City of Goleta – Request for Proposals

Solar Photovoltaic Microgrid Project

REQUEST FOR PROPOSALS (RFP) FOR

SOLAR PHOTOVOLTAIC MICROGRID
PROJECT
Date Issued:
October 13, 2020

Deadline for Submissions:

November 12, 2020
Due by 5:00 p.m.

Contact:
Cindy Moore, Sustainability Coordinator
City of Goleta
Planning and Environmental Review Department
130 Cremona Drive, Suite B
Goleta, California 93117
[email protected]

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City of Goleta – Request for Proposals
Solar Photovoltaic Microgrid Project

CONTENTS
PROJECT INFORMATION
1. Project Background and Instructions……………….……………………………………..3
2. RFP Process and Information……………………………………………….……………..6
3. Submittal Requirements……………………………………………………..……………..9
4. Evaluation of Submittals…………………………………………………………..………12
5. Terms and Conditions…………………………………………………………..…………13

ATTACHMENTS AND FORMS

A. Site Technical Overview Documents……………………………………………………16
1. Site Specification Sheets & Technical Constraint Summary
2. Historical Electricity Usage ^
3. Modeled Critical Load Profile ^
4. Facility Plan Set Sheets
B. PV System Technical Specifications and Requirements……………………………...17
C. Key Contract Terms and Conditions………………………………………………….….41
D. Pricing Proposal and Production Form *………………………………………………...52
E. Response Checklist & Non-Collusion Declaration Form *………………..……...……53

* Proposer to complete and return as part of Proposal

^ Available by request sent to [email protected]

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City of Goleta – Request for Proposals
Solar Photovoltaic Microgrid Project

REQUEST FOR PROPOSALS

Solar Photovoltaic Microgrid Project

The primary purpose of this Request for Proposals (RFP) is to identify qualified
providers/developers of solar installations, battery energy storage systems and electric
vehicle charging stations to support the City of Goleta (City) in developing a resilient and cost-
effective renewable energy project at the Goleta City Hall.

The City seeks proposals from qualified Proposers for the design, procurement of materials,
permitting, installation, interconnection, and all associated documentation, financing,
maintenance, and warranties of Solar PV and Battery Energy Storage Systems (Systems) to
be located at Goleta City Hall. It is anticipated that the Systems within the scope of this project
may be purchased outright by the City or may be financed, owned, and operated by the
Proposer under a Power Purchase Agreement (PPA). To provide best value for the City,
various financing options are sought in the proposals so that the City can select from
appropriate choices including, but not limited to, direct purchase, PPA, and other cost-
effective options recommended by the Proposer. In relation to this RFP, the term “Proposer”
shall refer to all organizational members of the responding team that will, through combined
efforts and abilities, perform all aspects of site development.

1. PROJECT BACKGROUND INFORMATION

Location & Site Overview. Goleta City Hall is located at 130 Cremona Drive, Suite B, in
Goleta, California. The City recently purchased the building and is expecting to expand
operations beyond its current footprint. Expected impacts to electricity use are discussed in
Attachment A and reflected in the electricity usage profiles provided as part of this RFP.

City Hall is currently served by Southern California Edison (SCE). The City became a member
agency of Central Coast Community Energy in December 2019 and expects enrollment and
service to start in October 2021. Rate structures are expected to match SCE initially, with the
potential for a new rate structure for communities in southern Santa Barbara County in
October 2022.

Preliminary Feasibility Assessment. In order to streamline the RFP response process, the
City has completed an initial feasibility assessment for PV-only and microgrid systems at City
Hall, the results of which are referenced throughout the RFP. The complete results of this
study are included in Attachment A.

Desired Technology Configurations. The City is interested in receiving system designs and
pricing proposals for a microgrid-ready PV-only system and a complete microgrid integrating
new PV and battery energy storage with an existing diesel generator. Preliminary feasibility
assessments completed by the City indicated the technical and financial feasibility for both
system types but found that the financial value to the City of a PV-only system was higher.
Thus, the City is interested in receiving proposals for both System types so that the City can
select the choice that most aligns with its financial and resilience goals.

The desired technology configurations are described in more detail below:

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City of Goleta – Request for Proposals
Solar Photovoltaic Microgrid Project

PV-Only (Microgrid-Ready): A PV system that is designed to enable future

configuration as a microgrid by limiting the barriers (technical and contractual) to
adding the required additional equipment. If Proposers are able to identify specific
equipment or project additions that, if added to a PV system, would materially reduce
the cost of a future microgrid, those should be included in the proposed system. The
City anticipates, however, that the primary aspect of “microgrid-ready” will be ensuring
a flexible contract that enables system expansion.

Integrated Microgrid: A combined system incorporating PV, battery storage, the

City’s existing diesel generator and any required additional equipment. This system
must be capable of providing electric bill savings and back-up power pursuant to the
City’s resilience goals defined below.

Proposers should use the PV and battery storage system sizes identified in Attachment A,
and listed below, to guide their proposed system designs.

Technology Configuration Solar PV (kW-DC) Battery Storage (kW/kWh)

PV-Only (Microgrid-Ready) 174 0
Integrated Microgrid 174 45/180

While the City recognizes that, due to variations in standard manufacturing components, the
specifications of proposed battery storage systems will differ from those included in the
feasibility assessment, the City is seeking a PV system that will offset 100% of the City Hall
annual electricity use, as detailed in Attachment A (projected future electricity use).For both
PV and battery system sizing, system capacities in the RFP are intended as general
guidance, not as requirements. Proposers should propose system sizes that are in the City’s
best interests.

The City Hall building has an existing 175-kW diesel generator with a 378-gallon fuel storage
tank on site. The generator is currently configured with an automatic transfer switch to provide
back-up power to the entire first floor of the building, with plans to extend interconnection to
the second floor. 1 Additional information and specification sheets for the generator can be
found in Attachment A.

Microgrid Objectives & Resilience Goals. The primary objectives of the City are to use
distributed energy resources to realize electricity savings through demand charge
management and energy arbitrage and provide emissions-free back-up power to support City
operations. The proposed microgrid shall be configured to provide electricity optimization
services during daily operation (“on-grid mode”). In the event of a power outage (“off-grid
mode”), the City is seeking a system with a high probability (>75%) of supporting critical loads
for 48 hours without need of the back-up generator. Incorporating use of the generator should
enable the system to support critical loads through an extended outage, with initial modeling
indicating the potential for a minimum of three weeks of resilience without refueling the
generator. For initial system sizing, a sample critical load profile for City Hall can be found in
Attachment A.

1
Additional information on the generator expansion project will be provided to Proposers as it becomes available.

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City of Goleta – Request for Proposals
Solar Photovoltaic Microgrid Project

The PV and battery storage systems should be sized and optimized to maximize bill savings
while providing the desired 48 hours of resilience. The extended resilience duration including
the existing generator should then be calculated post facto (See Submittal Requirements
Section 6).

A secondary objective of the City is to explore how a microgrid system can earn additional
revenue through participation in grid services. While opportunities may be limited in the
current market environment, Proposers are encouraged to consider the potential of an
installed system capturing these revenues in the future and include appropriate information
on how the proposed system would be enabled to do this.

Electric Vehicle Charging Stations. In addition to solar and battery storage systems, the
City is also seeking the installation of three (3) Level 2 (6.6 kW) electric vehicle charging
stations. These stations will be publicly available for use by City staff and City Hall visitors.
The City is interested in maximizing the number of ports available for use. If, based on the
Proposer’s review of electrical infrastructure, it is deemed infeasible for each station to have
two ports with a dedicated circuit for each, the City is willing to consider a “power sharing”
configuration between two ports on a single station. The City is also interested in the
possibility of including additional conduit installation to enable additional stations in the future.
Finally, while electric vehicle charging stations are not generally considered a critical load,
the City encourages Proposers to consider the feasibility of including one (1) station as a
microgrid supported load in off-grid mode. Please note that the critical load profile provided
in Attachment A does not include any electric vehicle charging and, if included, Proposers
should indicate how electric vehicle charging during off-grid mode may impact the expected
resilience duration.

Pricing Proposals. Proposers must provide a minimum of two types of pricing

proposals: 1) Direct Purchase, with City ownership of Systems; and 2) Financed
Installation, via PPA, that would result in minimal to no upfront cash outlay from City.
Pricing for the PV-only system, battery storage and microgrid balance of system costs and
electric vehicle charging stations shall be listed separately as individual line items to enable
the City to understand cost increases for each added level of system complexity. The pricing
proposals must be submitted using the spreadsheet form provided as Attachment D, which
includes input cells for both direct purchase and PPA.

Technical Requirements. Proposers must comply with all technical requirements as

specified in Attachment B and are expected to utilize industry best practices in responding to
this RFP and in performing their responsibilities under a contract with the City. Proposed
pricing must reflect conformance with all technical requirements in Attachment B, and must
also address foreseeable construction issues, including those identified in Attachment A and
in optional site walks (if viable, pending statewide health advisories). Proposers will be
required to acquire Building Permits and local business licenses, before starting construction.

Contracting and Bonding Requirements. The City will require Payment and Performance
Bonds during construction. Key Contract and PPA terms have also been identified and
included in Attachment C. The City’s General Contracting Conditions are available upon
request.

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City of Goleta – Request for Proposals
Solar Photovoltaic Microgrid Project

Insurance Requirements. Attachment C provides the City’s insurance requirements.

Pricing and Assumptions. In addition to requirements as specified in this RFP and

Attachments, Proposers should use the following assumptions when providing pricing and
project cash flow analysis:
1. Annual utility escalation rate shall be assumed to be 3%.
2. Electricity rate schedules may be changed for optimal savings, but only if a facility
is eligible for the recommended change.
3. Assume construction start date of June 2021 for pricing calculations. Actual start
dates will depend on contract negotiations, public and permitting approvals,
financier and supplier lead-times, weather, and other variables.
4. Pricing must include complete design and construction of the proposed systems,
with maintenance included in PPA pricing and as a separate line item for direct
purchase proposals. Design shall include all aspects, including, but not limited to,
structural investigation, electrical modification, and aesthetics of proposed
systems.

Contract Negotiations. It is expected that the City and selected Proposer will commence a
common process for negotiating final terms and conditions of any contracts resulting from
this procurement. These negotiations will utilize the template contract provided by Proposers
via their submission under this RFP. Proposers should note the City’s desired PPA terms in
Attachment C. Exceptions to those key terms must be listed by Proposers. Selection of a
Proposer in no way implies City acceptance of exceptions to the City’s key terms.

The City has entered this RFP with the desire to pursue solar development at the identified
site, but Proposers submitting responses to this RFP do so with the understanding that the
City does not guarantee the award of any contract or work. The City reserves the right, in
their sole and absolute discretion, to abolish, refresh, amend, or extend the scope or
limitations of this Project.

2. RFP PROCESS & SCHEDULE

The RFP documents, including addenda, are available through the City’s website
(https://www.cityofgoleta.org/i-want-to/view/city-bid-opportunities) and eBidBoard hosting
platform. Electricity usage data is available upon request. Interested parties should
email [email protected] to gain access to data. All Addenda will be posted on the
City’s website and not available on eBidBoard. Vendors accessing the RFP via
eBidBoard should refer to the link above to access all Addenda.

Enabling Legislation. Per California Government Code Section 4217.12 and related
sections, public entities have the statutory authority to seek and deliver energy-related
projects using a selection process defined by the individual public entity. This Request for
Proposals is issued by the City of Goleta utilizing this enabling legislation. Any Proposer who
wishes to be considered for a contract with the City must submit the required information per
this RFP and conform to the process described herein.

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Solar Photovoltaic Microgrid Project

Timeline. Following is the preliminary RFP selection process timetable, subject to change at
the City’s sole discretion:

Tuesday, 10/13/2020: Request for Proposals issued

Wednesday, 10/21/2020, 1:00 PM PT: Optional pre-proposal webinar
Thursday, 10/22/2020, 1:30 PM PT: Optional site walk
Friday, 10/30/2020: Deadline for Proposer submittal of questions
Wednesday, 11/04/2020: Final Addendum issued
Thursday, 11/12/2020: Deadline for submittal of Proposals
Week of 11/16/2020: Vendor interviews
Week of 11/23/2020: Select firm(s) for negotiation
December 2020: Vendor begins any required due diligence, start contract
negotiations
Tuesday 12/15/2020: Contract Presented to City Council for Approval

Pre-Proposal Meeting and Site Walk. The City of Goleta will host an online webinar pre-
proposal meeting at 1:00 PM PT on October 21, 2020. Interested parties can RSVP at this
link: https://attendee.gotowebinar.com/regis...
WEBINAR ID: 157-150-395

Access information will also be available on the City’s website (https://www.cityofgoleta.org/i-

want-to/view/city-bid-opportunities) prior to the meeting. Any Proposer wishing to submit a
proposal to this RFP may attend this meeting.

Following the webinar, an optional site walk will occur on October 22, 2020 at 1:30 PM.
Vendors interested in attending the Site Walk must RSVP by contacting
[email protected] by 10/21/20 at 5:00pm PT. The site walk will be held in accordance
with COVID-19 safety protocols based on information available from the Centers for Disease
Control and Prevention (CDC), local county health department requirements, as well as best
practices. In order to minimize the spread of COIVD-19, the City of Goleta is encouraging the
public to follow CDC’s health guidelines. This includes the use of face coverings, combined
with physical distancing, staying home when you feel sick and frequent hand washing.
Additionally, as a precondition to entrance to any City facility or worksite, members of the
public may be required to submit to a temperature test and certify to the fact that they do not
currently present any symptom associated with COVID-19. More information on specific
requirements will be provided to individuals that RSVP to the Site Walk.

Guided access to site will not be available on other dates, and any attempt by a Proposer to
gain access to restricted areas at sites outside of the listed dates may result in disqualification
of the Proposer.

Proposers do not need to attend both the webinar and site walk.

Deadline for Written Questions. Proposers may submit requests for information and
clarification regarding this RFP to the City of Goleta via e-mail only at
[email protected] before 5:00pm PT on October 30, 2020. All questions and requests
for information and clarification received before the stated time and date will be addressed,

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City of Goleta – Request for Proposals
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and responses will be issued to all parties only on the City’s website via Addendum by
November 4th, 2020. Any attempt by a Proposer to contact any other City staff member
regarding this RFP may result in disqualification of the Proposer.

RFP Due Date. The City of Goleta shall receive, no later than 5:00pm PT on November 12,
2020, a digital PDF of the full proposal, including all required signed forms, as well as a
completed Pricing and Proposal form in Microsoft Excel format. All materials shall be
submitted to the City of Goleta via email at [email protected].

Proposal Interviews. During the week of November 16, 2020, the City may conduct
individual interviews with selected Proposers. Those Proposers will comprise a short-list of
preferred vendors and will be notified of the time and virtual location in advance of the
interview. The purpose of these interviews is to confirm information provided in proposals
submitted by the Proposers, and to allow Proposers to respond to City questions and to
provide clarifications and expand on the information provided in their proposals. Each
Proposer shall have their proposed key personnel assigned to the project present as the
primary representatives during this process. Presentation materials shall typically include
Electronic Media (PowerPoint) and supporting materials.

Upon completion of interviews and proposal evaluations, selected Proposer or Proposers

shall be notified, and contract negotiations with the City may begin. If the selected Proposer(s)
are unable to effectively execute contracts with the City, other shortlisted Proposers may be
contacted in an effort to develop the proposed projects.

Award. Any contract(s) for this Project will be awarded to the qualified Proposer able to
effectively negotiate terms for the project that provide the “best value” to the City as
determined solely by the City and its agents. The City reserves the right to reject any or all
proposals or any part of an individual proposal; to waive any irregularity in any proposal; and
to determine which, in its sole judgment, best meet or meets the goals of this RFP.

Confidentiality. The City is a public agency subject to the disclosure requirements of the
California Public Records Act (“CPRA”). If proprietary information is contained in documents
or information submitted to the City, and Proposer claims that such information falls within
one or more CPRA exemptions, Proposer must clearly mark such information “Confidential
and Proprietary”, and identify the specific lines containing the information. In the event of a
request for such information, the City will make best efforts to provide notice to Proposer prior
to such disclosure. If Proposer contends that any documents are exempt from the CPRA and
wishes to prevent disclosure, it shall be required to obtain a protective order, injunctive relief
or other appropriate remedy from an applicable court of law before the City’s deadline for
responding to the request. If Proposer fails to obtain such remedy within the City’s deadline
for responding to the CPRA request, then the City may disclose the requested information.
Proposer further agrees that it shall defend, indemnify and hold City harmless against any
claim, action or litigation (including but not limited to all judgments, costs, fees, and attorneys’
fees) that may result from denial by the City of a CPRA request for information arising from
any representation, or any action (or inaction) by the Proposer. The City reserves the right to
delay production of information which would reveal the number of proposals submitted or the
identities of the Proposers, as well as copies of all proposal documents, until after
negotiations are completed.

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City of Goleta – Request for Proposals
Solar Photovoltaic Microgrid Project

Prevailing Wage Requirements and Other Requirements. Proposers are notified and
informed that they will be subject to and must comply with all of the requirements under the
California Labor Code to pay the general prevailing rate of per diem wages and for holiday
and overtime work to all workers engaged in the performance of any work under the proposed
contracts. Copies of prevailing rates of per diem wages are available from the Department of
Industrial Relations, State of California. Proposer and any subcontractors shall comply with
all federal, state and local laws and regulations applicable to the performance of the work
hereunder, including but not limited to, the California Building Code, local building codes,
utility interconnection regulations, the Americans with Disabilities Act, and any copyright,
patent or trademark law. Proposer’s Failure to comply with any law(s) or regulation(s)
applicable to the performance of the work hereunder shall constitute a breach of contract.

The RFP specifications, terms, conditions, Attachments, and Addenda, and Proposer’s
proposal, in whole or in part, may be incorporated into and made a part of any contract that
is awarded as a result of this RFP.

3. SUBMITTAL REQUIREMENTS

Each Proposer must conform with and be responsive to the submittal formats required by the
City. Any deviation from the standard application forms (where applicable) or failure to provide
the required information may be considered non-responsive and grounds for rejection of the
proposal. The City may reject any or all proposals or any part of an individual proposal, or
waive any irregularities in any responses received, at its sole discretion. Submittals for past
projects with the City are not applicable to this RFP.

Proposal submittals must be submitted as a single electronic PDF file (with Attachment D as
a separate Excel spreadsheet file—see Proposal Section 10 below), and must follow the
ordering format as shown below:

Section 1. Executive Summary, to include: high-level description of the professional

background of company and project team, proposed project scope, project
management approach, proposed PV systems, proposed battery energy storage
systems, financing methods and track record, and description of relevant company
experience with equivalent projects.

Section 2. Description of relevant project experience for organizational team

members and key personnel, both prior to and during their time at the current firm.
Description of the Proposer team structure, including firm address(es), key contacts,
and roles in the proposed project for each Proposer team member.

Section 3. Minimum of five (5) references for successfully completed projects of

similar size and scope, with contact information for each client’s key project liaison.
Proposers should focus on PV and battery storage projects that a) were capable of
islanding from the grid and providing back-up power; b) were contracted with public
agencies; and/or c) were developed through a financed option, such as a PPA. Note
that the City and/or its designated representatives may contact some or all of the
provided references. The City reserves the right to: (a) check all, any, or no references

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City of Goleta – Request for Proposals
Solar Photovoltaic Microgrid Project

that the City deems necessary, to assess a firm’s past performance; (b) contact all or
as many references the City determines are representative projects demonstrating
experience that is relevant to this scope of services; and (c) check any other
reference(s) that might be indicated through the explicitly specified contacts or that
result from communication with other entities involved with similar projects, including
other industry sources and users of similar services known to the City.

Section 4. Preliminary PV system design and microgrid system design that adhere to
design specifications in Attachment B, and to include:
o Site overview with proposed module layout, including proposed azimuth and
tilt;
o Product spec sheets for proposed racking, modules, smart inverters, and
monitoring;
o Product warranty information for proposed racking, modules, and inverter; and
o First-year system production estimates, as demonstrated and detailed by an
industry-recognized modeling tool. Production estimates shall accurately
reflect location and proposed system specifications (components, azimuth, tilt,
under-module clearance, etc.). Production estimates from the modeling tool
must be used for completing Attachment D, as noted in Section 10 below.
Additional documentation of modeling outputs may be requested to confirm
methodologies and accuracy.
o Narrative describing steps taken to ensure that the PV-only system is
microgrid-ready, as applicable
o Battery storage specifications including energy (kWh), power (kW), chemistry,
manufacturer, model and any other information deemed pertinent by the
Proposer.
o List of balance of system equipment required, including manufacturer and
model, such as microgrid controller, smart panels, relays and any other
equipment required to achieve the operational goals of the microgrid.
o A discussion of the monitoring platform associated with the system and how it
enables the City to track system performance and emissions reductions.

Section 5. Description of microgrid architecture and how each aspect of the system;
existing generator, PV, battery energy storage, smart panels and other balance of
system equipment, is integrated by the microgrid controller and any associated
software into a cohesive system. This section shall describe the operations of the
system in “on-grid” and “off-grid” mode, including a detailed list of the services to be
provided under each mode. If grid services could be provided by the system during
on-grid mode, this section should describe how that is enabled by the control
architecture.

The proposed load shed strategy, including the equipment required, to isolate critical
loads should also be described.

Section 6. Analysis illustrating the expected resilience that can be provided by the
proposed system size. As described in Project Background and Instructions, the
City is seeking a system that can provide 48 hours of carbon free back up power to

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City of Goleta – Request for Proposals
Solar Photovoltaic Microgrid Project

support critical loads. This section should describe how the proposed system is
sufficient to meet this requirement. The resulting extended resilience duration that
could be provided by leveraging the existing generator should then be calculated. A
probability distribution showing the chance of sustaining critical loads across a range
of outage durations occurring at different times throughout the year is the desired
presentation of this analysis. As discussed in the Project Background and
Instructions, the City does not require the system to be optimized to provide extended
resilience but is interested in the duration of that resilience once the system is
optimized for bill savings and 48 hour back-up power.

If a Proposer deems it advantageous from a cost or technology perspective to support

a smaller critical load than those described in Attachment A, that approach should be
described here.

Section 7. Financial analysis of impact of proposed distributed energy resource

development on current facility electricity bills and cash flows summarizing the cost-
benefit proposition of the entire project, for all proposed financing methods across a
PV-only and an integrated microgrid scenario. Proposers shall also describe all
incentives being leveraged as part of the project and illustrate the impact of these
incentives on the project cash flows.

See Attachment A for historical energy usage and critical load information. See Pricing
and Assumptions part of Section 1 of this RFP for additional information for developing
pro forma financial analyses.

Section 8. If applicable, alternative financing option(s) beyond PPA and direct

purchase, such as a Microgrid Services Agreement. Describe terms and conditions
and indicate costs and benefits to the City of proceeding with alternative financing.
Proposer should include documentation of each alternative financing option included,
either via a separate spreadsheet or other format, to a similar degree of detail to that
required for the PPA and direct purchase options in Attachment D. If not applicable,
state “Not Applicable”.

Section 9. High-level overall project schedule for the project, assuming contract
negotiations beginning in December 2020. Proposer should note mandatory
project milestones and deadlines needed to ensure the equipment safe harbor
required to maximize ITC benefits by securing the 2020 ITC percentage.

Section 10. Proof of valid and current Contractor’s license. Only Proposers with a
California B, C-10, and/or C-46 Contractor’s license and who have been approved
through this process will be eligible to contract for the Project.

Section 11. Cost proposal for power purchase agreements and direct purchase of
Systems, including payment of Prevailing Wages, which must be submitted on the
form included as Attachment D. Pricing for the microgrid-ready PV-only system and
integrated microgrid system must be provided separately enabling the City to
understand the incremental cost increase required for a microgrid. Pricing for 20-year
Operations and Maintenance shall be included as a separate line item, which will be

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Solar Photovoltaic Microgrid Project

evaluated with and separately from the direct purchase price. Pricing for proposed
electric vehicle charging stations shall also be included as a separate line item and
will be evaluated with and separately from the direct purchase price. Pricing must
include all aspects of providing a turn-key PV-only and also a microgrid system and
must address the requirements and constraints noted in Attachment B and
foreseeable contracting and site conditions, including, but not limited to, those
identified in Attachment A, site walks, and RFP Addenda.

Attachment D also requires the input of proposed system components and projected
solar generation, which must match production modeled as described in Proposal
Section 4 above. In the electronic submittal, Attachment D must be attached in
Microsoft Excel spreadsheet format (.xls or .xlsx).

Section 12. Template PPA contract and all related contracts and attachments for
review by the City. Selection of a preferred vendor shall in no way imply acceptance
of provided template contracts or terms. Any exceptions to the Key Contract Terms
and Conditions in Attachment C of this RFP must be stated in this section.

Section 13. Signed Response Checklist & Non-Collusion Declaration Form

(Attachment E).

Cost of Proposal Development. The City shall not bear any financial responsibility for costs
incurred by the Proposer in responding to this RFP or any subsequent proposal, whether or
not the Proposer’s proposal is successful, including the costs for bonding, legal costs for any
reason, visitation costs, reproduction, postage/mailing and other related costs.

4. EVALUATION & SELECTION

Requirements for Qualifications. The RFP evaluation is solely for the purpose of
determining which Proposers are deemed responsible, qualified, and able to offer the best
value to the City. Qualifications of applicants will be reviewed and determined by the City and
their consultants based upon the submitted documents and any other information available
to them. Applicants may be asked to submit additional information pertinent to the Projects,
or to be present for a virtual interview. The City also reserves the right to investigate and rely
upon information from other available sources in addition to any documents or information
submitted by the Proposer.

The City retains the sole discretion to determine issues of compliance and to determine
whether a Proposer is responsive and responsible. The City will determine a Proposer’s
quality, fitness and capacity to perform the project satisfactorily. Each submittal will be judged
as a demonstration of the Proposer’s capabilities of delivering the services requested with
high quality and low total lifetime costs. Evaluation of the responses will be based on a
competitive selection process, in which the evaluation of proposals will not be limited to price
alone. The Selection Committee’s decision will be based on the evaluation of several factors
including, but not limited to, the following:

Proposer Qualifications & Experience (25 points):

• Strength of qualifications and experience of partner firms and key personnel

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City of Goleta – Request for Proposals
Solar Photovoltaic Microgrid Project

• Strength of project references with regards to customer satisfaction, completion of

projects equivalent to those included in this RFP, and success in maintaining
project budgets and schedules
• Financial stability and proof of funding for these projects with proven financing
track record
Technical Proposal (20 points):
• Preliminary system designs appropriate for site needs and accounting for site
conditions
• Module, inverter, racking, battery cells, panels and monitoring components are
high-quality, available, and have strong track record and warranty coverage, with
stable and financially strong manufacturers
• Microgrid architecture described is capable of meeting all City requirements and is
clearly presented
• Projected energy production is realistic and appropriate
• Projected resilience duration meets City goals
Project Costs (40 points):
• PPA levelized cost of energy over 20-year contract term
• Direct Purchase cost
• Operations & Maintenance costs over first 20 years of system life
• Financial analysis of total system costs and benefits, including possible rate
schedule changes
Implementation Plan and Schedule (10 points):
• Project schedule is realistic and accounts for maximization of ITC benefits
• Proposal is complete and addresses requirements and preferences stated in the
RFP and demonstrates experience working with public agencies
Contract Terms & Conditions (5 points):
• Ability to work with desired Participant Contract Terms and Conditions

The City will develop preliminary scores, which will then be augmented for short-list Proposers
during or after Proposer interviews. The Proposer with the highest consensus score will be
invited to enter into contract negotiations with the City.

Proposers are urged to review evaluation factors listed above and tailor the response in order
to provide clarity in all areas including, but not limited to, financial options and cash flow
analysis, technical design, projected system production, warranties, performance
guarantees, and company experience.

5. TERMS & CONDITIONS

If there are any conflicts between the terms and conditions of the RFP and any applicable
federal or local law or regulation, or any ambiguity related thereto, then the provisions of the
applicable law or regulation shall control and it shall be the responsibility of the Proposer to
ensure compliance.

Public Appropriations. The City is a public agency and, as such, are subject to annual
review and approval of expenditures and appropriation of funds for capital projects and
operational expenses including, but not limited to, new construction, facilities, staffing,
energy, and operations. While it is not the intent of the City to withhold payments or terminate

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operations, this may occur due to unforeseen events. Therefore, Proposer PPAs may be
required to include appropriate terms and conditions to accommodate the potential for this to
occur, as required by public law.

Additional contract terms and conditions are provided in Attachment C that must be reviewed
by Proposers, and any exceptions must be addressed in their proposals.

Multiple or Late Proposals Not Allowed. Only one Proposal will be accepted from any one
person, partnership, corporation or other entity; however, alternative proposals may be
included in one Proposal. Proposals received after the Submittal Deadline may not be
considered for award and may be returned to Proposers unopened. Each Proposer is
responsible for the timely and correct delivery of their Proposal.

Reservations. At its sole discretion, City reserves the right to take the following actions at
any time and for its own convenience:
• Reject any and all Proposals, without indicating any reasons for such rejection;
• Waive or correct any minor or inadvertent defect, irregularity or technical error in
any Proposal or procedure, as part of the Proposal or any subsequent negotiation
process;
• Withdraw this RFP and issue a new Request for Proposals anytime thereafter;
• Procure any materials or services specified in the RFP by other means;
• Extend any or all deadlines specified in the RFP, including deadlines for accepting
proposals, by issuance of an Addendum at any time prior to the deadline for receipt
of responses to the RFP;
• Disqualify any Respondent on the basis of any real or perceived conflict of interest
or evidence of collusion that is disclosed by the RFP or other data available to the
City. Such disqualification is at the sole discretion of the City;
• Reject the Proposal of any Respondent that is in breach of or in default under any
other agreement with the City; and/or
• Reject any Respondent deemed by the City to be non-responsive, unreliable, or
unqualified.

Withdrawals of Proposals. By formal written notice, Proposer’s Authorized Representative

may modify or withdraw the Proposal before the Submittal Deadline. Proposals not withdrawn
before the Submittal Deadline will become the property of the City.

Interpretation. Should any discrepancies or omissions be found in the Proposal, or doubt as

to its meaning, the Respondent shall notify the City in writing at once (e-mail is acceptable).
The City may issue written instructions or addenda to all participants in this RFP process. No
oral statement of interpretation by City staff or consultants shall be binding. Questions must
be received by deadline established in the RFP schedule. All RFP addenda issued may be
incorporated into the Contract.

Inclusion of Documents. This RFP, all addenda, and successful proposal may be
incorporated as part of any final Contract.

Compliance with Laws. Proposer shall comply with all applicable federal, state and local
rules, regulations and laws.

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Indemnity and Insurance Requirements. Certificates of Insurance for General Liability,

Automobile, and Worker’s Compensation must be provided to the City of Goleta, Risk
Management, before contract is signed and must remain in effect throughout the entire term
of the Contract; reference Attachment C. The City reserves the right to withhold payments to
Proposer or cancel contract in the event of non-compliance with the insurance requirements
outlined above.

Independent Contractor Status. Proposer and City have reviewed and considered the
principal test and secondary factors below and agree that Proposer is an independent
contractor and not an employee of City. Proposer is responsible for all insurance (workers’
compensation, unemployment, etc.) and all payroll related taxes. Proposer is not entitled to
any employee benefits. The City agrees that Proposer shall have the right to control the
manner and means of accomplishing the result contracted for herein.
A. Principal Test: The Proposer rather than City has the right to control the manner
and means of accomplishing the result contracted for.
B. Secondary Factors: (a) The extent of control which, by agreement, City may
exercise over the details of the work is slight rather than substantial; (b) Proposer is
engaged in a distinct occupation or business; (c) In the locality, the work to be done
by Proposer is usually done by a specialist without supervision, rather than under the
direction of an employer; (d) The skill required in the particular occupation is
substantial rather than slight; (e) The Proposer rather than the City supplies the
instrumentalities, tools and work place; (f) The length of time for which Proposer is
engaged is of limited duration rather than indefinite; (g) The method of payment of
Proposer is by the job rather than by the time; (h) The work is part of a special or
permissive activity, program, or project, rather than part of the regular business of City;
(i) the Proposer and City believe they are creating an independent contractor
relationship rather than an employer-employee relationship; and (j) the City conducts
public business.

It is recognized that it is not necessary that all secondary factors support creation of an
independent contractor relationship, but rather that overall, there are significant secondary
factors that indicate that Proposer is an independent contractor.

Retention and Audit of Records. Proposer shall retain records pertinent to any Agreement
arising from this RFP for a period of not less than five (5) years after final payment under that
Agreement or until a final audit report is accepted by the City, whichever occurs first. Proposer
hereby agrees to be subject to the examination and audit by the City of Goleta Finance
Department, the Auditor General of the State of California, or the designee of either for a
period of five (5) years after final payment under such Agreement.

End of main document. Attachments follow.

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ATTACHMENT A: SITE TECHNICAL OVERVIEW DOCUMENTS

1. Site Specification Sheets & Technical Constraint Summary

Available for download on City’s Website.

2. Historical Electricity Usage

Available upon request. Historical electricity usage from 2019 will be provided
in 15-minute intervals. The profile provided has been scaled by square footage
(51% increase) to represent expected increase in usage from the City
expanding operations into the entire building.

3. Modeled Critical Load Profile

Available upon request. An estimated hourly profile of the City’s critical loads.
This load profile is intended for modeling purposes only and does not represent
the exact critical loads of the facility.

4. Facility Plan Set Sheets

Available for download on City’s Website. A complete single line diagram of the
facility is not available. All information possessed by the City related to
electrical infrastructure on site is provided. Additional information collected by
the City will be shared with interested Proposers as it becomes available.

5. Existing Generator Specifications

Available for download on City’s Website.

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ATTACHMENT B: PV SYSTEM TECHNICAL SPECIFICATIONS AND REQUIREMENTS

Table of Contents
1. Site Access ......................................................................................................................... 18
2. Project Management .......................................................................................................... 18
2.1 Project Manager.................................................................................................................18
2.2 Project Schedule ................................................................................................................18
2.3 Submittals ..........................................................................................................................19
2.4 Solar and Storage Incentives .............................................................................................20
2.5 Interconnection ..................................................................................................................20
3. System Design.................................................................................................................... 20
3.1 Design Review Process/ Phases .......................................................................................20
3.2 Contractors’ License Classification ....................................................................................21
3.3 Design Submittals ..............................................................................................................21
3.3.1 Plan Set ..........................................................................................................................21
3.3.2 Production Modeling .......................................................................................................22
3.4 Permits and approvals .......................................................................................................22
3.5 Technical Requirements ....................................................................................................23
3.5.1 General Considerations ..................................................................................................23
3.5.2 Electrical Design Standards............................................................................................23
3.5.3 Modules ..........................................................................................................................23
3.5.4 Battery Cells ...................................................................................................................24
3.5.5 Inverters .........................................................................................................................24
3.5.6 Electrical Balance of System Components .....................................................................25
3.5.7 Mounting Systems ..........................................................................................................25
3.5.8 Corrosion Control ...........................................................................................................26
3.5.9 Roofing Requirements ....................................................................................................26
3.5.10 Shade Structure Requirements ...................................................................................27
3.5.11 Ancillary Equipment Enclosures ..................................................................................27
3.5.12 Placards and Signage .................................................................................................28
3.5.13 Infrastructure for Ground Mount Systems ...................................................................28
3.5.14 Wiring and Cabling Runs.............................................................................................28
3.5.15 Grounding and Bonding ..............................................................................................29
3.5.16 Shade Structure Lighting .............................................................................................30
3.5.17 Monitoring System, DAS, and Reporting .....................................................................30
3.5.18 FAA Requirements ......................................................................................................32
3.6 Warranties .........................................................................................................................32
4. Procurement/Construction ................................................................................................ 32
5. Testing and Commissioning ............................................................................................. 34
6. Operations and Maintenance ............................................................................................ 37

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1. Site Access

Contractor shall conform to all City rules and requirements for accessing sites. The City or
the applicable Authority Having Jurisdiction may regulate road usage, road closures, number
of vehicles, access points, etc. Site visits shall be approved, and proper check-in
requirements must be followed. Contractor shall provide signage and/or electronic notification
of possible operational impacts upon City request. Unless otherwise determined by City,
Contractor shall be responsible for providing bathroom and storage facilities for all workers
on-site, and shall be responsible for procuring, installing, securing, and removing temporary
security fencing and scaffolding.

2. Project Management

2.1 PROJECT MANAGER

Contractor shall assign a Project Manager from their firm upon execution of the Agreement
and receipt of Notice to Proceed. The Project Manager shall ensure that all contract,
schedule, and reporting requirements of the Project are met and shall be the primary point of
contact for the City.

2.2 PROJECT SCHEDULE

A Project Schedule is to be prepared and submitted to the City within 10 days of Agreement
execution. The City will review and approve the Project Schedule prior to the initiation of work.
Updates shall be submitted every other week, though the City may allow less frequent
updates at their discretion. The submittal shall be a Critical Path Method (CPM) schedule
describing all Project activities including design, equipment procurement, construction, and
commissioning. In particular, Contractor shall include City review of submittals on the Critical
Path. The schedule shall also reflect the requirement that construction activities must be
coordinated to minimize impacts on normal operations at each site, including ongoing
construction activities.

Sufficient information shall be shown on the Project Schedule to enable proper control and
monitoring of the Work. The Project Schedule shall show the intended time for starting and
completing each activity; the duration of each activity; submittal and approval times; design;
delivery of materials, equipment and software; all testing; and other significant items related
to the progress of the Work. The Project Schedule shall include a CPM network diagram of
sufficient detail to show how Mandatory Milestones are intended to be met. If a schedule
submitted by Contractor includes changes affecting the achievement of Mandatory
Milestones, Contractor should clearly identify and justify those changes.

Contractor is encouraged to phase the Work in a way that supports efficient and effective
delivery of design and build services. The following Mandatory Milestones shall be reflected

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in the schedule and where applicable, represents the dates upon which each milestone is to
be achieved for all sites in this Agreement.

Mandatory Milestones
Mandatory Milestone Date
50% Schematic Design submittal
90% Design Development submittal
100% Construction Documents submittal for
permitting
Approved Construction Documents
Notice to Proceed
Mobilization
Substantial Completion
Final Completion

2.3 SUBMITTALS

Contractor shall provide the following submittals as part of the performance of the Work. The
cost of developing and providing submittals shall be included in the Project price.

Agreement Submittals
Exhibit D.1
Submittal Submittal Date Section
I. System Design TBD
a. System Design
Documentation At each design milestone TBD
At Construction Documents
b. Warranties milestone TBD
At Construction Documents
c. Testing Plan milestone TBD
At Construction Documents
d. Power production modeling milestone TBD
II. Procurements and
Construction TBD
a. Safety Plan 30 days before commencement of
TBD
construction
b. As-built Documentation After completion of Proving Period TBD
III. Testing TBD
a. Acceptance Test Results After Acceptance Test TBD
b. Startup Test Results After Startup Test TBD

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c. Monitoring Data (Proving Continually throughout Proving

Period) Period TBD
d. Proving Period Report 30 days after System Startup TBD
IV. Training TBD
a. Training Materials 30 days before Training Session TBD
b. Monitoring Manual 30 days before Training Session TBD
c. Operations & Maintenance
Manual 30 days before Training Session TBD

2.4 SOLAR AND STORAGE INCENTIVES

Where applicable, Contractor shall submit applications for all available energy incentives or,
should the City already have submitted such applications, assume responsibility for all future
requirements (agreements, submittals, etc.) related to these programs. This includes actions
necessary to ensure compliance with the Utility net metering program and all interconnection
agreements and related documents for City participation and utilization of the benefits of each
applicable program. Contractor shall attend all site verification visits conducted by the
applicable public utility or Governmental Authority and shall assist the City in satisfying the
requirements of the incentive program. Contractor shall be responsible for providing updated
documentation to incentive program administrators throughout the project, as required by
rules of the relevant incentive programs.

2.5 INTERCONNECTION

Contractor shall be responsible for preparing, submitting, and procuring interconnection

application through appropriate utility and department. Contractor shall accept responsibility
for payment for utility interconnection studies and/or project management that are anticipated
and required. All anticipated utility work (e.g. transformer installation, meter addition) shall be
the responsibility of the Contractor. At project completion, Contractor shall confirm Permission
To Operate with the utility, and shall verify most financially-beneficial rate schedule and billing
for the City.

Contractor must comply with all interconnection requirements. Systems installed as part of
this project will take advantage of Net Energy Metering (NEM), unless specified otherwise by
City or its agents. Contractor shall be responsible for ensuring the system design and
interconnection qualifies for NEM, as applicable.

3. System Design

3.1 DESIGN REVIEW PROCESS/ PHASES

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The City will review and approve design documentation based on the requirements in this
RFP and as detailed in Section 3.3 of this document. The City may request additional
documents as needed. Prior to the first design submission, the Contractor and City shall
agree upon precise organization and format of the design submittals. The City will review all
submittals, provide written comments, and conduct Design Review Meetings for each stage
of the process. Contractor shall provide additional detail, as required, at each successive
stage of the Design Review. Contractor shall not order equipment and materials until
Schematic Design submittals have been approved. Contractor shall not begin construction
until Construction Documents have been approved and all required permits have been
obtained. The City will formally approve, in writing, each phase of the design and is the sole
arbiter of whether each phase of the design has been completed. The Contractor shall not
enter a subsequent design phase without the approval of the City.

Contractor is responsible for providing designs approved by the appropriate professional

engineers registered in the State of California. Costs for engineering reviews and approvals
shall be borne by the Contractor. System designs must consider City aesthetic issues and
not conflict with any current City operations.

3.2 CONTRACTORS’ LICENSE CLASSIFICATION

The City requires that Respondents possess, at the time of submission of a Proposal, at the
time of award of the Agreement and at all time during construction activities, a General
Contractor License (B), Electrical Contractor License (C-10), or Solar Contractor License (C-
46). It shall be acceptable for a Respondent that does not possess a C-10 or C-46 License
to list a Subcontractor with a C-10 or C-46 License.

3.3 DESIGN SUBMITTALS

3.3.1 Plan Set

Contractor shall prepare a comprehensive submittal package for each phase of the Work that
will be reviewed and approved by the City. At a minimum, each submittal package shall
include the elements required to convey in sufficient detail the following for each phase of the
design, as applicable:

• Site Layout Drawings, with distances from roof edges and existing buildings and
equipment
• Underground Utilities
• Construction Specifications (trenching, mounting, etc.)
• Equipment Layout Drawings
• Electrical Single-Line and Three-Line Diagrams

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• Module Stringing Diagrams

• Electric Wire and Conduit Schedule
• Electrical Warning Labels & Placards Plans
• Lighting Plan (for shade structures)
• Architectural Drawings
• Structural/Mechanical Drawings, including roof penetration details
• Geotechnical and/or Surveyor Drawings and Studies
• Manufacturer’s Cut Sheets with Equipment Specifications
• Data Acquisition System (DAS) Specifications, Cut Sheets, and Data Specifications

Contractor shall include adequate time for City review and approval of submittals, as well as
re-submittals and re-reviews. Minimum City review time shall be ten (10) business days from
the date of receipt of each submittal package during each phase of the Design Review.

3.3.2 Production Modeling

Production modeling of the PV systems shall be performed using HelioScope, System

Advisor Model (SAM), PVSYST, or equivalent modeling software using TMY3 weather data
for the location closest to the site. The simulations shall accurately simulate energy production
for proposed system layouts, sizes, and orientation. It is critical that PV production models
are accurate with all methodology and assumptions described. The City or its agents will
independently verify production models are accurate to the designed systems and utilize
simulation results for economic evaluations. Contractor shall be responsible for updating the
production models each time sufficient changes are made to the proposed system designs
that will impact production.

Contractor shall avoid excessive shading on modules to the extent possible. Where shading
losses are encountered, Contractor shall perform a shading analysis justifying the basis for
their design and explaining why shading does not create an adverse performance and/or
economic impact.

3.4 PERMITS AND APPROVALS

Construction Documents must be reviewed and approved by all authorities having jurisdiction
(AHJs) over the work, which may include, but are not limited to: the City, the City or County
in which the work is being done, and the utility. Contractor shall be responsible for obtaining
all approvals and shall account for permitting and inspection requirements in their system
designs, project pricing, and schedule. Contractor shall attend all site verification visits
conducted by the applicable public utility or Governmental Authority, including any special
inspections for trenching, rebar, concrete, welding, and roof attachment work, according to

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AHJ requirements. The City will not grant Contractor relief based on Contractor’s incomplete
or incorrect understanding of permitting and approval requirements.

3.5 TECHNICAL REQUIREMENTS

3.5.1 General Considerations

All documentation and components furnished by Contractor shall be developed, designed,

and/or fabricated using high quality design, materials, and workmanship meeting the
requirements of the City and all applicable industry codes and standards. The installations
shall comply with at least, but not limited to, the latest approved versions of the International
Building Code (IBC), National Electrical Code (NEC), Utility Interconnection Requirements,
California Building Standards Commission Codes, and all other federal, state, and local
jurisdictions having authority.

3.5.2 Electrical Design Standards

The design, products, and installation shall comply with at least, but not limited to, the
following electrical industry standards, wherever applicable:

• National Electric Code (NEC)

• Illumination Engineering Society of North America (IESNA) Lighting Standards
• Institute of Electrical and Electronics Engineers (IEEE) Standards
• National Electrical Manufacturers Association (NEMA)
• Underwriters Laboratories, Inc. (UL)
• National Fire Protection Association (NFPA)
• California Public Utility Commission (CPUC) and Utility Requirements
• American National Standards Institute (ANSI)
• Occupational Health and Safety Administration (OSHA)
• International Code Council (ICC) Codes
• California Building Standards Commission (BSC) Codes

3.5.3 Modules

In addition to the above, the PV modules proposed by Contractor shall comply with at least,
but not limited to, the following:

• IEEE 1262 “Recommended Practice for Qualifications of Photovoltaic Modules”.

• System modules shall be UL1703 listed and CEC listed.

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• Modules shall be new, undamaged, fully warranted without defect.

• If PV modules using hazardous materials are to be provided, then the environmental
impact of the hazardous material usage must be disclosed, including any special
maintenance requirements and proper disposal/recycling of the modules at the end of
their useful life.

3.5.4 Battery Cells

In addition to complying with applicable standards listed under 3.5.2, battery cells proposed
by Contractor shall comply with appropriate fire safety standards including, but not limited
to, the following:

• NFPA 855
• UL 1642 Standard for Lithium Batteries (Cells)
• UL 9540 Standard for Energy Storage Systems and Equipment

3.5.5 Inverters

In addition to the above, inverters proposed by Contractor must comply with at least, but not
limited to the following:

• Inverters shall be suitable for grid interconnection and shall be compliant with all Utility
interconnection requirements, including those requiring rapid shut-off capabilities.
• IEEE 929-2000 – “Recommended Practice for Utility Interface of Photovoltaic
Systems”.
• Inverters shall be UL 1741 and IEEE 1547 compliant.
• Inverters shall be CEC-listed with an efficiency of 95.5% or higher.
• Inverters must automatically reset and resume normal operation after a power limiting
operation.
• Inverters shall be sized to provide maximum power point tracking for voltage and
current range expected from PV array for temperatures and solar insolation conditions
expected for Project conditions.
• Enclosures shall be rated NEMA 3R when the inverter is located outdoors. For outdoor
installations in corrosive environments, NEMA 4X series 300 stainless steel
enclosures must be used.
• Inverter selection shall consider anticipated noise levels produced and minimize
interference with City activities.

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3.5.6 Electrical Balance of System Components

• Each proposed PV system shall include, at a minimum, one fused DC disconnect and
one fused AC disconnect for safety and maintenance concerns.
• String combiner boxes shall be arc-fault-detecting, load-break, disconnecting types,
such that opening the combiner boxes shall break the circuit between combiner box
feeders and inverters.
• All wiring materials and methods must adhere to industry-standard best practices, and
all inter-module connections must require the use of a specialized tool for
disconnecting.

3.5.7 Mounting Systems

The mounting systems shall be designed and installed such that the PV modules may be
fixed or tracking with reliable components proven in similar projects, and shall be designed to
resist dead load, live load, corrosion, UV degradation, snow loads, wind loads, and seismic
loads appropriate to the geographic area over the expected 25-year lifetime. Contractor shall
conduct an analysis, and submit evidence thereof, including calculations, of each structure
affected by the performance of the scope described herein, and all attachments and
amendments. The analysis shall demonstrate that existing structures are not compromised
or adversely impacted by the installation of PV, equipment, or other activity related to this
scope. Mounting systems must also meet the following requirements at a minimum:

• All structural components, including array structures, shall be designed in a manner

commensurate with attaining a minimum 25-year design life. Particular attention shall
be given to the prevention of corrosion at the connections between dissimilar metals
and to withstanding significant snow loads.
• Thermal loads caused by fluctuations of component and ambient temperatures shall
be accounted for in the design and selection of mounting systems such that neither
the mounting system nor the surface on which it is mounted shall degrade or be
damaged over time.
• Each PV module mounting system must be certified by the module manufacturer as
(1) an acceptable mounting system that shall not void the module warranty, and (2)
that it conforms to the module manufacturer’s mounting parameters.
• For unframed modules, bolted and similar connections shall be non-corrosive and
include locking devices designed to prevent twisting over the 25-year design life of the
PV system.
• Final coating and paint colors shall be reviewed and approved by the City during
Design Review.

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• Painting or other coatings must not interfere with the grounding and bonding of the
array.

3.5.8 Corrosion Control

In addition to the above, Corrosion Control proposed by Contractor must comply with at
least, but not limited to the following requirements:
• Fasteners and hardware throughout system shall be stainless steel or material of
equivalent corrosion resistance
• Racking components shall be anodized aluminum, hot-dipped galvanized steel, or
material of equivalent corrosion resistance
• Unprotected steel not to be used in any components
• Each PV system and associated components must be designed and selected to
withstand the environmental conditions of the site (e.g., snow, temperature extremes,
winds, rain, flooding, etc.) to which they will be exposed.

3.5.9 Roofing Requirements

The installation of PV modules, inverters and other equipment shall provide adequate room
for access and maintenance of existing equipment on the building roofs. A minimum of three
feet of clearance will be provided between PV equipment and existing mechanical equipment
and other equipment mounted on the roof. Clearance guidelines of the local fire marshal shall
be followed. The installation of solar systems will be reviewed for code compliance and
adherence to the California State Fire Marshal Solar Photovoltaic Installation Guideline. The
PV equipment shall not be installed in a way that obstructs airflow into or out of building
systems or equipment.

Proposed roof top mounted systems may be ballasted or penetrating systems and must meet
or exceed the following requirements:

• Systems shall not exceed the ability of the existing structure to support the entire solar
system and withstand increased wind uplift and seismic loads. The capability of the
existing structure to support proposed solar systems shall be verified by Contractor
prior to design approval.
• Roof penetrations, if part of the mounting solution, shall be kept to a minimum.
• Contractor shall perform all work so that existing roof warranties shall not be voided,
reduced, or otherwise negatively impacted. As part of the design submittals,
Contractor shall include signed certificates from the roofing manufacturer stating:
o The roofing contractor is certified installer of Complete Roofing System.

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o The manufacturer’s Technical Representative is qualified and authorized to

approve project.
o Project Plans and specs meet the requirements of the warranty of the
Complete Roofing System for the specified period.
o Existing warranty incorporates the new roofing work and flashing work.
• No work shall compromise roof drainage, cause damming or standing water or cause
excessive soil build-up.
• All materials and/or sealants must be chemically compatible.
• All penetrations shall be waterproofed.
• City shall approve in writing the detail(s) for the sealing of any roof penetrations, as
part of system design review and approval. Approval must be made prior to Contractor
proceeding with work. The City will also make available the manufacturer for the
existing roof in consultation with Contractor as part of the design process.
• Contractor is responsible for remediating any damage to roofing material during
installation of solar systems.

3.5.10 Shade Structure Requirements

Contractor will be responsible for incorporating the following elements in the design and
construction of the System:

• Minimum height: all shade structures shall be designed to have a minimum clear
height of ten (10) feet, unless specified in a Site’s Specification Sheet to be taller to
accommodate larger vehicles at the site.
• All shade structures shall be installed with a fascia surrounding the exposed edge of
the structure’s purlins.
• Shade structures located in parking lots shall have concrete bollards installed around
support posts. The bollards shall extend up to a minimum elevation of 36” above
finished grade. This requirement may be waived at the City’s sole discretion.
• Shade structure columns, beams, and fascia shall be painted to match site colors or
to a color of the City’s approval.

3.5.11 Ancillary Equipment Enclosures

Contractor will be responsible for incorporating the following elements in the design and
construction of the System:

• Location: all ancillary equipment shall be located in a manner that minimizes its impact
to normal City operations and minimizes the visual impacts to the site.

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3.5.12 Placards and Signage

• Placards and signs shall correspond with requirements in the National Electric Code
and the interconnecting utility in terms of appearance, wording, and placement.
• Permanent labels shall be affixed to all electrical enclosures, with nomenclature
matching that found in As-Built Electrical Documents.
• Height clearance signage must be provided for structures with anticipated vehicle or
human traffic underneath.

3.5.13 Infrastructure for Ground Mount Systems

Contractor will be responsible for incorporating the following elements in the design and
construction of the Systems:

• Fencing: the site shall be surrounded by a fence to prevent unauthorized personnel

from gaining access the site. The fence shall be an eight (8) foot high chain link fence
with vinyl privacy slats, unless otherwise stated or agreed to by City.
• Gates shall be installed to enable site access for trucks.
• A pathway a minimum of ten (10) feet wide passable by a maintenance truck shall be
provided within the array fence to allow for access to all equipment enclosed within
the fence area.
• Access to water for maintenance (module cleaning) purposes, as determined
adequate by Contractor and approved by the City.
• Access to low voltage (120V) AC power to power maintenance equipment and
miscellaneous equipment.
• Contractor shall install and ensure activation of sufficient security cameras on site to
monitor array area, connected to the site’s security system, in collaboration with the
City, unless requirement is waived by City.
• Contractor will be responsible for installing an acceptable surface cover material under
and around the modules and throughout the site that provides appropriate weed
control, erosion and dust management. Contractor shall be responsible for ongoing
weed mitigation of the site to reduce impacts of shading on modules.
• Contractor will be responsible for creating an access road to any ground mount system
for maintenance and fire access purposes. The access road shall be passable under
all weather conditions.

3.5.14 Wiring and Cabling Runs

• Contractor shall install all AC conductors in conduit.

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• Direct burial wire will not be acceptable. Conduit buried underground shall be suitable
for the application and compliant with all applicable codes. PVC shall be constructed
of a virgin homopolymer PVC compound and be manufactured according to NEMA
and UL specifications. All PVC conduit feeders shall contain a copper grounding
conductor sized per NEC requirements and continuity shall be maintained throughout
conduit runs and pullboxes. Minimum conduit size shall be ¾”. A tracing/caution tape
must be installed in the trench over all buried conduit.
• Conduit installed using horizontal directional boring (HDB), shall include tracer tape
or traceable conduit. The minimum depth of the conduit shall be per NEC. The Seller
is responsible for demonstrating that all conduits installed utilizing horizontal boring
meets the minimum depth requirement and is solely responsible for any remediation
costs and schedule impacts if the specification is not met. The HDB contractor must
provide documentation of final depth and routes of all conduit installed in horizontal
bores.
• Conduit installed on building roofs shall be installed in a manner to reduce visibility.
Any conduit penetrations through roof surfaces shall not be made within one (1) foot
of the roof edge to reduce visibility. If conduit is installed on the exterior face of any
building, it shall be painted to match the existing building color. In all cases, the visible
impact of conduit runs shall be minimized and the design and placement of conduit
shall be reviewed and approved by the City as part of Design Review.
• All exposed conduit runs over 100-feet in length or passing over building connection
points shall have expansion joints to allow for thermal expansion and building shift.
• Contractor shall install and secure the exposed string cable homeruns along the
beams or structure where any combiner box is installed.
• All exposed string wiring must be installed above the lower surface of the racking
members. Wire loops under framing members are not acceptable.
• Acceptable wire loss in DC circuits is < 1.5% and acceptable wire loss in AC circuits
is < 1.5% as well.
 All cable terminations, excluding module-to-module and module-to-cable harness
connections, shall be permanently labeled.
 All electrical connections and terminations shall be torqued according to manufacturer
specifications and marked/sealed at appropriate torque point.

3.5.15 Grounding and Bonding

• Module ground wiring splices shall be made with irreversible crimp connectors.
• All exposed ground wiring must be routed above the lower surface of any structural
framing.

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3.5.16 Shade Structure Lighting

• Installation of shade structure PV systems in all locations shall include the installation
of new high-efficiency lighting. Installation of shade structure PV systems shall include
the removal of existing security light poles, foundations, and fixtures that are no longer
effective.
• New lighting shall be LED.
• New parking lot fixtures shall be installed to provide parking lot illumination compliant
with IESNA requirements or recommendations for illumination and safety.
• Minimum horizontal illuminance of one (1) foot-candle shall be maintained at ground
level with a uniformity ratio (maximum to minimum) of 15:1.
• The new lighting is required to illuminate the entire parking area and adjacent
pedestrian walkways affected by the removal of existing lights, not just the area under
the PV modules.
• A photometric illumination plot must be submitted for each parking lot showing all
existing lighting and proposed new canopy lighting.
• Submit California Title 24 Outdoor Lighting calculations with all lighting drawings and
show evidence of compliance.
• Photocell controls shall be used in conjunction with a lighting control system for all
exterior lighting and energize lighting when ambient lighting levels fall below two (2)
foot-candles measured horizontally at ground level. Lighting shall also be required to
operate manually without regards to photocell input. Replacement parking lot lighting
shall be served from an existing parking lot lighting circuit and any existing circuits and
existing control function shall be maintained, or if replaced, done so at the approval of
the City.

3.5.17 Monitoring System, DAS, and Reporting

Contractor shall design, build, activate and ensure proper functioning of Data Acquisition
Systems (DAS) that enable the City to track the performance of the PV Systems as well as
environmental conditions through an online web-enabled graphical user interface and
information displays. Contractor shall provide equipment to connect the DAS via existing
hardline, Wi-Fi network, or cellular data network at all locations. The means of data
connection will be determined during design.

The DAS(s) shall provide access to at least the following data:

• Instantaneous AC system output (kW)

• PV System production (kWh) over pre-defined intervals that may be user configured
• In-plane irradiance

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• Ambient and cell temperature

• Inverter status flags and general system status information
• System availability
• Site Load information. Available load data for the meter the system is connected to
shall be collected by the solar monitoring solution as part of the DAS.

Environmental data (temperatures and irradiance) shall be collected via an individual weather
station installed at the site

Data collected by the DAS shall be presented in an online web interface, accessible from any
computer through the Internet with appropriate security (e.g., password-controlled access).
The user interface shall allow visualization of the data at least in the following increments: 15
minutes, hour, day, week, month, and year. The interface shall access data recorded in a
server that may be stored on-site or remotely with unfettered access by the City for the life of
the Project. The online interface shall enable users to export all available data in Excel or
ASCII comma-separated format for further analysis and data shall be downloadable in at least
15-minute intervals for daily, weekly, monthly and annual production.

The Monitoring system shall enable City staff to diagnose potential problems and perform
remediating action. The monitoring system shall provide alerts when the system is not
functioning within acceptable operating parameters. These parameters shall be defined
during the design phase of the Project and specified in the DAS design document. At a
minimum, City shall have the ability to compare irradiance to simultaneous power production
measurements through linear regression analysis.

Additionally, Contractor shall make available, at no additional cost, the following reports for a
term of 5 years after Final Completion of the project:

• Monthly Production report shall be available online to the City personnel.

• System performance data shall be made available electronically to the City in a format
and at a frequency to be determined during the Design Review process.
• Additional reports shall be made available to the City to assist the City in reconciling
system output with utility bills and the production guarantee, as determined in the
Design Review process.
A Monitoring Manual shall be provided to the City in printed or on-line form that describes
how to use the monitoring system, including the export of data and the creation of custom
reports.

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3.5.18 FAA Requirements

Contractor shall be responsible to submit the appropriate FAA Form 7460-1, along with any
other required forms and documentation, for all proposed PV systems within the approach or
takeoff paths or on the property of airports as defined by the Code of Federal Regulations
Title 14 Part 77.9.

3.6 WARRANTIES

Contractor shall provide a comprehensive ten (10) year warranty on all system components
against defects in materials and workmanship under normal application, installation, and use
and service conditions.

Additionally, the following minimum warranties are required:

• PV Modules: The PV modules are to be warranted against degradation of power

output of greater than 10% of the original minimum rated power in the first ten (10)
years and greater than 20% in the first twenty (25) years of operation.
• Inverters: Inverters shall carry a minimum 10-year warranty.
• Battery Cells: The battery cells, or cell configurations, used in this project shall carry a
minimum of 10-year warranty.
• Meters: At minimum, meters shall have a five (5) year warranty. For meters integrated
in inverters, the meter warranty period must match the inverter.
• Mounting system: Minimum fifteen (15) year warranty, covering at least structural
integrity and corrosion.
• Balance of system components: The remainder of system components shall carry
manufacturer warranties conforming to industry standards.

All warranties must be documented and be fully transferable to the City.

All work performed by Contractor must not render void, violate, or otherwise jeopardize any
preexisting City facility or building warranties or the warranties of system components.

4. Procurement/Construction

4.1 TREE REMOVAL

Any trees that are in the footprint of systems to be installed by the Seller shall be removed by
the Seller at their expense, subject to the approval of the City. A tree shall be considered to
be in the footprint of a system if its canopy would extend over any part of the system, including
structural components or modules. The City will remove or prune, at its discretion, trees

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planted outside of the work area that shade PV systems (at present time or in the foreseeable
future), provided the Seller identifies these trees during the design process. The Seller shall
be responsible for any required tree remediation efforts resulting from tree removal that is
deemed the Seller’s responsibility.

4.2 LINE LOCATION

Contractor will be responsible for locating, identifying and protecting existing underground
utilities conduits, piping, substructures, etc. and ensuring that no damage is inflicted upon
existing infrastructure. In addition to USA Dig and utility line-locating, a private line-locator
must be used for any project requiring underground work.

4.3 QUALITY CONTROL

To ensure safety and quality of the installation, Contractor shall:

• Implement policies and procedures to ensure proper oversight of construction work,

verification of adherence to construction documents and contractual requirements,
and rapid identification and mitigation of issues and risks.
• Utilize best practice methods for communicating progress, performing work according
to the approved Project schedule, and completing the Project on-time.
• Keep the Site clean and orderly throughout the duration of construction. All trash and
rubbish shall be disposed of off-site by licensed waste disposal companies and in
accordance with applicable Law.
• Fully comply with all applicable notification, safety and Work rules (including City
safety standards) when working on or near City facilities.
• Provide Special Inspection for trenching, rebar, concrete, welding, and roof
attachment work, according to AHJ requirements.
• Provide all temporary road and warning signs, flagmen or equipment as required to
safely execute the Work. Street sweeping services shall also be provided as required
to keep any dirt, soil, mud, etc. off of roads. Comply with all state and local storm water
pollution prevention (SWPP) ordinances.

4.4 REMOVAL AND REMEDIATION

Contractor shall remove all construction spoils, abandoned footings, utilities, construction
equipment and other byproducts of construction. All disturbed areas including landscaping,
asphalt, and concrete shall be remediated to be in equal or better condition than found.
Parking lots shall be re-striped if affected by construction operations.

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The site shall be left clean and free of debris or dirt that has accumulated as a result of
construction operations.

5. Testing and Commissioning

Following completion of construction, Contractor shall provide the following services related
to startup and performance testing of the PV systems:

• Acceptance Testing
• Proving Period

A detailed Testing Plan covering each of the phases above shall be submitted and approved
by the City prior to substantial completion of construction. A detailed description of each
phase is provided below.

5.1 ACCEPTANCE TESTING

Contractor shall perform a complete acceptance test for each PV System. The acceptance
test procedures include component tests as well as other standard tests, inspections, safety
and quality checks. All testing and commissioning shall be conducted in accordance with the
manufacturer’s specifications.

The section of the Testing Plan that covers Acceptance Testing shall be equivalent or superior
to the CEC (California Energy Commission) “Guide to Photovoltaic (PV) System Design and
Installation”, Section 4 and shall cover at least the following:

• Detailed list of all items to be inspected and tests to be conducted.

• Acceptance Criteria: For each test phase, specifically indicate what is considered an
acceptable test result.
The Acceptance Testing section of the Testing Plan shall include (but not be limited to) the
following tests:

• String-level voltage (open circuit) and amperage (under load) testing for all PV strings.
Amperage testing shall be performed concurrently with irradiance testing.
• Inverter testing for all inverters. The inverters shall be commissioned on-site by a
qualified technician and shall confirm that the inverter can be operated locally per
specification and that automatic operations such as wake-up and sleep routines,
power tracking and fault detection responses occur as specified. Performance testing
shall be performed concurrently with irradiance testing.
• Testing of all sensors of the DAS.
• Testing of the Data Presentation interface of the DAS.

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After Contractor conducts all Acceptance Testing based on the Testing Plan approved by the
City prior to substantial completion, Contractor shall submit a detailed Acceptance Test
Report to the City for review.

The Acceptance Test Report shall document the results of the tests conducted following the
Testing Plan and include additional information such as the date and time each test was
performed. It shall also refer to any problem and deficiencies found during testing. If there
was troubleshooting done, the Report shall describe the troubleshooting methods and
strategy. Contractor shall be responsible for providing the labor and equipment necessary to
troubleshoot the System.

5.2 PROVING PERIOD (30 DAYS)

Upon completion of Acceptance Testing and System Startup, and approval by the City,
Contractor shall monitor the system during a thirty (30) day Proving Period and submit a
report for City review and approval prior to final acceptance by the City. This includes
monitoring system output and ensuring the correct functioning of system components over
this time. The values for the following data shall be acquired every fifteen (15) minutes over
thirty (30) days:

• AC system output (kW)

• PV system production (kWh)
• In-plane irradiance
• Ambient and cell temperature
• Inverter status flags and general system status information
• System availability

Contractor shall utilize calibrated test instruments and the DAS and monitoring system to
collect the test data described above, which shall be made available to the City for access
throughout the Proving Period. Contractor shall determine through analysis of data from the
Proving Period whether the PV system delivers the expected production as determined by
the final approved design (i.e., Construction Documents). Actual production shall be
compared against expected production using actual weather data and other system inputs
(such as module cell temperature factor, module mismatch, inverter efficiency, and wiring
losses) for calculating expected production. The production figures for all meters, whether
existing or installed by or on behalf of the IOU or by or on behalf of the Respondent, shall be
correlated during this test to verify their accuracy in measuring system production.

All data monitoring and reports required in Section 3.5.16 shall be fully functional and
available to the City at the commencement of the Proving Period. Data and reporting

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requirements are included in the testing scope of the Proving Period and deficiencies in these
areas (including missing data, inaccurate reports, and other issues that make validation of
system performance inconclusive) shall be grounds for denying approval of the Proving
Period Report.

If the PV system does not perform to design specifications, Contractor shall perform
diagnostic testing. Deficiencies shall be identified with proposed corrective actions submitted
to the City, and the Proving Period test repeated. Contractor shall be responsible for providing
the labor and equipment necessary to troubleshoot the system. The Proving Period Report
shall be submitted after the successful completion of this phase and submitted to the City for
review and approval. The report shall contain, but not be limited to, the following information;
calculations shall be provided in Excel format with formulas visible to allow for peer review:

• System description
• Test period
• Test results
• Anomalies identified during test
• Corrective action performed
• Actual measured performance
• Calculations detailing expected performance under TMY conditions

5.3 CLOSE-OUT DOCUMENTATION REQUIREMENTS

Close-Out documents prepared by Contractor must include at minimum, but not limited to,
the following items:
• Final As-Built Drawing Set with accurate string diagram, provided in (2) hard copy sets
and an electronic copy in both DWG and PDF format (or as desired by City).
• Megger test Results
• Module flash-test results with serial numbers
• Component warranties
• Signed inspections cards from AHJ and required Special Inspections
• Interconnection agreements and Permission To Operate
• Owner’s Manual

5.4 TRAINING

The Contractor shall provide two (2) hours of on-site training for City personnel in all aspects
of operation, routine maintenance, and safety of the PV systems, DAS, and monitoring
solution. At a minimum, training topics shall include the following:

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• PV and battery storage (as appliable) system safety, including shut-down procedures
• PV module maintenance and troubleshooting
• Inverter overview and maintenance procedures
• Calibration and adjustment procedures for the inverters and tracking systems (if any)
• DAS and monitoring solution, including standard and custom reporting

The on-site portion of the training program shall be scheduled to take place at the jobsite at
a time agreeable to both the City and Contractor.

6. Operations and Maintenance

Contractor shall offer Operations and Maintenance services for ten (10) years, with an option
to extend the Contract for up to an additional ten (10) years. The City reserves the right to not
execute the Operations and Maintenance services agreement. In offering such services,
Contractor shall perform all necessary preventive and corrective maintenance, which includes
routine maintenance adjustments, replacements, and electrical panel/transformer/ inverter
cleaning (interior and exterior) with supporting documentation delivered to the City after the
Work has been performed. Maintenance by Contractor shall ensure that all warranties,
particularly inverter warranties, are preserved. Contractor shall determine the frequency and
timing of panel wash-downs based on system monitoring data, as described below.
Environmental sensors such as pyranometers shall be tested and recalibrated at least once
every three (3) years.

For any maintenance visits, Contractor shall give 3-day advance notification to City, and no
on-site visits shall be performed without approval of the City, except in case of emergency.

Contractor shall perform the following maintenance services, at a minimum, as described in

the following sections:

6.1 PREVENTIVE MAINTENANCE

Preventive Maintenance shall be performed at least annually and include:

• System testing (voltage/amperage) at inverter and string levels

• System visual inspection to include but not be limited to the list below. All discovered
issues should be resolved as needed.
• Inspect for stolen, broken or damaged PV modules, record damage and location.
Report to the City and wait for the City to authorize a course of action.

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• Inspect PV wiring for loose connections and wire condition.

• Inspect for wires in contact with the structure or hanging loose from racking.
• Check mechanical attachment of the PV modules to the racking.
• Check attachment of racking components to each other and the structure.
• Verify proper system grounding is in place from panels to the inverter.
• Check conduits and raceways for proper anchorage to structures.
• Inspect all metallic parts for corrosion.
• Check combiner boxes for proper fuse sizes and continuity.
• Inspect all wiring connections for signs of poor contact at terminals (burning,
discoloration).
• Inspect disconnects for proper operation.
• Survey entire jobsite for debris or obstructions.
• Inspect fasteners for proper torque and corrosion.
• Inspect inverter pad for cracking or settling.
• Inspect electrical hardware for proper warning and rating labeling.
• Inspect alignment of arrays and racking to identify settling foundations or loose
attachments.
• Inspect operation of tracking hinges, pivots, motors and actuators if present.
• Check for proper operation and reporting of monitoring hardware.
• Inspect sealed electrical components for condensation buildup.
• Inspect wiring and hardware for signs of damage from vandalism or animal damage.
• Routine system maintenance to include correction of loose electrical connections,
ground connections, replacement of defective modules found during testing, other
minor maintenance repair work.
• Module cleaning, at a frequency to be determined by the ongoing monitoring of the
system such that effect on production is no more than 5%, but not less often than twice
a year.
• Routine DAS maintenance to include sensor calibration and data integrity check.

6.2 TROUBLESHOOTING, INSPECTION AND ADDITIONAL REPAIRS

• Dispatch of field service resources within two business days of notification (via
automated or manual means) for repairs as necessary to maintain system
performance.
• Any corrective action required to restore the system to fully operational status shall be
completed within 24 hours of the service resources arriving on-site.

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• Major system repairs, not to include mid-voltage switchgear or transformers.

6.3 CUSTOMER SERVICE SUPPORT

• Support telephone line made available to City staff to answer questions or report
issues.
• Support line shall be staffed during operational hours from 8 am – 6 pm California
Standard Time. During times outside of this operational period, an urgent call shall be
able to be routed to a supervisor for immediate action.

6.4 MAJOR COMPONENT MAINTENANCE AND REPAIR

• Inverter repair and component replacement and refurbishment as required in the event
of inverter failure.
• Inverter inspection and regular servicing as required under inverter manufacturer’s
warranty specifications. Those include but are not limited to the following annually:
• Check appearance/cleanliness of the cabinet, ventilation system and all exposed
surfaces.
• Inspect, clean/replace air filter elements
• Check for corrosion on all terminals, cables and enclosure.
• Check all fuses.
• Perform a complete visual inspection of all internally mounted equipment including
subassemblies, wiring harnesses, contactors, power supplies and all major
components.
• Check condition of all the AC and DC surge suppressors.
• Torque terminals and all fasteners in electrical power connections.
• Check the operation of all safety devices (E-stop, door switches).
• Record all operating voltages and current readings via the front display panel.
• Record all inspections completed.
• Inform inverter manufacturer of all deficiencies identified.
• Oversee inverter manufacturer performance of In-Warranty replacement of failed
inverter components.
• Customer advocacy with vendors.

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6.5 OTHER SYSTEM SERVICES

• O&M Manuals – Contractor shall provide three (3) copies of O&M Manuals. Updated
editions of O&M Manuals shall be sent electronically to the City as they become
available.
• Management of long-term service and warranty agreements, ongoing.
• Contractor shall log all maintenance calls and document all maintenance activities.
These activities shall be presented in a report, which is to be submitted to the City
upon request.

O&M services shall be priced separately from the design and construction of the PV system.

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ATTACHMENT C: KEY CONTRACT TERMS AND CONDITIONS

Described below are selected key terms and conditions that the City of Goleta (“Buyer”) desire
to be included in contracts with Proposers (“Sellers”), using substantially similar language.
This list is NOT comprehensive, but rather provides certain specific areas that should be
addressed in a Proposer-provided PPA template. Proposers must provide exceptions (if any)
to these key terms as well as a sample Power Purchase Agreement for evaluation.

Power Purchase Agreement Terms

A. Contract Term

A 20-year term, with 5-year options to extend upon mutual agreement, must be offered.
Proposers may additionally offer alternatives with shorter or longer terms as they so choose.
All offered terms must include a buyout provision including an option for the City to purchase
the system at fair market value.

B. Performance Guarantee

1. Buyer agrees to purchase all of the Delivered Energy, except as noted below.
2. In the event that the Delivered Energy exceeds 110% of Expected Annual
Contract Quantity at a particular site for any given year, Buyer has the first
option, but is not required, to purchase Delivered Energy above 110% of
Expected Annual Contract Quantity for such site. If Buyer does not purchase
excess Delivered Energy, Seller shall have the right to resell such excess
energy to a third party, pursuant to all applicable laws, in which case proceeds
from the sale of such electricity will solely accrue to the Seller.
3. At the end of each three (3) Contract Year Period, if the Delivered Energy is
less than 95 percent (95%) of the total Expected Annual Contract Quantity for
such three (3) Contract Years, Seller shall pay to Buyer the product of the
positive difference between the Replacement Price and the Base Contract
Price for the kwh shortfall, if any, between the Delivered Energy and 95% of
the Expected Annual Contract Quantity for the three (3) year period.
4. If Seller is prevented from generating or delivering the Delivered Energy due to
a Force Majeure Event, Seller's obligation under this Section shall be reduced
to the extent of such impact.
5. The Parties recognize and agree that (A) with the exception of an event of a
default, payment of amounts by Seller to Buyer pursuant to this Section is an
appropriate remedy, and (B) any such payment does not constitute a forfeiture
or penalty of any kind, but rather constitutes anticipated costs to Buyer under
the terms of this Agreement.

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C. Environmental Attributes

Throughout the Term, Seller shall transfer to Buyer, and Buyer shall receive from the Seller,
all rights, titles and interest in and to the Environmental Attributes, if any, whether now existing
or subsequently generated or acquired (other than by direct purchase from a third party) by
Seller, or that hereafter come into existence, during the Term, as a component of the Output
purchased by Buyer from Seller hereunder. Seller agrees to transfer and make such
Environmental Attributes available to Buyer immediately to the fullest extent allowed by
applicable law upon Seller’s production or acquisition of the Environmental Attributes. Seller
agrees that the Base Contract Price, as applicable is the full compensation for all
Environmental Attributes.

D. Indemnification

In conjunction with work performed for the Buyer site, the Seller shall exonerate, indemnify,
defend, and hold harmless Buyer (which shall include, without limitation, its officers, agents,
employees and volunteers) from and against:
1. Any and all claims, demands, losses, damages, defense costs, other legal
costs, or liability of any kind or nature which buyer may sustain or incur or which
may be imposed upon it at any time for injury to or death of persons, or damage
to property as a result of, arising out of, or in any manner connected with the
Seller’s performance under the terms of this Contract, excepting any liability arising
out of the sole negligence of the Buyer. Such indemnification includes any damage
to the person(s), or property(ies) of Seller and third persons. In addition, the
Seller shall hold the Buyer, its officers, agents, and employees, harmless from
liability of any nature or kind, including costs and expenses, for infringement or
use of any copyrighted or un-copyrighted composition, secret process, patented, or
unpatented invention, article, or appliance furnished or used in connection with the
Contract or purchase order.
2. Any and all Federal, State, and Local taxes, charges, fees, or contributions
required to be paid with respect to Seller and Seller’s officers, employees and
agents engaged in the performance of this Contract (including, with limitation,
unemployment insurance, Social Security, and payroll tax withholding).

The foregoing indemnity shall be in addition to and not in lieu of any other indemnity
obligations provided by law and shall not be limited by the insurance provisions
contained herein or insurance proceeds. The indemnity provided in this Section also
shall apply to the successors and permitted assigns of the Seller. This Section shall
survive the expiration or termination of this Agreement.

E. Assignment by Seller

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1. Collateral Assignment. Buyer acknowledges that Seller may finance the acquisition
and installation of the System through a loan, lease or partnership from or with one or
more 3rd party capital lenders, lessors, limited liability companies or partnerships
(“each a Capital Partner”). Seller may secure such financing with collateral security
assignment of this Agreement (including a first security interest in the System). In order
to facilitate any such transaction, Buyer:
a. consents to such a Collateral Assignment by Seller to the Capital
Partner, and
b. agrees to take any actions and provide any documentation reasonably
requested by Seller in connection with such a transaction.

2. Full Assignment. Notwithstanding Articles above, Seller shall not sell, transfer or
assign (collectively, a “Full Assignment”) the Seller’s rights and obligations under this
Agreement, or any interest in the Agreement, without the prior written consent of
Buyer. Upon written request by Seller of Buyer to approve any particular Full
Assignment, Buyer must approve or deny such request within thirty (30) days (unless
the parties mutually agree in writing to a longer period), or Seller may make the Full
Assignment without Buyer’s prior written consent. Upon the completion of a Full
Assignment by Seller that follows the requirements of this Agreement, the term “Seller”
shall apply to the full assignee. Buyer’s consent to any other Full Assignment of the
Seller’s rights and obligations of the Agreement shall not be unreasonably withheld if
Buyer has been provided with reasonable proof to the Buyer’s reasonable satisfaction
that the proposed assignee (and subcontractor(s) with whom it has an active contract):

a. has experience in operating and maintaining microgrid and solar PV systems,

as applicable, greater than or equal to that of Seller; and
b. has the financial capability and credit rating equal to or greater than that of
Seller; and
c. has the ability to maintain the System and provide the Services provided
pursuant to this Agreement in the manner required by this Agreement and
provides all applicable warranties that it shall do so; and
d. provides proof that it complies with the Removal Fund requirements of this
Agreement.

3. Seller will not sell, lease, or otherwise make a Full Assignment of the System to any
Person unless it also assigns all of its rights and obligations to such Person and such
Assignment is permitted by this Article. Assignments or transfers not in compliance
with this section will be void. In the case where Seller is not required to get prior written
consent of Buyer to make a Collateral Assignment, Seller shall provide prior written
notice of any such Collateral Assignment to Buyer. Any Collateral Assignment by
Seller shall not release either Party of its obligations hereunder.

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4. Rights of Assignees Upon Event of Default.

a. In the event of a Buyer Default, a Collateral Assignee, shall be entitled to
exercise, in the place and stead of Seller, any of Seller’s rights under this
Agreement that have been assigned to the Collateral Assignee.
b. In the case where a Seller Default has occurred and Seller had not assigned
its obligations under this Agreement to a Capital Partner, any Capital Partner
shall have the right but not the obligation to assume the Seller’s obligations
under this Agreement within 45 days of the Seller’s default. For avoidance of
doubt, in the event that a Capital Partner exercises its right contemplated in
this section, such Capital Partner shall assume all obligations under this
Agreement as well as assuming all of Seller’s rights and interests under the
Agreement, and thereafter shall become the Successor-in-Interest to Seller
under this Agreement. In the event that a Capital Partner exercises its right to
assume all of Seller’s rights, interests, and obligations under the Agreement, it
shall so assume in writing, and Seller shall have no further obligation to Buyer
unless accrued up to that point.
i. A Successor-in-Interest shall cure any ongoing Seller Defaults
promptly after becoming the Successor-in-Interest and no later than 90
days. If the Successor-in-Interest does not cure the Seller Default, it will
also be considered to be in default and Buyer shall have all rights
afforded to Buyer against such Successor-in-Interest under this
Agreement as in the case of a Seller Default.
ii. Buyer shall be relieved of its obligations under this Agreement
during the Default Period and may exercise its termination rights
pursuant to this Agreement (including without limitation, invoking the
use of the Removal Fund to have any facilities/equipment removed). If
Buyer chooses not to exercise any available termination rights and
when the Successor-in-Interest cures any and all Seller Defaults, the
respective Buyer and Seller rights and obligations shall resume for the
remainder of the Term. No partial or complete waiver of Buyer’s rights
shall be implied from Buyer’s actions pursuant to this paragraph.
iii. Payments and Notices. If a Collateral Assignee elects to become
the Successor-in-Interest, it will be solely responsible for notifying the
Seller and any other Collateral Assignees of this intention. The Buyer
shall not be responsible for passing any notices, information and/or
communications between the Seller and Collateral Assignees. If a
Collateral Assignee does become a Successor-in-Interest, Buyer shall
make all payments due under this Agreement to an account specified
by such Collateral Assignee. For avoidance of doubt, upon the
Collateral Assignee becoming the Successor-in-Interest the previous
Seller shall not retain any of its rights or obligations under this

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Agreement and payments made by Buyer to the Successor-in-Interest

shall satisfy Buyer’s payment obligations under this Agreement.

5. Seller shall be solely responsible to provide contact information, including mailing

addresses, email addresses and phone numbers for all Collateral and Full Assignees
to Buyer. Buyer shall notify all Collateral Assignees for which it has contact information
within 15 days of a Seller default. Seller shall be solely responsible for any instance
where a Collateral Assignee does not receive notice due to the Seller not providing
contact information to Buyer.

6. Collateral Assignee Changes. Buyer acknowledges and agrees that Seller, subject to
the terms and conditions of this Agreement and terms relating to Assignment in
particular, may change one or more Collateral Assignees. In the case that a Seller
changes a Collateral Assignee, Seller shall provide Buyer with any relevant, new
contact information and payment directions as instructed by Seller. The terms and
conditions of this Agreement, and particularly of assignment, shall apply to any change
in Capital Partner by Seller.

7. Notwithstanding any language to the contrary, when any assignee chooses to exercise
any rights against Buyer, it shall indemnify (and shall agree to do so in writing upon
request by Buyer) Buyer for any claims arising from exercise of such rights. By way of
example and not limitation, such indemnification obligations shall extend to claims by
other Capital Partners or Collateral Assignees asserted against Buyer. Any assignee’s
ability to exercise any rights against Buyer shall be contingent on the assignee’s
assumption of such indemnification obligations.

F. Cooperation with Review

Seller shall cooperate with Buyer’s periodic review of Seller’s performance. Such review may
be conducted on a semi-annual or more frequent basis at the option of the Buyer. Seller shall
make itself available onsite to review the progress of the project and Agreement, as requested
by the Buyer, upon reasonable advanced notice. Seller agrees to extend to the Buyer or
his/her designees and/or designated auditor of the Buyer, the right to monitor or otherwise
evaluate all work performed and all records, including service records and procedures to
assure that the project is achieving its purpose, that all applicable Buyer, State, and Federal
regulations are met, and that adequate internal fiscal controls are maintained. The Seller
shall be responsible for receiving, replying to, and complying with any audit exceptions set
forth in Buyer audits. The Seller shall pay to Buyer the full amount of any audit determined to
be due as a result of Buyer audit exceptions. This provision is in addition to other inspection
and access rights specified in this Agreement.

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G. Definitions

“Adjusted Delivered Energy” means the Delivered Energy produced from each Generating
Facility as measured and reported via by revenue grade meters.

“Base Contract Price” means the price in $U.S. per kWh to be paid by Buyer to Seller for the
purchase of the Output, as specified in the Contract Price Exhibit.

“Expected Annual Contract Quantity” means the amount of Delivered Energy and
Environmental Attributes that Seller expects to deliver to Buyer hereunder in a given Contract
Year other than the first and last Contract Years (with may be partial years), as set forth in
the Expected Contract Quantity Exhibit.

“Replacement Price” means the current price at which Buyer, acting in a commercially
reasonable manner, purchased or purchases a replacement for any Adjusted Delivered
Energy required to be, but not delivered by Seller hereunder, plus costs reasonably incurred
by Buyer in purchasing such substitute electricity, and additional transmission and distribution
charges, if any, reasonably incurred by Buyer, to the Delivery Point.

H. Force Majeure Events

Force Majeure Events shall be identified as follows:

a) Excuse. Subject to this Article, and except as expressly set forth herein, neither
Party shall be considered in default under this Agreement for any delay or failure in its
performance under this Agreement (including any obligation to deliver or accept
Output) if such delay or failure is due to a Force Majeure Event, but only to the extent
that:

(i) Such Force Majeure Event is not attributable to fault or negligence or

action or inaction on the part of that Party;
(ii) Such Force Majeure Event is caused by factors beyond that Party’s
reasonable control; and
(iii) Despite taking all reasonable technical and commercial precautions and
measures to prevent, avoid, mitigate or overcome such event and the
consequences thereof, the Party affected has been unable to prevent, avoid,
mitigate or overcome such event or consequences.

b) “Force Majeure Event” may include, subject to this Article:

(i) acts of Nature such as storms, floods, lightning and earthquakes;

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(ii) sabotage or destruction by a third party of facilities and equipment

relating to the performance by the affected Party of its obligations under
this Agreement;
(iii) Utility Transmission System outage or failure not caused by Seller or
Seller activities;
(iv) war, riot, acts of a public enemy or other civil disturbance;
(v) strike, walkout, lockout or other significant labor dispute;
(vi) theft, vandalism, accidents, or construction related power interruptions
and mechanical moves not caused by Seller; and
(vii) curtailment by the ISO, or its successor, but only to the extent that the
ISO declares a “Force Majeure” under the ISO Tariff.

c) Exclusion. “Force Majeure Event” does not include the following:

(i) economic hardship of either Party;

(ii) an Outage, except if caused directly by an event or circumstance
that meets the requirements set forth in this Article;
(iii) failure or delay in the granting of Permits;
(iv) failures or delays by the Local Electric Utility or the ISO in
entering into, or performing under, all agreements with Seller
contemplated by this Agreement;
(v) curtailment or interruption of transmission services, other than
by the ISO where the ISO declares a “Force Majeure” under the
ISO Tariff; or
(vi) insufficiency, unavailability, failure, or diminishment of solar
resource, except as a result of an event that would otherwise
qualify as a Force Majeure Event

(d) Notwithstanding anything to the contrary, due to the constitutional limitations

on Buyer, a Force Majeure event shall include a "budget non-appropriation event" in
which the Buyer’s appropriation for any year covered in this Agreement does not
appropriate funds for the procurement of any utility services for Buyer. During the
continuation of a budget non-appropriation event as defined above, if the Buyer does
not otherwise have other funds available to make payments otherwise due on this
Agreement, the Buyer shall not be obligated to pay for (and the Seller shall not be
required to deliver) any services provided under this Agreement until the budget non-
appropriation event has terminated. Buyer agrees that it shall use its best efforts to
seek appropriation for utility services during the term of this Agreement. If a budget
non-appropriation event continues for more than 180 days, Seller (but not Buyer) may
terminate this Agreement, subject to the available Seller’s Remedies as described in
the applicable Articles.

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I. Insurance

Without limiting Vendor’s indemnification of Agency, and prior to commencement of Work,

Vendor shall obtain, provide and maintain at its own expense during the term of this
Agreement, policies of insurance of the type and amounts described below and in a form
that is satisfactory to Agency.

General liability insurance. Vendor shall maintain commercial general liability insurance
with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount
not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury,
personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract”
language will not be accepted.

Automobile liability insurance. Vendor shall maintain automobile insurance at least as

broad as Insurance Services Office form CA 00 01 covering bodily injury and property
damage for all activities of the Vendor arising out of or in connection with Work to be
performed under this Agreement, including coverage for any owned, hired, non-owned or
rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.

Workers’ compensation insurance. Vendor shall maintain Workers’ Compensation

Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least
$1,000,000).

Vendor shall submit to Agency, along with the certificate of insurance, a Waiver of
Subrogation endorsement in favor of Agency, its officers, agents, employees and
volunteers.

OTHER PROVISIONS OR REQUIREMENTS

Proof of insurance. Vendor shall provide certificates of insurance to Agency as evidence
of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must
be approved by Agency’s Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with Agency at all times during the term of
this contract. Agency reserves the right to require complete, certified copies of all required
insurance policies, at any time.

Duration of coverage. Vendor shall procure and maintain for the duration of the contract
insurance against claims for injuries to persons or damages to property, which may arise
from or in connection with the performance of the Work hereunder by Vendor, his agents,
representatives, employees or subconsultants.

Primary/non-contributing. Coverage provided by Vendor shall be primary and any

insurance or self-insurance procured or maintained by Agency shall not be required to
contribute with it. The limits of insurance required herein may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess

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insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non-contributory basis for the benefit of Agency before the
Agency’s own insurance or self-insurance shall be called upon to protect it as a named
insured.

Agency’s rights of enforcement. In the event any policy of insurance required under
this Agreement does not comply with these specifications or is canceled and not replaced,
Agency has the right but not the duty to obtain the insurance it deems necessary and any
premium paid by Agency will be promptly reimbursed by Vendor or Agency will withhold
amounts sufficient to pay premium from Vendor payments. In the alternative, Agency may
cancel this Agreement.

Acceptable insurers. All insurance policies shall be issued by an insurance company

currently authorized by the Insurance Commissioner to transact business of insurance or
is on the List of Approved Surplus Line Insurers in the State of California, with an assigned
policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved
by the Agency’s Risk Manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this

agreement shall be endorsed to waive subrogation against Agency, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Vendor or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery
against Agency and shall require similar written express waivers and insurance clauses
from each of its subconsultants.

Enforcement of contract provisions (non estoppel). Vendor acknowledges and agrees

that any actual or alleged failure on the part of the Agency to inform Vendor of non-
compliance with any requirement imposes no additional obligations on the Agency nor
does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits

contained in this Section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to
a given issue and is not intended by any party or insured to be all inclusive, or to the
exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher limits
than the minimums shown above, the Agency requires and shall be entitled to coverage
for the higher limits maintained by the Vendor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to
the Agency.

Notice of cancellation. Vendor agrees to oblige its insurance agent or broker and
insurers to provide to Agency with a thirty (30) day notice of cancellation (except for

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nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for
each required coverage. 2

Additional insured status. General liability policies shall provide or be endorsed to

provide that Agency and its officers, officials, employees, agents, and volunteers shall be
additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required

herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to Agency and approved of in
writing.

Separation of Insureds. A severability of interests provision must apply for all additional
insureds ensuring that Vendor’s insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the insurer’s limits of liability.
The policy(ies) shall not contain any cross-liability exclusions.

Pass Through Clause. Vendor agrees to ensure that its sub-consultants, sub-
contractors, and any other party involved with the project who is brought onto or involved
in the project by Vendor, provide the same minimum insurance coverage and
endorsements required of Vendor. Vendor agrees to monitor and review all such coverage
and assumes all responsibility for ensuring that such coverage is provided in conformity
with the requirements of this section. Vendor agrees that upon request, all agreements
with consultants, subcontractors, and others engaged in the project will be submitted to
Agency for review.

Agency’s right to revise specifications. The Agency reserves the right at any time
during the term of the contract to change the amounts and types of insurance required by
giving the Vendor ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Vendor, the Agency and Vendor may
renegotiate Vendor’s compensation.

Self-insured retentions. Any self-insured retentions must be declared to and approved

by Agency. Agency reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with
these specifications unless approved by Agency.

Timely notice of claims. Vendor shall give Agency prompt and timely notice of claims
made or suits instituted that arise out of or result from Vendor’s performance under this
Agreement, and that involve or may involve coverage under any of the required liability
policies.

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Additional insurance. Vendor shall also procure and maintain, at its own cost and
expense, any additional kinds of insurance, which in its own judgment may be necessary
for its proper protection and prosecution of the Work

Seller agrees to provide its insurance broker(s) with a full copy of these insurance
requirements and provide Buyer on or before the effective date of this contract Certificates of
Insurance for all required coverage.

All respondents will be required to furnish, at time of submittal of Request for Proposals, proof
of the insurances stated herein, which will be incorporated in the final contract with the
Contractor selected.

If you do not currently carry the type/limit of insurance stated herein, please submit your
Proposal with any differences clearly noted. Indicate if you would be able to obtain the
proposed insurance and, if so, indicate the dollar amount, if any, that your Proposal would be
increased due to the cost of this insurance. Finally, please indicate any other problems you
or your insurance carriers may have with the proposed insurance requirements and why.

Direct Purchase Contract Terms

A digital copy of City of Goleta General Conditions for contracting is available by email request
to RFP Contact Person (see cover page of RFP).

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ATTACHMENT D: PRICING PROPOSAL AND PRODUCTION FORM *

*Proposer to complete and return as part of Proposal

Digital file available on website.

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ATTACHMENT E: RESPONSE CHECKLIST & DECLARATION OF NON-COLLUSION *

*Proposer to complete and return as part of Proposal

Submittal requirements:

[ ] Section 1. Executive Summary

[ ] Section 2. Description of Relevant Experience and Team Organizational Chart
[ ] Section 3. Project References
[ ] Section 4. Preliminary System Designs
[ ] Section 5. Description of Microgrid Architecture
[ ] Section 6. Analysis of Expected Resilience
[ ] Section 7. Financial Analyses of Project Savings
[ ] Section 8. Alternative Financing Proposals (optional)
[ ] Section 9. Proposed Construction Schedule
[ ] Section 10. Proof of Valid Licensing
[ ] Section 11. Pricing Proposal and Production Form (Attachment D)
[ ] Section 12. Template PPA Document and Exceptions to Key Contract Terms & Conditions
[ ] Checklist & Non-Collusion Declaration Form (Attachment E)

Confirmed receipt of Addenda (as applicable):

[ ] Addendum 1
[ ] Addendum 2
[ ] Addendum 3

Proposer (primary respondent) must sign declaration below, in addition to specific declarations as required,
that the information provided in this response is true and correct.

I, ________________________________________________________, authorized agent of the

Proposer, ___________________________________, the party making the foregoing Proposal, declare
that the Proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership,
company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham;
that the Respondent has not directly or indirectly induced or solicited any other Respondent to put in a false
or sham Proposal; and has not directly or indirectly colluded, conspired, connived, or agreed with any
Respondent or anyone else to put in a sham Proposal, or that anyone shall refrain from bidding; that the
Respondent has not in any manner directly or indirectly, sought by agreement, communication, or
conference with anyone to fix the bid price of the Respondent or any other respondent, or to fix any
overhead, profit, or cost element of the bid price, or of that of any other respondent, or to secure any
advantage against the public body awarding the contract of anyone interested in the proposed contract;
and, further, that the Respondent has not, directly or indirectly, submitted his or her bid price or any
breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will
not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to
any member or agent thereof to effectuate a collusive or sham bid.

I hereby declare, under penalty of perjury under the laws of the State of California, that the information
provided in the response to: Request For Proposals for Solar Photovoltaic Projects, issued by the City of
Goleta, is true and correct.

Signed: ______________________________________________ Dated: ________________________

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