLOYERS' LIABILITY YIN
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICERIMEMBEREXCLUDED? N N/A
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 BESCRIPTION OF OPERATIONS below EL. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Richmond is included as Additional Insured on the General Liability Policy if required by written contract of agreement and with respect to work performed by Insured subject to the policy terms and conditions.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Richmond THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
450 Civic Center Plaza AUTHORIZED REPRESENTATIVE
Richmond, CA 94804 1. IM
USA
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 018spm6
none