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HomeMy WebLinkAboutCLIPPER CREEK INC.V? I? ?j U !:)Are: U RECONNECT CALIFORNIA CHARGE STATION AND INSTALLATION AGREEMENT Site Owner: A-2012-068 Site Location: I o e o E. 5-.n t% A ng 1V J _(Charging Site) As an existing public electric vehicle charge station site owner ("Site Owner"), Site Owner is being provided an opportunity to upgrade one or more electric vehicle charge stations ("Charge Stations") to the new SAE-J1772'" standard (CS-40, manufactured by ClipperCreek, Inc. ("CCI") ) to be installed by its Program Partners, under the Reconnect California Program (the "Program"). The Program has been funded in part under the terms of PON-09-006 from the California Energy Commission ("CEC"). in order for Site Owner to receive its Charge Station upgrade and installation, Site Owner agrees to all of the following terms and conditions: 1. Grant Recipient: ClipperCreek, Inc. Auburn, CA- Grant Recipient and Program Manager CCI Program Partners: EV Connect, Inc. of Culver City, CA- Installer Tom Dowling, Folsom, CA-Coordinator 2. Charge Stations. Site Owners Charge Station upgrade is set forth in this section. CCI Model Number CS-40 Number of Charge Stations: Exhibit "A" to this Agreement sets forth the specific Charge Station(s) and the location(s) in which the Charge Stations are to be upgraded and installed. 3. Shipment and Delivery. CCI will pay for the cost of standard delivery charges of the Charge Stations to Site Owner's locations. CCI shall choose the method by which Charge Stations are to be delivered. 4. Installation. (a) Installation of the Charge Stations will be performed by CCI Program Partners. Site Owner agrees to indemnify and hold harmless, CC[, CCI Program Partners, and their officers, directors, employees, shareholders from all losses, costs, expenses, claims and/or other charges incurred by any of them as a result of the failure by Site Owner to observe each of the applicable reporting, and access requirements outlined in section 11 of this agreement. 5: Warranty. The Charge Stations will be covered by the terms of CCI's and CCI Program Partners' standard product and installation warranties, respectively, for a period of one (1) year from the date of installation. Should Site Owner wish to obtain an extended product or installation warranties, Site owner should contact CCI Program Partners for a description of applicable terms and conditions, 6. Additional Products and Services. In the event that Site Owner desires to purchase additional Charge Stations and/or related products or services, this transaction will be handled outside of this agreement. 7. Access to the Public. All of the Charge Stations will be installed in a manner and in locations that make them available for access and use by the general public. The Charge Stations and the facilities, in which they are located, shall be kept clean and in good repair. Site Owner agrees to maintain appropriate signage that clearly and prominently identifies and, where appropriate, provides directions to the Charge Stations so that they may be easily located by drivers of electric vehicles. Site Owner shall promptly call CC] Program Partners, in order to arrange for the repair of any non- functioning Charge Stations. 8. Representations and Warranties. Site Owner represents and warrants to CCI and CC] Program Partners that: (1) Authority -- Site Owner has the power and authority to enter into and be bound by this Agreement and to authorize the replacement or installation of the Charge Stations and any other electric vehicle charge products or services at the location(s) (the "Locations") set forth in Exhibit "A"; (ii) No Violation With Existing Site Owner Electrical Supply or Other Agreements -- Site Owner assumes all responsibility that the electrical usage of the Charge Stations will not violate or otherwise conflict with the terms and conditions of any applicable electrical purchase or other agreement including, without limitation, any lease, to which Site Owner is a party; (iii) Installation of Charge Stations Will Not Violate Any Other Agreements or Laws -- Site Owner will not install or attach, or allow to be installed or attached, Charge Stations on or to infrastructure not owned by Site Owner without proper authority or consent, and will otherwise observe all applicable governmental or other restrictions (whether by agreement or otherwise) applicable to the Locations; and (iv) Compliance Laws -- Site Owner will comply with all applicable laws. 9. Further Representations and Warranties for Tenants. If the Charge Stations are to be installed at one or more locations at which Site Owner is a tenant rather than the owner thereof, Site Owner represents and warrants to CCI that Site Owner has received all consents from its landlord(s) that are necessary for the installation of the Charge Stations in a manner that does not violate its lease. Site Owner shall promptly reimburse CCI for any costs incurred by it, any of its Authorized Distributors or Certified Network Contractors, including, without limitation, reasonable attorneys fees, as a result of the installation of Charge Stations in violation of this section. 10. Publicity. Site Owner agrees to permit CCI and CCI Program Partners to use its name, in a manner reasonably approved by Site Owner, for purposes of publicizing the Program. For these purposes CC[ and CCI Partners will inform Site Owner, in writing, at least ten (10) days, or less (if mutually agreed by Site Owner and CCI and CCI Partners), prior to using Site Owners name or its intent to do so, and will provide Site Owner with copies of any press releases, advertisements or other promotional materials in which Site Owner's name is to be used for review and approval. Site Owner's consent to such use will be presumed if Site Owner does not object within five (5) business days of actual receipt of notice from CC] and CCI Partners under this section. 11. Access (i) Charging Site Location. CCI and CCI Program Partners are hereby granted access to the Site Location, sufficient notice, to perform the site evaluation and subsequent upgrade of the EVSE units at the Site Location. (ii) Electrical Panel. Charging Site is aware and agrees that the upgrade project will require CCI and CC) Program Partners to have access to the electrical panel supporting the EVSE(s) and hereby agrees to make someone available to allow such access to the electrical panel as required access and authorization. (ill) Additional Upgrades. If more than one site visit is required, i.e., not all EVSE(s) are upgraded at the same time, to accommodate, smart grid upgrades or data collection Site Owner agrees to provide the same access for each visit. (iv) Removed EVSEs. Site Owner agrees to allow CCI and CCI Program Partners to dispose of the removed EVSEs as they sde fit. - (v) Data Collection. CCI and CCI Program Partners are hereby granted access to the Charging Site location for the purpose of the collection of data, which shall remain anonymous related to the EV Driver. Access shall be unrestricted except as herein stated: (vi) Smart Grid Upgrades. CCI and CCI Program Partners are hereby granted access to the Charge Site location and corresponding electrical panel, upon scheduling required access with the city, for the purpose of performing the initial site evaluation, charging station upgrade and subsequent smart grid module installation. (vii) Public Database. Charge Site grants CC] and CCI Program Partners permission to make the Charging Station Location and upgrade information publicly available through electronic databases. 12. No Amendment or Modification. No modification, amendment or waiver of this Agreement shall be effective unless in writing and either signed or electronically accepted by the party against whom the amendment, modification or waiver is to be asserted. 13. Waiver. CCi and CC[ Program Partners failure at any time to require Site Owner's performance of any obligation under this Agreement will in no way affect the full right to require such performance at any time thereafter. CC] and CC] Program Partners failure to exercise any of its rights. provided in this Agreement will not constitute a waiver of such rights. No waiver will be effective unless in writing and signed by a CCI and CCI Program Partners authorized representative. Any such waiver will be effective only with respect to the specific instance and for the specific purpose given. 14. Applicable law. This Agreement will be construed, and performance will be determined, according to the laws of the State of California without reference to such state's principles of conflicts of law and the state and federal courts of California shall have exclusive jurisdiction over any claim arising under this Agreement. 15. Insurance. (1) CCI and CCI Program Partners shall maintain, at it's own expense during the term of this Agreement, Workers' Compensation & Employers Liability, or ensure that it's Agents provide the same insurance specified below with respect to it's employees, contractors or subcontractors accessing the Charging Site location pursuant to this Agreement. (ii) CCI and CCI Program Partners shall not be required to maintain any employment related insurance for any employee, contractor or agent of Site Owner, whether or not said person is engaged in the Initial Upgrade or Access. (iii) CCI and CCI Program Partners shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of CCCI or CC] Program Partner's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 16. Regulations and Instructions. (1) CCI and CCI Program Partners agrees at all times to comply with all federal, state and local laws, ordinances, rules and regulations applicable to electronic vehicle charging units in California. (ii) Site Owner agrees at all times to comply with all federal, state and local laws, ordinances, rules and regulations applicable to hosting an electronic vehicle charging site in California. Site Owner shall indemnify and hold harmless, CCI and CCI Program Partners from any 3rd party claim arising from or relating to the real property at the Charging Site used by the EV Drivers use of the Charging Site. (ill) CCI and CCI Program Partners shall only permit personnel properly instructed in the characteristics and safe handling methods associated with Installation and data collection of the charging units to perform work at the site. 17. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. 18. Assignment. Site Owner may not assign any of Site Owners rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of CC). 19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute but one and the same document. ,mil LIPPER K, INC. E NNE IN SITE OWN City of Santa Ana lit ' By: me* Jas Franc Na Jord n amer Name: . Kevin O'Rourke T' e: qwa?xecutlve Officer Title: Chief Executive Officer Title: _Interim City Manager ATTEST: Recommended for Approval: Raul Godinez, lit, Executive Direct - PWA Maria D. Huizar 0" Clerk of the Council .7tt AITWM?i) AS TO FORM h? A" sistant City At€orrrey EXHIBIT "A" DESCRIPTION OF AWARDED CHARGE STATIONS AND INSTALLATION LOCATIONS Charge Station Model Number Installation Location ClipperCreek CS-40 w/ ea 1000 E Santa Ana Blvd, Santa Ana, Ca 92701 LP Amiss c.,rko( Wy pq)