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HomeMy WebLinkAboutC35030A-B - DC Fast Charger - MSRC Grant FundingCONTRACT NO. C3503OA—B CITY OF PALM DESERT SPECIAL PROGRAMS DEPARTMENT STAFF REPORT REQUEST: APPROVE CONTRACT WITH CLEAN FUEL CONNECTION, INC. FOR THE INSTALLATION OF A DC FAST CHARGER AT THE PALM DESERT CIVIC CENTER ELECTRIC VEHICLE CHARGING STATION AND ACCEPTANCE OF MOBILE SOURCE AIR POLLUTION REDUCTION REVIEW COMMITTEE (MSRC) CLEAN TRANSPORTATION GRANT FUNDING SUBMITTED BY: Frankie Riddle, Director of Special Programs APPLICANT: City of Palm Desert DATE: February 11, 2016 CONTENTS: Clean Fuel Connection, Inc. Contract MSRC Grant Agreement Southern California Edison Invoice Project Site Map Detail Summary of Existing Charging Stations Usage Recommendation By Minute Motion, approve the following: 1. Approve Contract with Clean Fuel Connection, Inc. to undertake DC Fast Charger Installation Project; 2. Approve Grant Contract with Mobile Source Reduction Committee (MSRC) for award of grant funds; 3. Approve Southern California Edison (SCE) work and expenditure to undertake certain site work relative to project; and 4. Appropriate funds in the amount of $112,000, from Account No. 2384515-4400100. Executive Summary At its meeting of September 24, 2015, City Council ratified staffs submittal of the Mobile Source Reduction Committee (MSRC) grant application. Since that time, staff has been notified by MSRC that the City was awarded $56,000 in matching grant funds to South Coast Air Quality Management District (SCAQMD) for the construction and installation of a BTCPower DC Fast Charger. In addition, staff has finalized the contract with Clean Fuel Connection, Inc. relative to operation and maintenance of the Charging Station. Clean Fuel Connection will own, operate, and maintain the station with the City granting use of its facility/property to provide expanded services to residents and visitors. Discussion The South Coast Air Quality Management District (SCAQMD) Governing Board approved Clean Fuel Connection, Inc., in partnership with eVgo, to install and maintain 20 DC Fast Chargers as the building block to an eventual statewide network of DC Fast Chargers across California. SCAQMD staff approached the City to determine its interest in participating in the program. The City agreed to STAFF REPORT APPROVE CONTRACT WITH CLEAN FUEL CONNECTION FOR DC ELECTRIC VEHICLE FAST CHARGER PROJECT AND ACCEPTANCE OF MSRC GRANT FEBRUARY 11, 2016 PAGE 2 participate as it would not only expand the City's program to provide charging stations throughout the City, but would also add a unique asset to the Electric Vehicle Charging Station Facility making Palm Desert one of very few select communities to offer the use of a DC Fast Charger. SCAQMD awarded Clean Fuel Connection approximately $46,000 per site to install the DC Fast Chargers; however, in order to move the project forward, additional funding was required. As a result, City staff submitted a grant application to MSRC requesting the additional funds necessary to complete the project and was awarded grant funds in the amount of $56,000. The DC Fast Charger will be a single use unit located at the west end of the Electric Vehicle Charging Station within the Palm Desert Civic Center complex (site plan attached); however, the unit will be placed between two parking spaces in order to accommodate the charging of two vehicles contiguously. The charger has the capability to provide a full charge to most vehicles in approximately 30 - 45 minutes, versus 6 to 8 hours with the level II chargers. Users will pay a fee to offset the cost of electricity, maintenance, and operation; however, the fee should be set so as to be revenue neutral (i.e., users should not be charged more than it costs to maintain and operate the station). The software system will have the capability to track and monitor usage, number of charges, length of charge, accept payment, prepare reports, etc. Fiscal Analvsis Funding for this project will have no negative impact on the City's General Fund. Project funding is as follows: $46,000 from SCAQMD/Clean Fuel Connection, Inc., $10,000 from the City's AB2766 Fund (if necessary), and $56,000 from MSRC for a total project budget of $112,000. Submitted By: Frankie Rid le Director of Sp I Programs Reviewed: Paul Gibson ' Director of Finance Rudy 6! Acosta Assistant City Manager 1KpprpvaL I J n M. Wohlmuth ty ana( CONTRACT NO. C35030A CHARGING SERVICES AGREEMENT (EVgo Public Network) Host: City of Palm Desert Agreement Date: 2016 This Charging Services Agreement ("Agreement") is entered into as of the Agreement Date by Host and NRG EV SERVICES LLC, a Delaware limited liability company ("EVgo"). Capitalized terms not defined herein shall have the meanings given to them in the attached Terms & Conditions, incorporated by reference herein. Recitals WHEREAS, Host obtained grant funding from the South Coast Air Quality Management District ("SCAQMD") for the project commonly referred to as the DC Fast Charger project ("Project"). WHEREAS, the Charging Station (as defined below) to be installed under this Agreement is funded in whole or in part with SCAQMD grant monies, and/or may be partially funded with other Host funds, or other grant funds obtained by the Host. A. Premises Host Property: Palm Desert City Hall located at: 73-510 Fred Waring City Hall, Palm Desert, Ca. 90069 The location where the Charging Station(s) shall be installed at the Host Property (the "Premises") is shown on the attached Schedule I. B. Charging Services 1. Term. The term of this Agreement (as extended from time to time, the "Term") shall commence on the Agreement Date and continue until five (5) years following the date of the Charging Stations are first operational (the "Commencement Date"). The Agreement will automatically renew for successive one (1)-year periods, unless terminated by either party upon at least thirty (30) days prior written notice. EVgo shall send to Host notice of the Commencement Date within a reasonable period following the occurrence of such date. 2. Charging Services. During the Term, and further subject to the Terms and Conditions attached hereto and incorporated herein by reference, EVgo shall provide the following services (the "Charging Services"): EVgo shall install, at its sole cost and expense: ■ 1 DC Fast Charging Station(s); ■ Related equipment, hardware, software, signage and supporting equipment and structures. The foregoing is collectively referred to as the "Charging Station(s)." b. EVgo shall be responsible for all operation and maintenance of the Charging Station(s). The Charging Station shall be maintained in good, safe and operable condition during the Term, except for reasonable periods of downtime due to maintenance, service and repair, and in accordance with the warranty required by SCAQMD. The Charging Station(s) shall be available to the public as part of EVgo's public network of EV charging stations. CONTRACT NO. C35030A Drivers shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week, and 365/366 days per year. Subject to the requirements contained in Section 9(b) of the attached Terms and Conditions, EVgo and its employees, contractors, and vendors may, at any time during the Term, access the Premises and Host Property to maintain, inspect, repair, upgrade or replace any portion of the Charging Station(s). 3. Electricity. EVgo shall be responsible for all electricity costs of the Charging Station(s). Unless otherwise agreed by the parties, EVgo shall, at its sole expense, ensure that the Charging Station(s) are separately -metered with EVgo as the customer of record for such meter. Neither Host nor EVgo has any responsibility or liability for interruption, curtailment, failure, or defect in the supply or character of utilities furnished to the Charging Station(s), unless the cause of the interruption is covered by the party's indemnity provided for in the Terms and Conditions. 4. Disposition of Equipment Following Termination; Removal. The parties hereto recognize that disposition of the Charging Station at the end of the term may be subject to SCAQMD direction. At the end of the term, EVgo shall confer with the City and, if required, with SCAQMD regarding disposition of the Charging Station. Unless alternate arrangements are made and agreed upon by the parties, EVgo shall remove the Charging Stations and all of EVgo's other property associated with the Premises from the Host Property, such removal to be coordinated with Host. Following removal of the Charging Station and all of EVgo's other property from the Host Property, EVgo shall return the Premises and the Host Property to the condition in which said property was in prior to installation of the Charging Station. Installation Activities. 1. Subject to the requirements of the Terms and Conditions, EVgo shall, at its sole cost and expense, conduct all installation activities (the "Installation Activities") required to support the installation and operation of the Charging Station(s) and Charging Services, including the hiring and coordination of all vendors and contractors; the installation of electrical equipment, utility lines, hardware, and software; site preparation, trenching, repaving, and landscaping. 2. On completion of the installation of the Charging Station(s), EVgo shall have the right to remove all or a portion of the same at any time during the Term, if necessary to repair or replace equipment, whether or not said items are considered fixtures and attachments to the Premises under applicable laws. Faulty or defective equipment shall be promptly repaired or replaced so that the Charging Station is maintained in good operating condition for the Term. D. Other Provisions. Incorporation of Recitals. The Recitals set forth above are true and correct and are incorporated by reference as though fully set forth herein. [Signatures on following page] CONTRACT NO. C35O3OA SIGNATURE PAGE TO CHARGING SERVICES AGREEMENT (EVgo Public Network) HOST: EVGO: City of Palm Desert NRG EV SERVICES LLC, a Delaware limited liability company By: By: Robert A. Spiegel, Mayor Name: Title: Notice Address: Notice Address: 73-510 Fred Waring Drive 1000 North Post Oak Road, Suite 240 Palm Desert, Ca. 90069 Houston, Texas 77055 Attn: Frankie Riddle Attn: President with a copy to: 1000 North Post Oak Road, Suite 240 Houston, Texas 77055 Attn: General Counsel 3 TERMS & CONDITIONS Capitalized terms not defined herein shall have the meanings given to them in the Agreement to which these Terms & Conditions are attached. A. GENERAL 1) Premises. a) During the Term (as defined in the Agreement), Host grants to EVgo a non-exclusive license to use and occupy the Premises for, as applicable, the design, development, construction, installation, and other activities set forth in the Agreement, including without limitation the installation, operation, maintenance, repair, security, replacement, and removal of Charging Stations, signage and associated equipment within the Premises. In addition, Host grants to EVgo the non-exclusive right to use and occupy areas of the Host Property adjacent to the Premises for the construction and installation of the Charging Stations, and shall confine its operations strictly to those sites permitted by applicable law, ordinances, permits and Host. Use of the Premises and the Host Property by EVgo shall not unreasonably interfere with Host's business operations, or use of the Host Property by the public. b) Host shall cause the Premises to be maintained in a clean, safe, and orderly condition, to at least the same standard as other areas at the Host Property that are under Host control are maintained. Unless otherwise specified in the Agreement, Host shall take reasonable measures to discourage and prevent anyone other than authorized EVgo Customers (defined below) from parking in the Premises. 2) Charging Services. During the Term, EVgo shall provide the Charging Services described in the Agreement. a) Charging Stations on EVgo's public network shall be accessible to all EVgo subscribers and customers ("EVgo Customers"), who shall be charged in amounts reasonably determined by EVgo, which may change from time to time in EVgo's sole discretion. Charging Stations not on public networks shall be accessible only to authorized EVgo Customers in the manner determined by the parties and in accordance with EVgo's product offerings. b) Promptly upon request of Host, EVgo shall provide Host with its standard data and reports regarding use of the Charging Station. c) Host will have access to the same customer support that EVgo generally provides to EVgo Customers, which includes phone support and attempted diagnosis of any technical issue encountered in using any Charging Station. The applicable customer support phone number shall be displayed on or near each Charging Station. d) Sixty (60) days prior to expiration of the initial Term of the Agreement, the parties shall meet to discuss, in good faith, the possibility for revenue sharing of charges paid by EVgo Customers for use of the Charging Stations following such expiration. e) EVgo shall provide the City with copies of all use and operation data of the Charging Station provided to SCAQMD. 3) Operation and Maintenance. a) Subject to the terms and conditions of the Agreement, EVgo will operate the Charging Stations for the benefit of EVgo Customers and shall maintain the Charging Stations in good working order and repair. b) To the extent Host has actual knowledge of the same, Host shall promptly notify EVgo and, as appropriate, emergency response personnel regarding any malfunction of a Charging Station. 4) Taxes. EVgo is solely responsible for personal property taxes imposed on the Charging Stations. Each party is responsible for its own income, franchise and similar taxes. 5) Method of Pavment. For any amounts owed by EVgo to Host, on or before the forty-fifth (45th) day following the applicable due date (or at the end of each calendar month in the case of monthly payments), EVgo shall make a payment to Host of such amount by check or wire transfer or other electronic method mutually agreed upon by EVgo and Host. For any amounts owed by Host to EVgo, EVgo shall invoice Host and Host shall pay such amounts within forty-five (45) days of receipt, or the parties shall make other mutually acceptable payment arrangements. EVgo may net any amounts owed to it by Host against any amounts it owes Host in determining payment amounts. 6) Termination. a) This Agreement may be immediately terminated for cause by either party in the event of the following: i) Breaches. The other party breaches or fails to perform any of its obligations in any material respect, and such breach or failure continues uncured for ten (10) business days after receipt of written notice. ii) Insolvency. The other party becomes insolvent or proceedings are instituted by or against it under any provision of any federal or state bankruptcy or insolvency laws. b) Subject to the provisions of Section 4 of the Agreement, and except as otherwise provided therein, within sixty (60) days following the termination or expiration of this Agreement, EVgo shall remove its property associated with the Premises from the Host Property. Such removal shall be coordinated with Host. 7) Promotional Activities. During the Term of this Agreement, EVgo may promote the availability of the Charging Stations (to the extent they are on EVgo's public network of EV charging stations) through traditional and/or electronic media, including providing the address of the Host Property and a description thereof. No party shall use the other party's trade or service marks, logos or other proprietary materials without the prior written consent of the other party. 8) Signage. Subject to Host's prior approval, EVgo may place EVgo- branded signage within the Host Property and around the Premises at EVgo's sole cost and subject to applicable laws and regulations. At no time may Host place any signage on EVgo property. 9) Installation Activities. The term "Installation Activities" shall refer to EVgo's installation activities described in the Agreement. a) Before beginning the Installation Activities, EVgo shall provide a copy of the construction schedule and installation plans to Host for its approval, which approval shall not be unreasonably delayed or withheld. No work will begin until plans have been approved by Host Rev. 062915 CONTRACT NO. C35050A and all applicable permits and certifications have been obtained. b) For Installation Activities to be performed by EVgo (for purposes of this paragraph (b), Installation Activities shall be deemed to include any EVgo maintenance or repair activities), EVgo shall: i) designate the contractors or other service providers and be solely responsible for supervising such Installation Activities; ii) cause its designated contractors and service providers to obtain from governmental authorities all licenses, permits, or other approvals (collectively, "Approvals") required to conduct such installations. Host will reasonably cooperate with EVgo's designated contractors and service providers as required to obtain such Approvals; iii) bring on the Premises and permitted adjacent areas of the Host Property only those materials and equipment that are being used directly in the Installation Activities; iv) perform Installation Activities only during times and days acceptable to Host and in a safe and workmanlike manner so as to not cause damage or injury, and so as not to unreasonably interfere with Host's business operations, or use of the Host Property by the public; v) not permit or suffer any mechanic's or materialmen's liens to attach to the Premises. If such a lien attaches to the Premises, EVgo shall remove or bond over such lien at EVgo's sole cost and expense, within twenty (20) days of EVgo receiving written notice thereof from Host. vi) protect existing facilities, improvements and personal property located on the Host Property, and repair any damage thereto resulting from Installation Activities. Remove from the Host Property all debris resulting from performance of the Installation Activities. c) Host shall reasonably cooperate with EVgo to facilitate EVgo's Installation Activities, including the provision of electricity to the Charging Stations. With respect to any Installation Activities not performed by EVgo or its contractors, service providers or agents, EVgo shall have no responsibility or liability for any such activities, including obtaining Approvals. B. REPRESENTATIONS, WARRANTIES & COVENANTS 1) General. Each of Host and EVgo hereby represents and warrants to the other that, as of the Agreement Date: (a) it has all necessary power and authority to execute, deliver, and perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action and do not violate any of the terms or conditions of its governing documents, any contract to which it is a party, or any law, regulation, order, or other legal determination applicable to it; (c) there is no pending or, to its knowledge, threatened litigation or proceeding that may adversely affect its ability to perform this Agreement; (d) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (e) this Agreement constitutes a legal, valid and binding obligation of such party, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and by general principles of equity; and (f) at all times during the Term, it will comply with all federal, state, and local laws, rules, regulations (including, without limitation, all zoning ordinances and building codes) in performing its obligations under this Agreement. 2) Consents and ApDrovals. Host further represents, warrants and covenants that it has obtained or shall obtain prior to the commencement of EVgo's Installation Activities or Charging Services any and all consents or approvals required in order for Host to grant the rights and perform its obligations under this Agreement, and for EVgo to take the actions contemplated in this Agreement. C. INSURANCE 1) EVao Insurance. a) During the Term, EVgo shall maintain in full force and effect, at its cost and expense, the following coverages and amounts of insurance: (i) Statutory Worker's Compensation Insurance, and Employer's Liability limits of $1,000,000 per accident per employee; (ii) Commercial General Liability Insurance, written on an occurrence basis, covering bodily injury (including death), personal injury, and property damage, with limits of not less than $1,000,000 per occurrence, $2,000,000 aggregate; (iii) Automobile Liability with a combined single limit of $1,000,000; and (iv) $1,000,000 in excess liability coverage per occurrence, which coverage shall sit excess of the scheduled underlying General Liability, and Automobile Liability and Employer's Liability Insurance policies with exclusions that are no more broad that those contained in the underlying policies. b) With respect EVgo's Commercial General Liability Insurance, Automobile Liability Insurance and Excess Liability Insurance, include Host as an additional insured with respect to liability arising out of EVgo's performance under this Agreement. EVgo shall consider its own insurance primary, and shall not seek contribution from similar insurance being maintained by the Host as to the acts or omissions of EVgo. 2) Host Insurance. During the Term, Host shall maintain in full force and effect, at its cost and expense: (i) full replacement cost Property Insurance (written on an "all-risk/special perils" basis) for (1) the Host Property and all improvements thereon (but excluding any EVgo property); and (2) all personal property and trade fixtures owned by Host located at the Host Property; and (ii) Commercial General Liability Insurance, written on an occurrence basis, covering bodily injury (including death), personal injury, and property damage, with limits of not less than $1,000,000 per occurrence, $2,000,000 aggregate. 3) Policv Reauirements. The insurance policies required under Sections CM and 221 shall: (a) be issued by insurance companies licensed to do business in the state in which the Host Property is located, with a general policyholder's ratings of at least "A-" and a financial rating of at least "Class VIII," in the most current Best's Insurance Reports available on the Agreement Date; if the Best's ratings are changed or discontinued, the parties shall agree to a comparable method of rating insurance companies; and (b) contain provisions whereby each party's insurers waive all rights of subrogation against the other party on each of the coverages required herein. From time to time upon request, each party shall provide the other with a certificate of insurance, evidencing the required coverages. 4) Waiver. Except as to loss or damage arising out of Installation Activities (including EVgo's repair or maintenance of the Charging Stations), , each party hereby waives every right or cause of action for any and all loss of, or damage to (whether or not such loss or damage is caused by the fault or negligence of the other party or anyone for whom said other party may be responsible) the Host Property and any improvements thereon, the Charging Stations, regardless of cause or Rev. 062915 CONTRACT NO. C35030A origin. These waivers and releases shall apply between the parties and of receipt. For purposes of notice the addresses of the parties shall be they shall also apply to any claims under or through either party as a as set forth in the Agreement. Each party may change its address for result of any asserted right of subrogation. notice by giving notice thereof to the other party. 5) Casualty and Condemnation. If any portion of the Host Property is damaged by fire or other casualty in a manner that adversely affects EVgo's use of the Premises, then either party may, within thirty (30) days of the date of such fire or other casualty elect to terminate this Agreement on written notice to the other party. If any portion of the Host Property is condemned or taken in any manner for a public or quasipublic use that could adversely affect EVgo's use of the Premises, then EVgo may elect to terminate this Agreement effective as of the date title to the condemned portion of the Host Property is transferred to the condemning authority. D. INDEMNITY 1) Indemnification. Subject to Sections (04, and D 2 hereof, each party shall indemnify and hold harmless the other party and its respective affiliates, representatives, agents, officers, directors, managers, members, shareholders, partners, contractors, or employees ("Related Parties") from and against all claims, demands, causes of action, liabilities, costs, damages, losses, penalties, fines, judgments or expenses, including reasonable attorneys' fees and costs of collection (collectively, "Losses") that arise out of or result from (i) any willful misconduct or negligence of such party or its Related Parties, (ii) any breach by such party of its obligations, representations or warranties under this Agreement; and (iii) in the case of EVgo, damage to vehicles while charging resulting from the operation of the Charging Station or the use of the Premises by EVgo or its Related Parties, except to the extent arising out of or resulting from any willful misconduct or negligence of Host or its Related Parties. 2) Limitation of Liability. In no event shall either party be liable (in contract or in tort, including negligence and strict liability) to such other party or its Related Parties for any special, indirect or consequential damages relating to this Agreement. The entire liability of each party for any and all claims of any kind arising from or relating to this Agreement will be subject in all cases to an affirmative obligation on the part of the other party to mitigate its damages. Each party's total direct liability to the other party on an aggregate basis arising out of or in connection with this Agreement, whether in contract or in tort, shall not exceed the total amount expended by the other party directly in connection with this Agreement, except as it applies to third party claims. As used in the prior sentence, and notwithstanding any other provision herein, third party claims include claims made by Related Parties (other than EVgo and Host). The provisions of this paragraph are not intended to and shall not in any way limit the obligations of EVgo to repair damage related to Installation Activities (including any EVgo maintenance or repair activities) as set forth in paragraph (A)(9)(b)(vi) above, or to return the Host Property to its condition prior to installation of the Charging Stations following termination or expiration of this Agreement. E. MISCELLANEOUS 1) Notice. Any notice provided or permitted to be given under this Agreement must be in writing and be served either by (i) deposit in the mail, addressed to the party to be notified, postage prepaid, and registered or certified, with a return receipt requested, or (ii) deposit with an internationally -recognized overnight delivery carrier, with notice of delivery to the recipient party. Notice given by registered or certified mail or overnight carrier shall be deemed delivered and effective on the date of delivery shown on the return receipt or proof 2) Assignment. This Agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, assigns, and personal representatives. In the event the Premises is transferred or Host ceases to have the requisite level of control over the Premises necessary to fulfill its obligations under this Agreement (each, a "Transfer Event"), Host shall assign its rights and obligations under this Agreement to the person or entity which would be able to comply with Host's obligations following such Transfer Event. 3) No ARencv Relationship. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the parties for any purpose, and the employees of one party shall not be deemed to be the employees of the other party. Except as otherwise stated in this Agreement, neither party has any right to act on behalf of the other, nor represent that it has such right or authority. 4) Conflict; Severability. In any conflict between the Agreement and these Terms & Conditions, the Agreement shall control. If any term of this Agreement is held by any court of competent jurisdiction to be invalid, such invalidity shall not invalidate the remainder of this Agreement and this Agreement shall be construed and deemed reformed to the extent necessary to render valid such term and the rights and obligations of the parties shall be enforced accordingly. 5) Survival. The provisions of Sections A(6)(b), C(4), D, and E(6) shall survive termination of this Agreement. 6) Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the internal laws of the state where the Host Property is located without giving effect to conflict of law rules. Venue shall be in Riverside County. 7) No Waiver. The failure of a party to insist on strict performance of any provision of this Agreement does not constitute a waiver of or estoppel against asserting the right to require performance in the future and a waiver or estoppel given in any one instance does not constitute the same with respect to a later obligation or breach. 8) Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any right or remedy by any party does not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights a party may have under any applicable law, in equity or otherwise. 9) Force Maieure; Change in Law. Neither party is responsible for any delay or failure in performance of any part of this Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes beyond the party's control. If any rule, directive, order, decision or law adversely impacts the ability for EVgo to perform its obligations under this Agreement without becoming licensed or otherwise regulated by a public utility commission or analogous agency in the relevant jurisdiction, EVgo may, at its option, immediately suspend performance under this Agreement and/or terminate this Agreement upon notice to Host and without penalty. Rev. 062915 CONTRACT NO. C3503OA 10) Attornevs' Fees. If either party institutes a suit against the other for violation of or to enforce any covenant, term or condition of this Agreement, the prevailing party shall be entitled to reimbursement of all of its costs and expenses, including, without limitation, reasonable attorneys' fees. 11) No Third Partv Beneficiaries. This Agreement does not confer any rights or remedies on any person other than the parties and their respective successors and permitted assigns. 12) Integration: Amendments. This Agreement contains all agreements, promises and understandings between the parties, and that there are no verbal or oral agreements, promises or understandings between the parties. Any amendment, modification or other change to this Agreement shall be ineffective unless made in a writing signed by the parties hereto. 13) Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all the parties had signed the same document. 14) Construction. All documents or items attached to, or referred to in, this Agreement are incorporated into this Agreement as fully as if stated within the body of this Agreement. Each party has cooperated in the drafting, negotiation and preparation of this Agreement and nothing herein shall be construed against either party on the basis of that party being the drafter of such language. Rev. 062915 NSouth Coast Contract No. M06072 W4) Air Quality Management District 40 ,. Clean Transportation Funding horn 1119 MSRC AB 27661MSRC LOCAL GOVERNMENT MATCH PROGRAM CONTRACT PARTIES - The parties to this Contract are the South Coast Air Quality Management District (hereinafter referred to as "SCAQMD") whose address is 21865 Copley Drive, Diamond Bar, California 91765-4178, and the City of Palm Desert (hereinafter referred to as "CONTRACTOR") whose address is 73-510 Fred Waring Drive, Palm Desert, California 92260-2578, 2. RECITALS A. SCAQMD is the local agency with primary responsibility for regulating stationary source air pollution within the geographical boundaries of the South Coast Air Quality Management District in the State of California (State). SCAQMD is authorized under State Health & Safety Code Section 44225 (AB 2766) to levy a fee on motor vehicles for the purpose of reducing air pollution from such vehicles and to implement the California Clean Air Act. B. Under AB 2766, SCAQMD's Governing Board has authorized the imposition of the statutorily set motor vehicle fee. By taking such action, the State's Department of Motor Vehicles (DMV) is required to collect such fee and remit it periodically to SCAQMD. C. AB 2766 further mandates that thirty (30) percent of such vehicle registration fees be placed by SCAQMD into a separate account for the sole purpose of implementing and monitoring programs to reduce air pollution from motor vehicles. D. AB 2766 creates a regional Mobile Source Air Pollution Reduction Review Committee (MSRC) to develop a work program to fund projects from the separate account. Pursuant to approval of the work program by SCAQMD's Governing Board, SCAQMD authorized this Contract with CONTRACTOR for equipment or services described in Attachment 1 - Statement of Work, expressly incorporated herein by this reference and made a part hereof of this Contract, E. CONTRACTOR has met the requirements for receipt of AB 2766 Discretionary Funds as set forth in CONTRACTOR's Electric Vehicle Charging Infrastructure Application dated September 4, 2015. F. CONTRACTOR is authorized to do business in the State of California and attests that it is in good tax standing with the California Franchise Tax Board. G. All parties to this Contract have had the opportunity to have this Contract reviewed by their attorney. 3. DMV FEES - CONTRACTOR acknowledges that SCAQMD cannot guarantee that the amount of fees to be collected under AB 2766 will be sufficient to fund this Contract. CONTRACTOR further acknowledges that payment under this Contract is contingent upon SCAQMD receiving sufficient funds from the DMV, and that SCAQMD assumes no responsibility for the collection and remittance of motor vehicle registration fees. 4. AUDIT AND RECORDS RETENTION A. CONTRACTOR shall, at least once every two years, or within two years of the termination of the Contract if the term is less than two years, be subject to an audit by SCAQMD or its authorized representative to determine if the revenues received by CONTRACTOR were spent for the reduction of pollution from motor vehicles pursuant to the Clean Air Act of 1988. B. CONTRACTOR agrees to maintain records related to this Contract during the Contract term and continue to retain these records for a period of two years beyond the Contract term, except that in no case shall CONTRACTOR be required to retain more than the most recent five years' records. SCAQMD shall coordinate such audit through CONTRACTOR'S audit staff. Contract No. ML16072 C. If an amount is found to be inappropriately expended, SCAQMD may withhold funding, or seek reimbursement, from CONTRACTOR in the amount equal to the amount that was inappropriately expended. Such withholding shall not be construed as SCAQMD's sole remedy and shall not relieve CONTRACTOR of its obligation to perform under the terms of this Contract, 5. TERM - The term of this Contract is for forty six (46) months from the date of execution by Moth parties, unless terminated earlier as provided for in the TERMINATION clause of this Contract, the EARLY TERMINATION clause, or the term is extended by amendment of this Contract in writing. No work shall commence prior to the Contract start date, except at CONTRACTOR's cost and risk, and no charges are authorized until this Contract is fully executed, subject to the provisions stated in the PRE -CONTRACT COSTS clause of this Contract. 6. SUCCESSORS -IN -INTEREST - This Contract, and the obligations arising under the Contract, shall be binding on and inure to the benefit of CONTRACTOR and their executors, administrators, successors, and assigns. REPORTING - CONTRACTOR shall submit reports to SCAQMD as outlined in Attachment 1 - Statement of Work. SCAQMD reserves the right to review, comment, and request changes to any report produced as a result of this Contract. 8. TERMINATION A. In the event any party fails to comply with any term or condition of this Contract, or fails to provide services in the manner agreed upon by the parties, including, but not limited to, the requirements of Attachment 1 — Statement of Work, this failure shall constitute a breach of this Contract. The non -breaching party shall notify the breaching party that it must cure this breach or provide written notification of its intention to terminate this contract. Notification shall be provided in the manner set forth in the NOTICES clause of this Contract. The non -breaching party reserves all rights under law and equity to enforce this Contract and recover damages. B. SCAQMD reserves the right to terminate this Contract, in whole or in part, without cause, upon thirty (30) days' written notice. Once such notice has been given, CONTRACTOR shall, except as and to the extent or directed otherwise by SCAQMD, discontinue any Work being performed under this Contract and cancel any of CONTRACTOR's orders for materials, facilities, and supplies in connection with such Work, and shall use its best efforts to procure termination of existing subcontracts upon terms satisfactory to SCAQMD. Thereafter, CONTRACTOR shall perform only such services as may be necessary to preserve and protect any Work already in progress and to dispose of any property as requested by SCAQMD. C. CONTRACTOR shall be paid in accordance with this Contract for all Work performed before the effective date of termination under section B of the TERMINATION clause of this Contract. Before expiration of the thirty (30) days' written notice, CONTRACTOR shall promptly deliver to SCAQMD all copies of documents and other information and data prepared or developed by CONTRACTOR under this Contract with the exception of a record copy of such materials, which may be retained by CONTRACTOR. 9. EARLY TERMINATION - This Contract may be terminated early due to the following circumstances: The infrastructure identified in Attachment 1, Statement of Work, becomes inoperable, and is either not technically able to be repaired, or is too costly to repair, and such failure is not caused by CONTRACTOR's negligence, misuse, or malfeasance. Contract No. ML16072 10. STOP WORK - SCAQMD may, at any time, by written notice to CONTRACTOR, require CONTRACTOR to stop all or any part of the Statement of Work tasks in this Contract. A stop work order may be issued for reasons including, but not limited to, the project exceeding the budget, out of scope work, delay in project schedule, or misrepresentations. Upon receipt of the stop work order, CONTRACTOR shall immediately take all necessary steps to comply with the order. CONTRACTOR shall resume the work only upon receipt of written instructions from SCAQMD cancelling the stop work order. CONTRACTOR agrees and understands that CONTRACTOR will not be paid for performing work while the stop work order is in effect, unless SCAQMD agrees to do so in its written cancellation of the stop work order. 11. INSURANCE A. CONTRACTOR shall furnish evidence to SCAQMD of workers' compensation insurance for each of its employees, in accordance with either California or other states' applicable statutory requirements prior to commencement of any work on this Contract. B. CONTRACTOR shall furnish evidence to SCAQMD of general liability insurance with a limit of at least $1,000,000 per occurrence, and $2,000,000 in a general aggregate prior to commencement of any work on this Contract. SCAQMD shall be named as an additional insured on any such liability policy, and thirty (30) days written notice prior to cancellation of any such insurance shall be given by CONTRACTOR to SCAQMD. C. CONTRACTOR shall furnish evidence to SCAQMD of automobile liability insurance with limits of at least $100,000 per person and $300,000 per accident for bodily injuries, and $50,000 in property damage, or $1,000,600 combined single limit for bodily injury or property damage, prior to commencement of any work on this Contract. SCAQMD shall be named as an additional insured on any such liability policy, and thirty (30) days written notice prior to cancellation of any such insurance shall be given by CONTRACTOR to SCAQMD. D. If CONTRACTOR fails to maintain the required insurance coverage set forth above, SCAQMD reserves the right either to purchase such additional insurance and to deduct the cost thereof from any payments owed to CONTRACTOR or terminate this Contract for breach. E. All insurance certificates shall be mailed to: SCAQMD, 21865 Copley Drive, Diamond Bar, CA 91765- 4178, Attention: Cynthia Ravenstein, MSRC Contracts Administrator, The SCAQMD Contract Number must be included on the face of the certificate. F. CONTRACTOR must provide updates on the insurance coverage throughout the term of the Contract to ensure that there is no break in coverage during the period of contract performance, Failure to provide evidence of current coverage shall be grounds for termination for breach of Contract. 12. INDEMNIFICATION - CONTRACTOR agrees to hold harmless, defend and indemnify SCAQMD, its officers, employees, agents, representatives, and successors -in -interest against any and all loss, damage, costs, lawsuits, claims, demands, causes of action, judgments, attorney's fees, or any other expenses arising from or related to any third party claim against SCAQMD, its officers, employees, agents, representatives, or successors in interest that arise or result in whole or in part, from any actual or alleged act or omission of CONTRACTOR, its employees, subcontractors, agents or representatives in the performance of this Contract. This Indemnification Clause shall survive the expiration or termination (for any reason) of the Contract and shall remain in full force and effect. 13, DISCLAIMER OF WARRANTY - The purchase or lease of funded vehicleslequipment is the CONTRACTOR's decision. The SCAQMD does not make any express or implied warranty of merchantability, fitness for a particular purpose or otherwise, quality or usefulness of the technology or product. Without limiting the Contract No. ML16072 foregoing, the SCAQMD will not be financially responsible, or otherwise liable, for the installation or performance of the vehicle/equipment. 14, PAYMENT A. SCAQMD shall reimburse CONTRACTOR up to a total amount of Fifty Six Thousand Dollars ($56,000) in accordance with Attachment 2 — Payment Schedule expressly incorporated herein by this reference and made a part hereof of the Contract. B. A withhold amount or percentage (if any) shall be identified in the Payment Schedule, and such amount shall be withheld from each invoice. Upon satisfactory completion of project and final acceptance of work and the final report, CONTRACTOR's invoice for the withheld amount shall be released. Proof of project completion shall include a Final Report detailing the project goals and accomplishments, data collected during project performance, if any, documentation of significant results, and emissions reduction input data needed for calculation of emissions reductions. C. Any funds not expended upon early Contract termination or Contract completion shall revert to the AB 2766 Discretionary Fund. Payment of charges shall be made by SCAQMD to CONTRACTOR within thirty (30) days after approval by SCAQMD of an itemized invoice prepared and furnished by CONTRACTOR. D. An invoice submitted to SCAQMD for payment must be prepared in duplicate, on company letterhead, and list SCAQMD's contract number, period covered by invoice, and CONTRACTOR's social security number or Employer Identification Number and submitted to: South Coast Air Quality Management District 21865 Copley Drive Diamond Bar, CA 91765-4178 Attn: Cynthia Ravenstein, MSRC Contracts Administrator 1. Charges for equipment, material, and supply costs, travel expenses, subcontractors, and other charges, as applicable, must be itemized by CONTRACTOR. Reimbursement for equipment, material, supplies, subcontractors, and other charges, as applicable, shall be made at actual cost. Supporting documentation must be provided for all individual charges (with the exception of direct labor charges provided by CONTRACTOR). 2. SCAQMD shall pay CONTRACTOR for travel -related expenses only if such travel is expressly set forth in Attachment 2 — Payment Schedule of this Contract or pre -authorized by SCAQMD in writing. 3. CONTRACTOR's failure to provide receipts shall be grounds for SCAQMD's non -reimbursement of such charges. CONTRACTOR may reduce payments on invoices by those charges for which receipts were not provided. 4. CONTRACTOR must submit final invoice no later than ninety (90) days after the termination date of this Contract or invoice may not be paid. 15. COMPLIANCE WITH APPLICABLE LAWS - CONTRACTOR agrees to comply with all federal, state, and local laws, ordinances, codes and regulations and orders of public authorities in the performance of this Contract. CONTRACTOR must also ensure that the vehicles and/or equipment to be purchased, leased or installed is in compliance with all applicable federal, state, and local air quality rules and regulations, and that it will maintain compliance for the full Contract term. CONTRACTOR shall ensure that the provisions of this clause are included in all subcontracts. 16. MOBILE SOURCE EMISSION REDUCTION CREDITS (MSERCs) A. The MSRC has adopted a policy that no MSERCs resulting from AB 2766 Discretionary Funds may be generated and/or sold. Contract No. ML16072 B. CONTRACTOR has the opportunity to generate MSERCs as a by-product of the project if a portion of the air quality benefits attributable to the project resulted from funding sources other than AB2766. These MSERCs, which are issued by SCAQMD, are based upon the quantified vehicle miles traveled (VMT) by project vehicles or other activity data as appropriate. Therefore, a portion of prospective MSERCs, generated as a result of AB 2766 Funds, must be retired. The portion of prospective credits funded by the AB 2766 program, and which are subject to retirement, shall be referred to as "AB 2766-MSERCs." C. The determination of AB 2766-MSERC's is to be prorated based upon the AB 2766 program's contribution to the cost associated with the air quality benefits. In the case where AB 2766 Discretionary Funds are used to pay for the full differential cost of a new alternative fuel vehicle or for the retrofitting or repowering of an existing vehicle, all MSERCs attributable to AB 2766 Discretionary Funds must be retired. The determination of AB 2766-MSERCs for infrastructure and other ancillary items is to be prorated based upon the AB 2766 program's contribution to the associated air quality benefits. Determination of the project's overall cost will be on a case -by -case basis at the time an MSERC application is submitted. SCAQMD staff, at the time an MSERC application is submitted, will calculate total MSERCs and retire the AB 2766-MSERCs. CONTRACTOR would then receive the balance of the MSERCs not associated with AB 2766 funding. 17. NOTICES - All notices that are required under this Contract shall be provided in the manner set forth herein, unless specified otherwise. Notice to a party shall be delivered to the attention of the person listed below, or to such other person or persons as may hereafter be designated by that party in writing. Notice shall be in writing sent by email, U.S. Mail, express, certified, return receipt requested, or a nationally recognized overnight courier service, In the case of email communications, valid notice shall be deemed to have been delivered upon sending, provided the sender obtained an electronic confirmation of delivery. Email communications shall be deemed to have been received on the date of such transmission, provided such date was a business day (Tuesday -Friday) and delivered prior to 5:30pm Pacific Standard Time. Otherwise, receipt of email communications shall be deemed to have occurred on the following business day. In the case of U.S. Mail notice, notice shall be deemed to be received when delivered or five (5) business days after deposit in the U. S. Mail. In the case of a nationally recognized overnight courier service, notice shall be deemed received when delivered (written receipt of delivery). SCAQMD: South Coast Air Quality Management District 21865 Copley Drive Diamond Bar, CA 91765-4178 Attn: Cynthia Ravenstein, MSRC Contracts Administrator, email: crave nstein(a..agmd.gov CONTRACTOR: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260-2578 Attn: Frankie Riddle, email: friddle@cityofpalmdesert.org 18. INDEPENDENT CONTRACTOR - CONTRACTOR is an independent contractor. CONTRACTOR, its officers, employees, agents, representatives, or subcontractors shall in no sense be considered employees or agents of SCAQMD, nor shall CONTRACTOR, its officers, employees, agents, representatives, or subcontractors be entitled to or eligible to participate in any benefits, privileges, or plans, given or extended by SCAQMD to its employees, SCAQMD will not supervise, direct, or have control over, or be responsible for, CONTRACTOR's Contract No. ML16072 or subcontractor's means, methods, techniques, work sequences or procedures, or for the safety precautions and programs incident thereto, or for any failure by them to comply with any local, state, or federal laws, or rules or regulations, including state minimum wage laws and OSHA requirements. 19. SUBCONTRACTOR APPROVAL - If CONTRACTOR intends to subcontract all or a portion of the work under this Contract, then CONTRACTOR must first obtain written approval from SCAQMD's Executive Officer or designee prior to subcontracting any work. Any material changes to the subcontract(s) that affect the scope of work, deliverable schedule, and/or payment/cost schedule shall also require the prior written approval of the SCAQMD Executive Officer or designee. No subcontract charges will be reimbursed unless the required approvals have been obtained from SCAQMD. 20. OWNERSHIP -Title and full ownership rights to any equipment purchased under this Contract shall at all times remain with CONTRACTOR. 21. SECURITY INTEREST - CONTRACTOR hereby grants SCAQMD a security interest in any and all equipment purchased, in whole or in part, with funding provided by SCAQMD pursuant to this Contract. CONTRACTOR acknowledges and agrees that SCAQMD shall have all lien rights as a secured creditor on any and all equipment purchased in whole or in part by the CONTRACTOR, under this Contract or any amendments thereto. The SCAQMD shall have lien rights in effect until the CONTRACTOR satisfies all terms under the Contract, including but not limited to, the use and reporting requirements. 22. NON-DISCRIMINATION - In the performance of this Contract, CONTRACTOR shall not discriminate in recruiting, hiring, promotion, demotion, or termination practices on the basis of race, religious creed, color, national origin, ancestry, sex, age, or physical handicap and shall comply with the provisions of the Califomia Fair Employment & Housing Act (Government Code Section 12900, of seq.), the Federal Civil Rights Act of 1964 (P.L. 88-352) and all amendments thereto, Executive Order No.11246 (30 Federal Register 12319), and all administrative rules and regulations issued pursuant to said Acts and Order. CONTRACTOR shall likewise require each subcontractor to comply with this clause and shall include in each such subcontract language similar to this clause. 23. CITIZENSHIP AND ALIEN STATUS A, CONTRACTOR warrants that it fully complies with all laws regarding the employment of aliens and others, and that its employees performing services hereunder meet the citizenship or alien status requirements contained in federal and state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986 (P.L. 99-603). CONTRACTOR shall obtain from all covered employees performing services hereunder all verification and other documentation of employees' eligibility status required by federal statutes and regulations as they currently exist and as they may be hereafter amended, CONTRACTOR shall have a continuing obligation to verify and document the continuing employment authorization and authorized alien status of employees performing services under this Contract to insure continued compliance with all federal statutes and regulations. Notwithstanding the above, CONTRACTOR, in the performance of this Contract, shall not discriminate against any person in violation of 8 USC Section 1324b. B. CONTRACTOR shall retain such documentation for all covered employees for the period described by law. CONTRACTOR shall indemnify, defend, and hold harmless SCAQMD, its officers and employees from employer sanctions and other liability which may be assessed against CONTRACTOR or SCAQMD, or both in connection with any alleged violation of federal statutes or regulations pertaining to the eligibility for employment of persons performing services under this Contract. Contract No. ML16072 24. ASSIGNMENT AND TRANSFER OF EQUIPMENT A. The rights and responsibilities granted hereby may not be assigned, sold, licensed, or otherwise transferred by CONTRACTOR without the prior written consent of SCAQMD, and any attempt by CONTRACTOR to do so shall be void upon inception. B. CONTRACTOR agrees to obtain SCAQMD's written consent to any assignment, sale, license or transfer of Equipment, if any, prior to completing the transaction. CONTRACTOR shall inform the proposed assignee, buyer, licensee or transferee (collectively referred to here as "Buyer") of the terms of this Contract. CONTRACTOR is responsible for establishing contact between SCAQMD and the Buyer and shall assist SCAQMD in facilitating the transfer of this Contract's terms and conditions to the Buyer. CONTRACTOR will not be relieved of the legal obligation to fulfill the terms and conditions of this Contract until and unless the Buyer has assumed responsibility of this Contract's terms and conditions through an executed contract with SCAQMD. 25, NON -EFFECT OF WAIVER - The failure of CONTRACTOR or SCAQMD to insist upon the performance of any or all of the terms, covenants, or conditions of this Contract, or failure to exercise any rights or remedies hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenants, or conditions, or of the future exercise of such rights or remedies, unless otherwise provided for herein. 26. TAX IMPLICATIONS FROM RECEIPT OF MSRC FUNDS -CONTRACTOR is advised to consult a tax attorney regarding potential tax implications from receipt of MSRC funds. 27. ATTORNEYS' FEES - In the event any action is filed in connection with the enforcement or interpretation of this Contract, each party in said action shall pay its own attorneys' fees and costs. 28. FORCE MAJEURE - Neither SCAQMD nor CONTRACTOR shall be liable or deemed to be in default for any delay or failure in performance under this Contract or interruption of services resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond the reasonable control of SCAQMD or CONTRACTOR. 29. SEVERABILITY - In the event that any one or more of the provisions contained in this Contract shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction, such holding shall not affect any other provisions of this Contract, and the Contract shall then be construed as if such unenforceable provisions are not a part hereof. 30. HEADINGS - Headings on the clauses of this Contract are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Contract. 31. DUPLICATE EXECUTION - This Contract is executed in duplicate. Each signed copy shall have the force and effect of an original. 32. GOVERNING LAW - This Contract shall be construed and interpreted and the legal relations created thereby shall be determined in accordance with the laws of the State of California. Venue for resolution of any disputes under this Contract shall be Los Angeles County, California. Contract No. ML16072 33. PRE -CONTRACT COSTS - Any costs incurred by CONTRACTOR prior to CONTRACTOR receipt of a fully executed Contract shall be incurred solely at the risk of the CONTRACTOR. In the event that a formal Contract is not executed, neither the MSRC nor the SCAQMD shall be liable for any amounts expended in anticipation of a formal Contract. If a formal Contract does result, pre -contract cost expenditures authorized by the Contract will be reimbursed in accordance with the Payment Schedule and payment provision of the Contract. 34. CHANGE TERMS - Changes to any part of this Contract must be requested in writing by CONTRACTOR and approved by MSRC in accordance with MSRC policies and procedures. CONTRACTOR must make requests a minimum of 90 days prior to desired effective date of change. All modifications to this Contract shall be in writing and signed by the authorized representatives of the parties. Fueling station location changes shall not be approved under any circumstances. 35. PREVAILING WAGES — CONTRACTOR is alerted to the prevailing wage requirements of California Labor Code section 1770 et seq,, and the compliance monitoring and enforcement of such requirements by the Department of Industrial Relations ("DIR"). CONTRACTOR and all of CONTRACTOR's subcontractors must comply with the California Public Works Contractor Registration Program and must be registered with the DIR to participate in public works projects. CONTRACTOR shall be responsible for determining the applicability of the provisions of California Labor Code and complying with the same, including, without limitation, obtaining from the Director of the Department of Industrial Relations the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work, making the same available to any interested party upon request, paying any applicable prevailing rates, posting copies thereof at the job site and flowing all applicable prevailing wage rate requirements to its subcontractors. Proof of compliance with these requirements must be provided to SCAQMD upon request. CONTRACTOR shall indemnify, defend and hold harmless the South Coast Air Quality Management District against any and all claims, demands, damages, defense costs or liabilities based on failure to adhere to the above referenced statutes. 36. ENTIRE CONTRACT - This Contract represents the entire agreement between CONTRACTOR and SCAQMD. There are no understandings, representations, or warranties of any kind except as expressly set forth herein. No waiver, alteration, or modification of any of the provisions herein shall be binding on any party unless in writing and signed by the authorized representative of the party against whom enforcement of such waiver, alteration, or modification is sought. 37. AUTHORITY - The signator hereto represents and warrants that he or she is authorized and empowered and has the legal capacity to execute this Contract and to legally bind CONTRACTOR both in an operational and financial capacity and that the requirements and obligations under this Contract are legally enforceable and binding on CONTRACTOR. (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK) Contract No. ML16072 IN WITNESS WHEREOF, the parties to this Contract have caused this Contract to be duly executed on their behalf by their authorized representatives. SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT By: Dr. William A. Burke, Chairman, Governing Board Date: ATTEST: Saundra McDaniel, Clerk of the Board By: APPROVED AS TO FORM: Kurt R. Wiese, General Counsel By: //MSRC Master Boilerplate Revised December 16, 2014 CITY OF PALM DESERT By: Name: Title: Date: Attachment 1 Statement of Work City of Palm Desert Contract Number MIL16072 1. Project The City of Palm Desert (hereinafter referred to as "CONTRACTOR") is to install a publicly accessible `level III/fast" type EV charging station at the Palm Desert Civic Center Park Complex, located at 73-510 Fred Waring Drive, Palm Desert, California. Publicly accessible installations must include signage with information on whom to contact in the event that users encounter malfunctions. CONTRACTOR shall be reimbursed for charging station installation according to the costs stated in Attachment 2 — Payment Schedule. 2. Operation Requirements and Reimbursement for Noncompliance CONTRACTOR is obligated to comply with the Operational Availability requirements set forth as follows: A. CONTRACTOR commits to ensuring charging station remains operational in the original location for a period of no less than five (5) years from the date the station begins operations in either its initial or expanded capacity. Should CONTRACTOR desire to deviate from this obligation, for reasons other than those stated in the EARLY TERMINATION clause of this Contract, CONTRACTOR shall reimburse SCAQMD for a prorated share of the funds provided for fueling/charging facilities as indicated in the table below: 5 year Operational Availability Obligation Termination Occurs Within Year 1 Between Years 1-2 Between Years 2-3 Percentage of MSRC Funds to be Reimbursed 100% 80% 60% Between Years 3-4 40% Between Years 4-5 20% After Year 5 0% B. The appropriate reimbursable amount shall be paid to SCAQMD within sixty (60) days from the date the station ceases operation. CONTRACTOR shall not be responsible for any reimbursement to SCAQMD if the obligation is terminated as a result from one or more reasons set forth in the EARLY TERMINATION clause of this Contract. C. The obligations of this section shall survive the expiration of the Contract and continue in full force and effect until the applicable operational availability period set forth above has been satisfied. 3. Promotion CONTRACTOR shall prepare and submit a proposed Public Outreach Plan to promote the MSRC's co -funding of the EV charging station. Acceptable outreach may include, but is not limited to, notices in CONTRACTOR mailings to residents, newspaper notices, flyers, and information items at CONTRACTOR Board meetings and community events. The Public Outreach Plan shall Attachment 1 Statement of Work City of Palm Desert Contract Number ML16072 automatically be deemed approved 30 days following receipt by SCAQMD staff, unless SCAQMD staff notify CONTRACTOR in writing of a Public Outreach Plan deficiency. CONTRACTOR shall implement the approved Public Outreach Plan in accordance with the Project Schedule below. 4. Reports Quarterly Reports: Until EV charging station commences operation, CONTRACTOR shall provide quarterly progress reports that summarize the project results to date including, but not limited to: tasks completed, issues or problems encountered, resolutions implemented, and progress to date. Progress reports that do not comply will be returned to the CONTRACTOR as inadequate. Final Report: A Final Report shall be submitted by the CONTRACTOR in the format provided by SCAQMD staff. Report shall include, at a minimum: a) an executive summary; and b) a detailed discussion of the results and conclusions about this project. CONTRACTOR will identify any barriers encountered and solutions developed to overcome the barriers, and impact of project on future electric vehicle projects. S. Project Schedule CONTRACTOR shall comply with the increments of progress identified in the following chart. The completion month for each task is based on the date of Contract execution. j Task Completion Order materials Month 5 Submit Public Outreach Plan Month 4 Complete EV station installation and enter Month 7 into service Implement Public Outreach Plan Month 9 Quarterly reports Month 4 Final Report Month 10 Attachment 2 Payment Schedule City of Palm Desert Contract Number ML16072 Cost Breakdown Maximum Additional A62766 CONTRACTOR Other Funds Project Co - Purchase Discretionary A62766 Applied to Funding Total Cost Category Funds payable Subvention Match (not under this Funds Applied matched) Contract EV Charging $56,000 $10,000 $46,000 $0 $112.000 Station No funds shall be paid out to CONTRACTOR pursuant to this Contract, until the project described in Attachment 1 is completed and proof of completion is provided to SCAQMD. If the project described in Attachment 1 is not completed and satisfactory proof of completion is not provided to SCAQMD, no monies shall be due and payable to CONTRACTOR. Proof of completion shall include: o Representative photos of completed station; o a report signed by a responsible official certifying that the station has been completed as described in Attachment 1; and o receipts for equipment and/or invoice(s) from subcontractor(s) performing the installations, if any. If, at the completion of the Project, the expenditures are less than the Total Cost amount above, the actual amount of AB 2766 Discretionary Funds reimbursed to CONTRACTOR shall be adjusted on a prorated basis, so that the amount reimbursed to CONTRACTOR shall not exceed the actual amount of AB 2766 Subvention Funds applied. Additional AB 2766 Discretionary Match Funds will not be available to fund project cost overruns. Any project cost overruns must be funded from other than AB 2766 Discretionary Funds. PU0+34y 4 SOUTHERN CALIFORNIA rl EDISON Document # I 7590025580 An EVISON INTERNATIONAL - CumPant j Southern California Edison Company I Invoice # 229467 36100 CATHEDRAL CANYON DRIVE CA H-IEDRAL CI CY CA 92234 I Invoice Date: I 01/14/2016 SCE Contact: I 1 Kristina Rae Burton PALM DESERT, CITY OF 73510 FRED WARING DR Telephone: I (760)-202-4286 PALM DESERT CA 92260 2524 Install - Billing Option: I SCE INSTALL - Description Amount Service Request Number: 2039080 Project TDI051873 - NIAI' 2SP; NI:W NIE't'LR AND SC.RVICF. LiG PClit EV 73il:1 1'2 FRED WARING DR EV PED PALM DESERTCA922602524 Item # 245730 Product: MIST', -NEW METER Rt SERVICE S19.103.91 Design #: 742153 'ID1051873 -NEW ME"IER AND SERVICE UG FOR I-T CHARGER PED Previous Paymcttt S0.0c EA'1'S: unclosed are two copies ol'your invoice. Please return one copy of the invoice with your payment to ACCOUnti Rccei�dhle in the enclosed icturn-addressed envelope. The wher copy ul'the invoice is for your records. ` All prices are applicable fora period o1'90 days from this date and are subject to chance lheuculicr. ' All payments must he delivered by mail, an altcmate postal method, or one of our electronic payment options Walk-iu payments are no longer accepted at any SCE location, including Accounts Rcccivable. ' Call the Filkon company at I-00-655-4555 to make application for electrical ;en ice. An Edison luslIector most apprut c till underground systems. Please call your designawd inipu tar 4S hours I�rior to construction to sChedulc an inspcctiun. ' final electrical in;pecuwn from the local govemmental building and safety department must he reed cd bef'ure kcc: can cue vice your eoa Vacs TOTAL. PROJECT INVOICE AMOUNT- $19,103.94 SITE MAP Rwp•nw } 4a �. nvbn Rxa�lli�5dwc! .� rm>Io��.dwai or fir, 5 .LMiilPww9 � w i � . C9 ,d VICINITY MAP Legend CITY OF PALM DESERT ---------UNDERGROUNDCON DUVTRUN 73-510 FRED WARING DR 4 PALM DESERT,CA 92660 CONDUIT RUN www.cleanfuelccinnecticin.com 119Qa C_AgK 3T DC FAST CHARGER Aa.Aoia. c" 91006 PRELIMINARY SITE PLAN �Q�46251 445.1 445 EV CHARGING STATIONS TOTALS From activation till Total Total Charging 1/20/2016 Number of Duration Time Energy Uses (hh:mm:ss) i(hh:mm:ss) (kWh) COD 299 1071:14:32 656:48:58 2850.61767 Desert Crossing 588 563:19:28 469:38.48 1994.87749 PPE 364 816:47:43 579.04:35 1707.32414 PP3 689 1589:42:52 963:00:07 2903.02909 PPW 227 338:15:52 237:28:15 891.484843 UCR 511 819:48:37 646:03:59 2697.71069 Westfield West 749 1077:34.57 761:02:19 2383,8563 Westfield East 1038 1249:31:17 991:35:35 3615.02118 4465 7525:15:18 5304:42:36 19043.9214 Gasoline GHG Savings Savings (kg) (gallons) 1197.254 357,754 837.846 250.357 717.075 214.266 1219.273 364.327 374.422 111.875 1133.038 338.568 1001.204 299.172 1518.321 453,686 7998.433 2390,005