Loading...
HomeMy WebLinkAbout1997-269 RESOLUTION NO. 97-269 1 2 RESOLUTION OF THE CIlY OF SAN BERNARDINO AumORIZING THE SUBMISSION OF A PROJECT APPLICATION AND THE EXECUTION OF A 3 CONTRACT BY AND BETWEEN soum COAST AIR QUAllTY MANAGEMENT DISTRICT AND SAID CIlY FOR THE PURPOSE OF ACQUIRING A TWENTY 4 PERCENT MATCH GRANT FOR ACQUISmON OF AN,EI"ECTRIC VEHICLE FOR 5 USE AS A CIlY OF SAN BERNARDINO FLEET DMSION POOL CAR. . r 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CIlY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and 8 directed to execute on behalf of said City the contract with the South Coast Air Quality 9 Management District relative to AB 2766/MRSC Local Government Subvention Match Fund Program. 10 SECTION 2. The authorization to execute the above referenced agreement is 11 rescinded if the parties to the agreement fail to execute it within sixty (60) days of the 12 passage of this resolution. 97-269 1 2 3 4 5 6 7 I , RESOLUTION OF TIlE CITY OF SAN BERNARDINO AumORIZING TIlE SUBMISSION OF A PROJECT APPliCATION AND TIlE EXECUTION OF A CONTRACT BY AND Bu wEEN soum COAST AIR QUALITY MANAGEMENT DISTRICT AND SAID CITY FOR TIlE PURPOSE OF ACQUIRING A TWEN1Y PERCENT MATCH GRANT FOR ACQUISmON OF AN ELECTRIC VEHICLE FOR USE AS A CITY OF SAN BERNARDINO FLEET DMSION POOL CAR. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor joint and Common Council of the City of San Bernardino at a regular meeting thereof, held on the 2nd day of September, 1997, by the following vote, to wit: 16 MILLER 17 18 19 20 21 r:;;c~J; L C-L.L~/ City Clerk The foregoing resolution is hereby approved this '14. day of septembe"; 1997. ~r"'14 / @7Yl I'!.(~ J' ~ TOM MINOR, Mayor City of San Bernardino 2 97-269 Contract No, AB2766/016 SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT AB 2766/MSRC LOCAL GOVERNMENT SUBVENTION FUND MATCH PROGRAM CONTRACT WHEREAS, the parties to this Contract are the South Coast Air Ouality Management District (hereinafter referred to as "AOMD") whose address is 21865 Copley Drive, Diamond Bar, California 91765, and City of San Bernardino (hereinafter referred to as "CONTRACTOR") whose address is 300 N. "D" Street, San Bernardino, CA 92402. WHEREAS, AOMD is the local agency with primary responsibility for regulating stationary source air pollution in the South Coast Air Basin in the State of California (State) and AOMD is authorized under State Health & Safety Code Section 44225 (Assembly Bill (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; and WHEREAS, under State Health and Safety Code Section 44223(a) the AOMD's Governing Board has authorized the imposition of the statutorily set motor vehicle fee and by taking such action the State's Department of Motor Vehicles (DMV) is required to collect such fee and remit it periodically to AOMD; and WHEREAS, State Health and Safety Code Section 44243(c) further mandates that thirty (30) percent of such vehicle registration fees be placed by AOMD into a separate account for the sole purpose of implementing and monitoring programs to reduce air pollution from motor vehicles; and WHEREAS, State Health and Safety Code Section 44244(a) creates a regional Mobile Source Air Pollution Reduction Review Committee (MSRC) to develop a work program to fund projects from the separate account and pursuant to approval of the work program by AOMD's Governing Board, AOMD Board authorized a contract with CONTRACTOR for the project described in Exhibit "A" (Project Description) incorporated herein and made a part hereof, and WHEREAS, CONTRACTOR has met the requirements for receipt of AB 2766 Discretionary Funds as set forth in CONTRACTOR'S AB 2766 Local Government Subvention Match Program Application dated September 8,1997. NOW THEREFORE, the Parties agree as follows: TERMS AND CONDITIONS OF PERFORMANCE 1, DMV FEES - CONTRACTOR acknowledges that AOMD cannot guarantee the amount of fee to be collected under AB 2766 will be sufficient to fund this Contract. CONTRACTOR further acknowledges that AOMD's receipts of funds is contingent on the timely remittance by State's DMV. AOMD assumes no responsibility for the collection and remittance of motor vehicle registration fees by DMV to AOMD in a timely manner. 2. AUDIT - 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 AOMD or its authorized representative to determine if the revenues received by 97-269 CONTRACTOR were spent for the reduction of pollution from Motor Vehicles pursuant to the Clean Air Act of 1988, AOMD shall coordinate such audit through CONTRACTOR'S audit staff. If an amount is found to be inappropriately expended, AOMD may withhold revenue from CONTRACTOR in the amount equal to the amount which was inappropriately expended. Such withholding shall not be construed as AOMD's sole remedy and shall not relieve CONTRACTOR of its obligation to perform under the terms of this Contract. 3. TERM - The term of this Contract is from date of contract execution by both parties through completion of the project or July 31, 1999, whichever occurs first unless terminated earlier as provided for in Paragraph 4 below entitled Termination. All project deliverables and requests for reimbursement must be received by July 31, 1999. Failure to meet this deadline will result in forfeiture of AB 2766 Discretionary Funds. Extensions to this deadline will not be granted, 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. 4. TERMINATION - In the event any party fails to comply with any term or condition of this Contract, or fails to provide the services in the manner agreed upon by the parties, including, but not limited to, the requirements of Exhibits "A" and "C" , this shall constitute a material breach of the Contract. The non-breaching party shall have the sole and exclusive option either to notify the breaching party that it must cure this breach within fifteen (15) days or provide written notification of its intention to terminate this Contract with thirty (30) day's written notice. Notification shall be provided in the manner set forth in Paragraph 21 below, entitled - "Notices." Termination shall not be the exclusive remedy of the non- breaching party. The non-breaching party reserves the right to seek any and all remedies provided by law. AOMD reserves the right to terminate this Contract for non-breach and will reimburse CONTRACTOR for actual costs incurred in performance of this Contract through the effective date of termination for non-breach. 5, INSURANCE - CONTRACTOR is permissibly self-insured and will maintain self- insurance in accordance with applicable provisions of California law as evidenced by certificate of self-insurance provided to AOMD. CONTRACTOR shall maintain such coverage during the term of this Contract and any extensions thereof. If CONTRACTOR fails to maintain the required insurance coverage, AOMD reserves the right to terminate the Contract or purchase such additional insurance and bill CONTRACTOR or deduct the cost thereof from any payments owed to CONTRACTOR. 6. INDEMNIFICATION - CONTRACTOR agrees to hold harmless, defend, and indemnify AOMD, its officers, employees, agents, representatives, and successors-in-interest against any and all loss, damage, cost, or expenses which AOMD, its officers, employees, agents, representatives, and successors-in-interest may incur or be required to pay by reason of any injury or property damage caused or incurred by CONTRACTOR, its employees, subcontractors, or agents in the performance of this Contract. 7, PAYMENT A. AOMD shall pay CONTRACTOR a Firm Fixed Price of Three Thousand Two Hundred and Fifty Dollars ($3,250) upon completion of the project on a reimbursement basis. 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 AOMD to CONTRACTOR within thirty (30) days after approval by AOMD of an itemized invoice prepared and furnished by CONTRACTOR. B. An invoice submitted to AOMD for payment must be prepared in duplicate, on company letterhead, and list AOMD's contract number, period covered by invoice, and CONTRACTOR'S social security number or Employer Identification Number and submitted 97-269 to: South Coast Air Quality Management AQMD, 21865 East Copley Drive, Diamond Bar, CA 91765. Attn: Michele Stitzel. C. No funds shall be paid out to CONTRACTOR pursuant to this contract, until the project described in Exhibit "A" is completed and proof of completion is provided to AQMD. If the project described in Exhibit "A" is not completed and satisfactory proof of completion is not provided to AQMD, no monies shall be due and payable to CONTRACTOR. Proof of 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. D. 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. E. The Firm Fixed Price amount of this Contract shall not exceed 25% of the total AB 2766 Subvention Funds applied to the project described in Exhibits "A", "B", and "C" of this Contract. F. If, at the completion of the Project described in Exhibit "A", the actual amount of AB 2766 Funds utilized in performance of the project is less than the amount described in Exhibit "B", the Firm Fixed Price amount reimbursed to CONTRACTOR by AQMD shall not exceed 25% of the actual AB 2766 Subvention Fund amount applied to the project. 8, 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 and to ensure that the provisions of this clause are included in all subcontracts. 9. EMPLOYEES OF CONTRACTOR A. CONTRACTOR shall be responsible for the cost of regular pay to its employees, as well as cost of vacation, vacation replacements, sick leave, severance pay and pay for legal holidays. B, CONTRACTOR shall also pay all federal and state payroll taxes for its employees and shall maintain workers' compensation and liability insurance for each of its employees. C. CONTRACTOR, its officers, employees, agents, or representatives shall in no sense be considered employees or agents of AQMD, nor shall CONTRACTOR, its officers, employees, agents, or representatives be entitled to or eligible to participate in any benefits, privileges, or plans, given or extended by AQMD to its employees. D, CONTRACTOR warrants that it has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. CONTRACTOR further represents that in performance of this Contract, no person having any such interest shall be employed by CONTRACTOR or any subcontractor. 10. OWNERSHIP - Title and full ownership rights to any products purchased or developed under this Contract shall at all times remain with CONTRACTOR. 11. 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 California Fair Employment & Housing Act (Government Code Section 12900, et sea.), 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 paragraph and shall include in each such subcontract language similar to this paragraph. 97-269 12. ASSIGNMENT - The rights granted hereby may not be assigned, sold, licensed, or otherwise transferred by either party without the written consent of the other, and any attempt by either party to do so shall be void upon inception, 13. NON-EFFECT OF WAIVER - CONTRACTOR'S or AQMD's failure 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, 14. ATTORNEYS' FEES - In the event any action (including arbitration) 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. 15, FORCE MAJEURE - Neither AQMD 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 AQMD or CONTRACTOR. 16. SEVERABILITY - In the event that anyone 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. 17. HEADINGS - Headings on the paragraphs 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. 18. DUPLICATE EXECUTION - This Contract is executed in duplicate. Each signed copy shall have the force and effect of an original. 19. 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 dispute shall be Los Angeles County, California. 20. PRE-CONTRACT COSTS - Any costs incurred by CONTRACTOR prior to AQMD 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 AQMD 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 cost schedule and payment provision of the Contract. 21. NOTICES - Any notices from either party to the other shall be given in writing to the attention of the persons listed below, or to other such addresses or addressees as may hereafter be designated in writing for notices by either party to the other. A notice shall be deemed received when delivered or three days after deposit in the U, S. Mail, postage prepaid, whichever is earlier. 97-269 AQMD: South Coast Air Quality Management District 21865 Copley Drive Diamond Bar, CA 91765 Attn: Michele Stitzel CONTRACTOR: City of San Bernardino 300 N. "D" Street San Bernardino, CA 92402 Attn: Rachel Clark 22. ENTIRE CONTRACT" This Contract represents the entire agreement between the parties hereto related to CONTRACTOR providing services to AQMD and 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 party against whom enforcement of such waiver, alteration, or modification is sought. 97-269 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 AQMD City of San Bernardino (Name of City or County) By: ~&:;;J;{I{~ By: // // ) ///,k<<' / F"" /. . / -Nancy S. Covey / Contracts Manager, South Coast AQMD Date: I( ,"'J/;7 (Name) Tom Minor (Title) Mayor By: ~CJ~ (Name) (Title) . Rachel Clark City Clerk Date: q ~c:; r 17 APPROVED AS TO FORM: Peter Greenwald, General Counsel By: C-8 97-269 EXHmIT A: PROJECT DESCRIPTION/STATEMENT OF WORK PROJECT GOALS AND OBJECTIVES: The City of San Bernardino is interestedjn acquiring an electric vehicle for use as a pool car. All City departments will have access to the vehicle for various purposes such as, general pick- ups, inspections, meetings etc. The vehicle will provide visible evidence of the City's commitment to reduce mobile source emissions and promote the important concept to the public. 97-269 EXHIBIT B: PROJECT COST BREAKDOWN (please return this page as part of your Project Application) A. Please provide the following information'regarding project funding: What is your CU"ent Unal/ocatedAB 2766 Subvention Fund Balance? $ ::112 000 B. Please provide the following Project Cost by Category Information: PROJECT COST BY FUNDING CATEGORY 1. AB 2766 SUBVENTION FUNDS (existing unallocated funds) 2. AB 2766 SUBVENTION FUNDS FROM FY 1997-'98 . 3. MSRC DISCRETjONARY FUNDS REQUESTED 4, ADDITIONAL PROJECT CO-FUNDING 5. TOTAL PROJECT COST AMOUNT $ -:312, Qr\n_ "'"' \~lqC\ ~ $~. $ 3250.00 $ 0 $ 16,248.00 YES NO Is the MSRC match funding request less than or equal to 25% of the proposed AB 2766 Subvention Fund amount? Is the MSRC match funding request less than or equal to 20% of the Total Proposed Project Cost? Does the applicant have sufficient funds available to cover the total project cost, considering that MSRC match funds are available on a reimbursement-basis only? Does the applicant have sufficient funds available to cover ANY cost increases, considering that increases in MSRC match funding will not be available? i;'!l o ~ o i;'!l o ~ o C. Please list all funding sources other than AB .2766 Subvention or MSRC Discretionary Match funds: NON-AB 2766/MSRC FUNDING SOURCE AMOUNT 1. 2. 3. 4. 5. TOTAL OTHER PROJECT CO-FUNDING: $ $ $ $ $ $ o 7-269. D. As applicable, please list all project costs by cost element. Please provide as much detail as practicable when detailing project costs. For example, please provide labor categories, hourly rates, number of hours, etc. when defining labor costs.. Please return this page as part of your Project Application: CAPITAL EQUIPMENT COSTS (VEHICLE PURCHASE, ETC.): 1. Electric Vehicle Single Lease Payment ....---..--.-.-.-.........-.----...----------..-.....----.-.-- 2. ......--.---.....--.--......--........---......--.----.....---..-.....----.-.-..... 3. 16,248.00 .....................-..........---.....-..--..--...-.-..-.--......--...........-....---.....---- 4, $ $ $ $ $ $ -...-.......-.----......-.--.--.......---.....----..------....-_.____......._n... 5. -.-..---.---..--.....---....-..-.----.--------.-......--.--..-.---..... TOTAL CAPITAL I;.QUIPMENT COSTS: DIRECT LABOR COSTS: 1. labor hours X $lhour = $ ..............-...............................--.........-.....-.---------.....-..-..--........-- 2. labor hours X . $lhour = $ .......--........................-....---.-....-..-.-.-.-..---..-...-..--..........-.-.-..---.-.-..-.-- 3. labor hours X $lhour = $ ........-.....-.....-....-.....-.--....---.--......---.--.-.-.--....-.-.-.-.---......-... 4. labor hours X $lhour = $ ......--....--......---.------.-.-.--......-..-...-.-...--....-.-...-.. TOTAL DIRECT LABOR COSTS: $ OTHER DIRECT COSTS, INCLUDING SUBCONTRACTORS: ..........-.....-....-......---..-.-............-.-.-.-.--.---....---.........---.--.--.-.-....... 1. $ ...........--.....................................-................-..-.---.-..-..-.-.-..-.......-....-...-...........-...... 2 $ ............-......-..........-.........-............--.-......_..__........_...._...._......_....__...._..........._.._.. a $ ...-....-..-.....-..........-......---.-....-....--......-..----.....---..............-.--.--.......-..-. ~ $ .......--.-..-....-..-....----..--..-..-.-...-.--...--.--.--.-....--..--...-..-.. TOTAL OTHER DIRECT COSTS: $ ADMINISTRATIVE COSTS: $ -..-..---.-.....-----...--..-..-...--.-.--.-.-.-.....-...-.-.--.----.... TOTAL PROJECT COST: $ 16,248.00 Please note that the Total Project Cost reflected in subsections Band D, above, should be consistent. 97-269 EXHIBIT C: PROJECT MILESTONE SCHEDULE Milestone Completion Date Order vehicle Seotember 1997 Take possession of vehicle December 1997 Begin using vehicle for use as a pool car December 1997 w 97-269 Mobile Source Air Pollution Reduction Review Committee DEe 08 1997 RECEIV:~rH'!T'( CLEi<'i< December 3, 1997 '97 nrr 15 PI :15 Ms. Lori Sassoon San Bernardino Redevelopment Agency 300 North D Street San Bernardino, CA 92418 Dear Ms. Sassoon: Enclosed is a fully executed Electric Vehicle Charging Station contract for your records. The contract number is AB 2766/97027, Please include your contract number on ALL correspondence sent to the DISTRICT when referencing this project. Please review your contract carefully. The contract allaws up to six months for the installation of the Charging Stations. If the installation of your Charging Station(s) is completed in less than six months, you may start your twelve-month demonstration upon completion of the station (s). If you have any questions regarding your responsibilities under this contract you may contact either Lilia Miranda at (909) 396-2059 or Michele Stitzel at (909) 396-3043, ProJlTess Revortinf( Progress Reports are due on a quarterly basis. They need not be lengthy, just informative and concise. Reports should identify the site location, the number of chargers and types of chargers installed, Reports should include, at a minimum: Status of CharS[inS[ Station Installation. . Date Charging Stations were installed. . Did any technical or programmatic problems arise during installation? . Relay solutions to problems or any recommendations. Status of MarketinS[ or TraininS[ - If marketing or training is a part of your contract please report on the status of these tasks and provide samples of any materials created with AB 2766 funds. 21865 EJsl Copley Drive Dialllond Bar California 9176S 909(l%.2479 or 3%.3043 fax 909/396.3682 , 97-269 Status of Twelve Month Demonstration Proiect. . Perceptions on usage of Charging Stations. . Problems occurring with Stations/haw problems were resolved. . Feedback from users. . Recommendations for future programs. Pa1/1Uents/Invoicinfl Funds are dispersed on a cost-reimbursement basis, Payments for the installation of the electric Charging Stations will be made upon completion of the station and verification that it is operational and available to the public. If you are installing more than one charging station you may invoice separately for each charging station upon verification of its operational status, hawever, overall costs cannot not exceed the firm fixed price stated in your contract. Payment of charges shall be made by DISTRICT to CONTRACTOR within thirty (30) days after approval by DISTRICT. Itemized invoices should be prepared and furnished by CONTRACTOR in duplicate, on company letterhead. Please reference the contract number, the time period covered, CONTRACTOR'S social security number or Employer Identification Number and tasks completed (if applicable). Progress reports and invoices should be addressed to: Lilia Miranda IGA/AB 2766 South Coast Air Quality Management District 21865 East Copley Drive Diamond Bar, California 91765 Ms. Miranda will be responsible for monitoring your project. If you have any questions please feel free to call us at the numbers mentioned earlier. Sincerely, Michele Stitzel AB 2766 Contracts Administrator ~ ~ , ' . . DEe 08 1997 97-269 Contract No, AB 2766/97027 SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT ELECTRIC VEHICLE CHARGING STATION CONTRACT WHEREAS, the parties to this Contract are the South Coast Air Quality Management District (hereinafter referred to as "AQMD") whose address is 21865 East Copley Drive, Diamond Bar, Califomia 91765, and San Bernardino Redevelopment Agency (hereinafter referred to as "CONTRACTOR") whose address is 300 North D Street, San Bemardino, CA 92418 and who is the fee owner of certain real property described in Exhibit "A" attached hereto and incorporated herein by reference ('the Property") desire to make available electric vehicle charging infrastructure within the South Coast Air Basin; and WHEREAS, AQMD is the local agency with primary responsibility for regulating stationary source air pollution in the South Coast Air Basin in the State of California (State) and AQMD is authorized under State Health & Safety Code Section 44225 (Assembly Bill (AB) 2766) to levy a fee on motor vehicles for the purpose of reducing air pollution from such vehicles and to implement the Califomia Clean Air Act; and WHEREAS, under State Health and Safety Code Section 44223(a) the AQMD'S Goveming Board has authorized the imposition of the statutorily set motor vehicle fee and by taking such action the State's Department of Motor Vehicles (DMV) is required to collect such fee and remit it periodically to AQMD; and WHEREAS, State Health and Safety Code Section 44243(c) further mandates that thirty (30) percent of such vehicle registration fees be placed by AQMD into a separate account for the sole purpose of implementing and monitoring programs to reduce air pollution from motor vehicles; and WHEREAS, State Health and Safety Code Section 44244(a) creates a regional Mobile Source Air Pollution Reduction Review Committee (MSRC) to develop a work program to fund projects from the separate account and pursuant to approval of the work program by AQMD'S Governing Board, AQMD Board authorized a contract with CONTRACTOR for services described in Exhibit "B" (Project Description) incorporated herein and made a part hereof, and WHEREAS, CONTRACTOR desires to: (i) provide parking spaces and appurtenant areas necessary for the installation of an electric vehicle charger(s) on the Property, (ii) install the electric vehicle charger(s), (iii) contribute the cost of electricity used at such charging stations during the period of this Contract, (iv) maintain the electric vehicle chargers in good and operative condition throughout the period of this Contract, and (v) provide the Property with such electrical facilities as would permit the installation of additional electric vehicle charger(s) in the future, in accordance with Exhibit "B" and, WHEREAS, CONTRACTOR has met the requirements for receipt of AB 2766 Discretionary Funds as set forth in RFP No. 9596-48 - "Quick Charge" Electric Vehicle Corridor Communities Program and has agreed to purchase electric vehicle(s) and/or provide other co-funding as identified in Proposal dated July 10, 1996 submitted by San Bernardino Associated Governments and incorporated herein by reference as part of the consideration for cntering into this Contract. . . 97-269 NOW THEREFORE, the Parties agree as follows: TERMS AND CONDITIONS OF PERFORMANCE 1. DMV FEES - CONTRACTOR acknowledges that AQMD cannot guarantee the amount offee to be collected under AB 2766 will be sufficient to fund this Contract. CONTRACTOR further acknowledges that AQMD'S receipts of funds is contingent on the timely remittance by State's DMV. AQMD assumes no responsibility for the collection and remittance of motor vehicle registration fees by DMV to AQMD in a timely manner. 2, AUDIT - 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 AQMD 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, AQMD shall coordinate such audit through CONTRACTOR'S audit staff. If an amount is found to be inappropriately expended, AQMD may withhold revenue from CONTRACTOR in the amount equal to the amount which was inappropriately expended. Such withholding shall not be construed as AQMD'S sole remedy and shall not relieve CONTRACTOR of its obligation to perform under the terms ofthis Contract. 3. CHARGING STATION INSTALLATION - CONTRACTOR hereby acknowledges its approval of the Project Description set forth in Exhibit "B", CONTRACTOR agrees to provide and/or arrange for the design, construction and installation of the Charging Station in a good, workmanlike and substantial manner in accordance with industry standards consistent with the Project Description. The electric vehicle charger(s) along with the additional electrical facilities shall be referred to herein as "Charging Station", and the location of the Charging Station and reasonable access thereto shall be referred to herein as the "Charging Area". 4. TERM - The term of this Contract is for (18) eighteen months from the date first entered hereon, unless terminated earlier as provided for in Paragraph 5 below entitled Termination, extended by amendment of this Contract in writing or unless a final report is submitted and approved by AQMD prior to the eighteen (18) month time period, 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 Clause 21, 5 , TERMINATION - In the event any party fails to comply with any term or condition of this Contract, or fails to provide the services in the manner agreed upon by the parties, including, but not limited to, the requirements of Exhibits B and C, this shall constitute a material breach of the Contract. The nonbreaching party shall have the sole and exclusive option either to notify the breaching party that it must cure this breach within fifteen (15) days or provide written notification of its intention to terminate this Contract with thirty (30) day's written notice. Notification shall be provided in the manner set forth in Paragraph 23 below, entitled - "Notices" Termination shall not be the exclusive remedy of the nonbreaching party. The nonbreaching party reserves the right to seek any and all remedies provided by law, AQMD reserves the right to terminate this Contract for nonbreach and will reimburse CONTRACTOR for actual costs incurred in performance of this Contract through the effective date of termination for nonbrcach, . . 97-269 6, INSURANCE - - CONTRACTOR is permissibly self-insured and will maintain self-insurance in accordance with applicable provisions of California law as evidenced by certificate of self insurance provided to AQMD. CONTRACTOR shall maintain such coverage during the term of this Contract and any extensions thereof. CONTRACTOR fails to maintain the required insurance coverage, A Q MD reserves the right to terminate the Contract or purchase such additional insurance and bill CONTRACTOR or deduct the cost thereof from any payments owed to CONTRACTOR. 7. INDEMNIFICATION - CONTRACTOR agrees to hold harmless, defend, and indemnify AQMD, its officers, employees, agents, representatives, and successors-in-interest against any and all loss, damage, cost, or expenses which AQMD, its officers, employees, agents, representatives, and successors-in-interest may incur or be required to pay by reason of any injury or property damage caused or incurred by CONTRACTOR, its employees, subcontractors, or agents in the performance of this Contract. 8. PAYMENT A. AQMD shall pay CONTRACTOR a Firm Fixed Price of Five Thousand Six Hundred and Sixty- Three Dollars ($5,663) upon completion of the electric vehicle charger installation and verification of its operational status, i.e. the station is energized and capable of both inductive and conductive charging of electric vehicles Payment of charges shall be made by AQMD to CONTRACTOR within thirty (30) days after approval by AQMD of an itemized invoice prepared and furnished by CONTRACTOR. B, An invoice submitted to AQMD for payment must be prepared in duplicate, on company letterhead, and list AQMD'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, 2 I 865 East Copley Drive, Diamond Bar, CA 91765, Attn: Michele Stitzel. 9. COMPLIANCE WITH APPLICABLE LAWS - CONTRACTOR agrees to comply with all federal, state, and 10callaws, ordinances, codes and regulations and ordcrs of public authorities in the performance of this Contract and to ensure that the provisions of this clause are included in all subcontracts. 10,EMPLOYEES OF CONTRACTOR A. CONTRACTOR shall be responsible for the cost of regular pay to its employees, as well as cost of vacation, vacation replacements, sick leave, severance pay and pay for legal holidays. B. CONTRACTOR shall also pay all federal and state payroll taxes for its employees and shall maintain workers' compensation and liability insurance for each of its employees. C. CONTRACTOR, its officers, employees, agents, or representatives shall in no sense be considered employees or agents of AQMD, nor shall CONTRACTOR, its officers, employees, agents, or representatives be entitled to or eligible to participate in any benefits, privileges, or plans, given or extended by AQMD to its employees. D. CONTRACTOR warrants that it has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. CONTRACTOR further rcpresents that in performance of this Contract, no person having any such interest shall be employed by CONTRACTOR or any subcontractor. I I. OWNERSHIP - Title and full ownership rights to any products purchased or developed under this Contract shall at all times remain with CONTRACTOR, , . 97-269 . . 12. 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 California Fair Employment & Housing Act (Government Code Section 12900, et seQ.), the Federal Civil Rights Act of 1964 (PL. 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 paragraph and shall include in each such subcontract language similar to this paragraph. 13. ASSIGNMENT - The rights grantcd hereby may not be assigned, sold, licensed, or otherwise transferred by either party without the written consent of the other, and any attempt by either party to do so shall be void upon inception, 14.NON-EFFECT OF WAIVER - CONTRACTOR'S or AQMD'S failure 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. 15. ATTORNEYS' FEES - In the event any action (including arbitration) is filed in connection with the enforcement or interpretation of this Contract, each party in said action shall pay its own attomeys' fees and costs. 16,FORCE MAJEURE - Neither AQMD 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 AQMD or CONTRACTOR. 17. SEVERABILITY - In the event that anyone 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 unenforceablc provisions are not a part hereof. 18, HEADINGS - Headings on the paragraphs of this Contract are for convcnience 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. 19. DUPLICATE EXECUTION - This Contract is executed in duplicate, Each signed copy shall have the force and effect of an original. 20.GOVERNING LAW - This Contract shall be construcd and interpreted and the legal relations created thereby shall be determincd in accordance with the laws of the State of Califomia. Venue for resolution of any dispute shall be Los Angeles County, California. 21.PRECONTRACT COSTS - Any costs incurred by CONTRACTOR prior to AQMD receipt of a fully executed Contract shall be incurred solely at the risk of the CONTRACTOR, In the event that a 97-269 . . formal Contract is not executed, neither the MSRC nor the AQMD shall be liable for any amounts expended in anticipation of a formal Contract. If a formal Contract does result, precontract cost expenditures authorized by the Contract will be reimbursed in accordance with the cost schedule and payment provision of the Contract. 22. RESTRICTION ON TRANSFER OR ALTERATION - CONTRACTOR agrees it will not sell or convey the electric charger( s) (other than in connection with a sale of the entire Property) and will not alter the Charging Station or the Charging Area. 23.NOTICES - Any notices from either party to the other shall be given in writing to the attention of the persons listed below, or to other such addresses or addressees as may hereafter be designated in writing for notices by either party to the other. A notice shall be deemed received when delivered or three days after deposit in the U. S. Mail, postage prepaid, whichever is earlier. AQMD: South Coast Air Quality Management District 21865 East Copley Drive Diamond Bar, CA 91765 Attn: Michele Stitzel CONTRACTOR San Bemardino Redevelopment Agency 300 North D Street San Bemardino, CA 92418 Attn: Lori Sassoon 24,PROJECT INCREASE DUE TO UNFORESEEN EVENTS - In the event CONTRACTOR experiences an increase in project cost due to concealed conditions at the site which were unknown at the time the site estimate was prepared and/or a superseding legal mandate is imposed after the date of Contract execution which would require modification to the charging station, the maximum additional amount for which the AQMD shall be liable is 10% of the fixed price set forth in Clause 8, above. Additional costs in excess ofthis amount shall be borne by CONTRACTOR, 25,USE OF STATION AND STATION SIGNAGE - CONTRACTOR agrees to use its best efforts to ensure that the parking spaces in which the electric vehicle chargers are installed will be used only for electric vehicle charging, Charging Stations shall be unlocked and accessible so that the public may independently operate Charging Stations at all times during operating hours, CONTRACTOR further agrees to permit appropriate signage marking the charging station location to be installed at the Charging Area. 26.ENTIRE CONTRACT - This Contract represents the entire agrcement between the parties hereto related to CONTRACTOR providing services to AQMD and 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 party against whom enforcement of such waiver, alteration, or modification is sought. 97-269 . . 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 ~!);; f\ /}J,J"" ~;,~ /J ," By l/\u-> " (/0IA~/L.( Dr. William A. Burke Chairman, SC.j\QMD Board Date ~~?\I d-U I I q 1''1 ARDINO PMENT AGENCY By: lnlstrator ~;t1J~ ayar APPROVED AS TO FORM Peter Greenwald, General Counsel Date: By: 97-269 . . EXHIBIT A Description of Property AB 2766 Contract No. 97027 The CONTRACTOR shall make available electric vehicle charging infrastructure at the property described below: . San Bemardino Redevelopment Agency 300 North D Street City Hall Parking Structure San Bernardino, CA 92418 97-269 . . EXHIBIT B Project Description AB 2766 Contract No. 97027 CONTRACTOR shall install a new electric vehicle charging station at the site listed below. Edison EV shall perform the installation of the charging stations, Site will be accessible to the public on a 24 hour basis, The site is located near a high traffic volume location with freeway access, AB 2766 Discretionary Funds will cover the cost of installation at $5,663, CONTRACTOR shall monitor and evaluate the usage of the electric vehicle charging stations for a period of 12 months after installation is complete. CONTRACTOR shall maintain the electric vehicle chargers in good and operative condition throughout the period of this contract. In addition, CONTRACTOR shall contribute the cost of electricity used at such charging stations during the period of this Contract. Site Location: . San Bemardino Redevelopment Agency 300 North D Street City Hall Parking Structure San Bernardino, CA 92418 Installation of two conductive electric vehicle charging stations Access 1-10 Freeway and 2nd Street ". 97-269 . . EXHIBIT C Project Schedule AB 2766 Contract No. 97026 The following table shows the project work schedule by task including start and completion of milestone dates as well as deliverables. The project is scheduled for completion within an 18 month period, Task Start Date/Comnletion Installation of Chargers Months I - 6 Monitor and Evaluate Charpinp Stations Months 7 - 18 Onarterlv Renorts Month 3, 6, 9, 12 & 15 Final Renort Month 18 Hardware: Electric Vehicle Charging Stations The term of this contract is for eighteen (18) months from the date of execution. All chargiug stations must be installed and operational within six months of contract execution and provide a one (I) year demonstration period following the installation of the charging stations, Additionally, the CONTRACTOR will be contacted by MSRC staff on a quarterly basis, for up to one year after installation of sites, and asked to support a brief telephone or on- site survey, Reports: Quarterly: The CONTRACTOR shall provide qnarterly reports to the AQMD which will include, but not be limited to: work performed during the quarter; project milestones such as infrastructure completion dates; status of public information campaigns and marketing; status on frequency of use of stations and user comments; problems identified such as vandalism, tampering or downtime and iflhow problems were resolved; and other pertinent information. Final Report shall be submitted in the format provided by AQMD and shall include, but not be limited to: usage of the charging sites; problems and successes; marketing strategies and suggestions or recommendations for future projects.