HomeMy WebLinkAbout2012/12/11 Item 12CITY COUNCIL
AGENDA STATEMENT
~~ -CITY OF
CHULAVISTA
12/11/12, Item L~i
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA (1) APPROVING THE GENERAL TERMS AND
CONDITIONS OF THE NO-COST LICENSE AGREEMENT WITH
ECOTALITY TO INSTALL ELECTRIC VEHICLE CHARGING
STATIONS AT MUNICIPAL SITES FOR PUBLIC USE AND (2)
AUTHORIZING THE CITY MANAGER TO FINALIZE AND
EXECUTE THE AGREEMENT AND ALL .DOCUMENTS IN
CONJUNCTION WITH IMPLEMENTIN THE AGREEMENT
SUBMITTED BY: DIRECTOR OF PUBLIC WORKS
ADMINISTRATIVE VICES MANAGERS-
REVIEWED BY: CITY MANAGER
ASSISTANT CITY ANAGER Gj
4/STHS VOTE: YES ~ NO
SUMMARY
As part of the City Council-approved Climate Action Plan, staff has been pursuing the expansion
of local alternative fuel infrastructure to promote clean transportation options for municipal
operations and the broader community. In October, City staff solicited proposals from vendors to
install, maintain, and operate electric vehicle charging stations (EVCS) at municipal sites at no
cost to the City. As a result, staff has worked with ECOtality, the selected vendor, to identify up
to six (6) potential sites to support up to 36 EVCS. Although the quantity and siting of EVCS is
still being finalized, staff is requesting City Council approve the general terms and conditions of
the associated License Agreement the ECOtality. The proposed project will help to provide a
robust, geographically-distributed electric vehicle charging network across Chula Vista at no-cost
to the City.
ENVIRONMENTAL REVIEW
The Development Services Director has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that the activity qualifies for
a Class 8 categorical exemption pursuant to Section 15308 [Actions by Regulatory Agencies for
Protection of the Environment] of the State CEQA Guidelines because the proposed actions will
result in the implementation of a City approved Climate Action Plan containing mitigation
measures which are designed to reduce greenhouse gas emissions by promoting clean
transportation options such as converting to more fuel efficient and alternative fuel vehicles.
Thus, no further environmental review is required.
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12/11/12, Item f2
Page 2 of 3
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION.
Staff will be presenting the proposed project to the Resource Conservation Commission at their
December 10, 2012, meeting. Staff can verbally update the City Council on the Resource
Conservation Commission's recommendation, upon request.
DISCUSSION
In Chula Vista, approximately half of the community's greenhouse gas emissions are created from
transportation-related sources. To address these emissions, City Council approved -a Climate
Action Plan in 2008 that promoted "clean" transportation vehicles that operate on electricity,
compressed natural gas (CNG), propane, or hybrid alternative fuel technology (Mitigation
Measures #1 & #2). Staff has since been working to expand the necessary infrastructure to
support these alternative fuel vehicles in the community. In 2010, the City installed a new
12,000-gallon biodiesel tank at the Public Works Yard, which allowed over 125 fleet vehicles to
switch to the cleaner fuel source. In 2011, Chula Vista partnered with Clean Energy, Inc. to
install a publically-available CNG fueling station at the Public Works Yard at no cost to the City.
To build upon these successes, staff solicited proposals from vendors in October 2012 to provide
similaz no-cost, full service operations of Electric Vehicle Charging Stations (EVCS) at municipal
sites.
Staff has since been working with ECOtality, the selected vendor, to identify municipal sites that
would be appropriate to support EVCS. Some of the siting considerations include distance to
electrical service, accessibility for handicapped community members, proximity to major
attractions and commercial areas, and existing demand for parking stalls. Afrer vetting the City's
. portfolio of facilities, ECOtality has proposed to instaA up to 3b EVCS distributed at up to six (6)
municipal sites.' Proposed charging stations include Level 2 (2-4 hours to charge) and DC Fast
Chazgers (20-30 minutes to charge) and a subset of pazking stalls with chargers would be reserved
for electric vehicles only. While the exact quantity and siting of EVCS is still being finalized,
potential sites are outlined in the table below. Overall, the proposed project will help to provide a
robust, geographically-distributed electric vehicle charging network across Chula Vista at no-cost
to the City.
Civic Center
7 .-
----- -.
3
Loma Verde Recreation Center 5 ----- Z
Town Center Parking Structure (3rd Ave) 6 1 4
Parkway Community Center 7 ---- 3
Rohr Park 3 ----- 2
Montevalle Recreation Center 7 . ----- 3
TOTALS 35 ~ ~~
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12/11/12, Item 12-
Page 3 of 3
To expedite the finalization of the project details by the end of the year, staff is seeking City
Council approval now of the general terms and conditions under the proposed License Agreement
with ECOtality. Under the Agreement, ECOtality would be solely responsible for all costs
associated with installing, maintaining, operating (including electricity costs), marketing, and
removing the charging stations.' The Agreement's term is for five (5) years with an extension
option for another five (5) years, based on mutual consent. The City Attorney's Office and
Human Resources Risk Management Section have also added specific language to the License
Agreement to ensure proper indemnification and liability coverage for the City of Chula Vista. In
order to take advantage of expiring federal subsidies, ECOtality and the City must finalize the
License Agreement by December 31, 2012.
DECISION MAKER CONFLICT
Although some Councilmembers own property within a 500 foot radius of the properties
involved in the decision making, pursuant to California Code of Regulations Section
18705.2(a)(1), no conflicts exist as the decision will have no financial effect on the
Councilmembers' properties; therefore, the Councilmembers are not disqualified from
.participating in the decision-making. Staff is not independently aware, nor has staff been
informed by any City Councilmember, of any other fact that may constitute a basis for a decision
maker conflict of interest in this matter.
CURRENT YEAR FISCAL IMPACT
As outlined in the proposed License Agreement, the project will have no negative fiscal impact
during the current year, because the vendor will be responsible for all costs associated with
installing and operating the EVCS.
ONGOING FISCAL IMPACT
There is no negative, ongoing fiscal impact, because the vendor will be financially responsible
for the operation, maintenance, and eventual removal of the EVCS.
ATTACHMENTS
Attachment A -Sample ECOtality License Agreement
Prepared by: Brendan Reed, Environmental Resource Manager, Public Works -Conservation Seaton
K:IPCIBLIC WORKS- ENGIAGENDAICAS20]2112-11-/21Eleetric Vehicle ChargingStatians_CAS FINAL.doc
t2-3
LICENSE AGREEMENT
THIS LICENSE- AGREEMENT (this "Agreement") is made effective as of 20
between the City of Chula Vista, a municipal corporation organized under the laws of the State of
California ("Licensor"), and ELECTRIC TRANSPORTATION ENGINEERING CORPORATION, d/b/a
ECOtality North America, an Arizona corporation, ("Licensee") Each of .Licensor and Licensee may
hereinafter be referred to individually as, a "Party", and collectively, as the "Parties".
RECITALS:
A. Licensor possesses and controls that certain real property whose .permanent property tax
number and legal description are attached hereto and incorporated herein by reference as
Exhibit A (the "Licensor Property (ies)"), specific portions of which Licensor Property will
be licensed to Licensee pursuant to this Agreement which portions are described, depicted
and attached hereto as Exhibit B (collectively, the "Licensed Premises").
B. Licensee is the owner of certain electric vehicle service equipment and related software.
(collectively, the "EVSE").
C. Licensee desires to obtain from Licensor certain rights over, under and across the Licensor
Property for the purpose of installing, maintaining, operating and removing the EVSE.
AGREEMENT
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. The License. Licensor hereby grants to Licensee license to use and occupy the Licensed
Premises (the "License") for the Permitted Uses, on the terms and conditions stated in this
Agreement.
1.1. Scope of License Permitted Uses. The Licensed Premises is licensed for the
purpose of installing, maintaining, operating, improving, ,supplementing, posting
advertising (whether physically, digitally or via other remotely changeable
technology), repairing, repositioning and/or removing EVSEs, including, without
limitation, fixture connections, electrical and broadband supply and connections
and any other equipment and accessories as Licensee may place thereon
(collectively, the "EVSE Equipment"). This License includes all necessary rights
of ingress and egress over the Licensor Property. Licensee may license the use of
the EVSE Equipment, or any portion thereof, for any lawful purpose.
1.2. Limitations. This License is nonexclusive authorization for Licensee to enter upon
and use the Licensed Premises solely for the Permitted Uses on the terms and
conditions stated herein.
1.3. Riohts of Others. Licensee agrees to obtain, at its sole expense, such other
licenses, permits, consents and agreements as may be required to address the
rights of others by other appropriate agreements, easements, privileges or other
rights, whether recorded or unrecorded, and shall make its own arrangements with
holders of such prior rights. Licensee must confine activities on the Licensed
Premises strictly to those necessary for the enjoyment of the rights hereby
licensed, and must refrain from marring or impairing fhe appearance of the
Licensed Premises, obstructing access thereto, interfering with the transaction of
Licensor's business and the convenience of the public, or jeopardizing the safety
License Agreement Page 1 of 12
Revd Date: 9-1-12 ~ 2-4
of persons or property. Except as may be otherwise provided for in this
Agreement, Licensee will bear the costs and expenses, associated with the
operation and use of the EVSE, including, without limitation, any increased
electrical operating costs resulting from the EVSE.
1.4. Condition of Licensed Premises. Licensee acknowledges that Licensor is not
obligated to construct or install any improvements or facilities of any kind on the
Licensed Premises. Further, Licensee shall pay to install and maintain a separate
service panel td the Licensed Premised for the EVSE. Licensee must use
commercially reasonable efforts to maintain the Licensed Premises in good and
clean condition, including the removal from the Licensed Premises of any
unsightly, dangerous or offensive conditions and must not cause or permit any
generation of hazardous waste. During the term of this Agreement Licensor will
cooperate with Licensee to implement reasonable and appropriate, mutually
agreed upon procedures to assure that the Licensed Premises are maintained in a
satisfactory condition. Licensees agrees not to use or'store, or permit to be used
stored, on the Licensed Premises, gasoline or petroleum products, hazardous or
toxic substances or inflammable materials, herbicides, pesticides, fungicides,
algaecides. Licensee may not engage in the production, location, transportation,
storage, treatment, discharge, disposal, or release upon or under the Licensed
Premises of any substance regulated under any local, state or federal
environmental protection law or regulation. Except as otherwise expressly set for
in this Agreement, Licensee will bear the costs and expenses, associated with
performing any alterations to the Licensed Premises, including, without limitation,
costs of construction and any increased electrical operating costs resulting from
such alterations. In the event of any alterations to the Licensed Premises,
Licensee shall promptly replace, return, repair and restore any such property to a
condition satisfactory to Licensor and any other affected landowner at Licensee's
sole cost and expense.
1.5. Condition of EVSE. During the term of this Agreement Licensee must maintain the
EVSE situated on the Licensed Premises :in a reasonable, safe and operable
condition at all times. Licensor will have no right or responsibility to repair,
maintain, or operate the EVSE. Licensor will cooperate with Licensee to
implement appropriate, mutually agreed upon measures to .assure that the EVSE
is maintained in operable condition and that if the EVSE is damaged or becomes
inoperable that Licensee is promptly notified. Licensee will repair or replace, at
Licensee's option and at Licensee's sole expense, the EVSE or parts or
components thereof as Licensee deems necessary and appropriate.
1.6. Compliance with Laws. In the exercise of any right granted by this Agreement,
Licensee must comply with all applicable State, municipal and local laws, and the
rules, orders, regulations and other legal requirements. Licensee must obtain
promptly and maintain in effect throughout the term of the License all licenses,
permits, authorizations, registrations, rights and franchises necessary to conduct
the actions required or permitted by the License. Furthermore, Licensee will not
encourage or permit any use in or upon the Licensed Premises, or any part
thereof, in violation of any applicable laws, statutes, rules or regulations of any
federal, state or local authority.
2. Term of License. This Agreement shall be in effect for an initial term of five (5) years,
commencing on the date last signed below (the "Commencement Date") and may be
renewed upon mutual election thereafter for successive one (1) year periods, up to five
Revd Date: 9-I-12
License Agreement Page 2 of 12
12-5
additional years. Notice to renew for each period must be given by written notice of
request to renew ninety (90) but not more than one hundred fifty (150) days prior to the
expiration of the then existing term.
3. License Fee. Licensee shall pay Licensor a license fee in the amount of One Hundred
Dollars ($100.00) per year payable in full upon .the Commencement Date and each
anniversary date thereafter for the period of time prior to complete construction of the
EVSE Equipment and receipt by Licensee of all necessary governmental authorizations
for operation of the EVSE Equipment.
4. Removal of the EVSE. On the expiration or any earlier termination of this Agreement,
Licensee shall vacate the Licensed Premises.
4.1. Removal of the EVSE by Licensee upon Expiration of the Term or Earlier
Termination. Licensee shall remove (at Licensee's sole cost and expense) all of
the EVSE, and must restore the Licensed Premises to a safe and reasonable
condition, as more specifically described in § 4.2 hereof.
4.2. Restoration. Upon expiration or termination of the:License and removal of the
EVSE Licensee will, at Licensee's sole expense, restore the affected portions of
the Licensed Premises (surface and subsurface) to a safe condition, with the
electricity to the EVSE locations capped, the breakers turned off, and the EVSE
anchor/mounting bolts cut flush/removed.
5. Ownership. Licensee is and shall remain the owner of the EVSE Equipment until Licensee
no longer has any rights to use or possess the Licensed Premises whether (1) under this
Agreement, or any extension, renewal, or modification of this Agreement; (2) by operation
of law; or (3) as such right is otherwise held by Licensee, provided, however, that
Licensee has the right to remove the EVSE Equipment at any time or within ninety days
(90) following the termination of such right to use or possess the Licensed Premises. If for
any reason, Licensee's EVSE Equipment are removed, materially damaged or destroyed,
all license fee payments shall cease until the EVSE Equipment are rebuilt and all
necessary governmental authorizations are obtained to operate the EVSE Equipment.
Licensee has the sole right to make any necessary applications with, and obtain permits
from, governmental entities for the construction, use and maintenance of the EVSE
Equipment. All of the information, content, services and software displayed on,
transmitted through, or used in connection with the use and operation of the EVSE,
including, but not limited to advertising, text, photographs, images, illustrations, video,
html, source and object code, software, data, Internet account access, and the like
(collectively, the "Content") is owned by ECOtality and its affiliates, licensors, or suppliers.
6. Media Content. The Parties acknowledge and agree that ECOtality shall have control over
the solicitation, contracting, and distribution of any and all media content placed on,
through or in connection with the EVSE. However, the media, including advertising,
placed on, through or in cohnection with the EVSE shall not be inconsistent with (and
Licensee may not place) the Licensor's Website linking Policy provisions related to
prohibited links. The Parties will work together in a good faith effort to resolve any
objections that the Licensor may have with the subject matter, time of display, and format
of media content. Licensor and Licensor's tenants, agents, employees, or other persons
acting on Licensor's behalf shall not place or maintain any object on or within ten (10) feet
of the EVSE displays which, in Licensee's sole opinion, would obstruct the information
displays on the EVSE displays.
7. Termination. Licensee agrees to the following:
License Agreement Page 3 of 12
Revd Date: 9-1-12 ~ 2- 6
7.1. Termination for Cause. This Agreement may be terminated in writing by either
party for cause if either party violates any term of this Agreement and fails to cure
the same within thirty (30) days of receiving written notice of such default.
Defense. Indemnity. and Hold Harmless. Licensee agrees to the following:
8.1. Licensee shall defend, indemnify, protect and hold harmless the Licensor,, its
elected and appointed officers, agents and employees, from and against any and
all third party claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions, negligence,
or willful misconduct of Licensee, its officials, officers, employees, agents, and
contractors, arising out of or in connection with the performance of this Agreement.
This indemnity provision does not include any claims, damages, liability, costs and
expenses (including without limitations, attorneys fees) arising from the sole
negligence (whether passive or active) or willful misconduct of the Licensor, its
officers, employees. Also covered is liability arising from, connected with, caused
by or claimed to be caused by the active or passive negligent acts or omissions of
the Licensor, its agents, officers, or employees which-'may be in combination with
the active or passive negligent acts or omissions of the Licensee, its employees,
agents or officers, or any third party.
8.2. Costs of Defense and Award. Included in the obligations in Section 8.1, above, is
the Licensee's obligation to defend, at Licensee's own cost, expense and risk, any
and all suits, actions or other legal proceedings, that may be brought or instituted
against the Licensor, its directors, officials, officers, employees, agents and/or
volunteers, subject to the limitations in Section 8.1. Licensee shall pay and satisfy
any judgment, award or decree that may be rendered against Licensor or its
directors, officials, officers, employees, agents and/or volunteers, for any and all
related legal expenses and costs incurred by each of them, subject to the
limitations in Section 8.1.
8.3. Limitation of Liability. Notwithstanding anything to the contrary herein, any claims
for damages by either party arising under .or in connection with this agreement
shall be limited to the insurance amounts set forth under this Agreement. This
section shall only be in effect so long as licensee has insurance that is valid,
current, and in full force and effect as set forth in Exhibit C. Otherwise, this section
shall be null and void.
8.4. Declarations. Licensee's obligations under Section 8 shall not be limited by any
prior or subsequent declaration by the Licensee.
8.5. Enforcement Costs. Licensee agrees to pay any and all costs Licensor incurs
enforcing the indemnity and defense provisions set forth in Section 8.
8.6. Survival. Licensee's obligations under Section 8 shall survive the termination of
this Agreement.
8.7. LIMITATION OF LICENSEE'S LIABILITY. LICENSEE MAKES NO WARRANTY
OR REPRESENTATION, EXPRESSED, IMPLIED, ORAL OR STATUTORY, TO
THE LICENSOR OR ANY THIRD PARTY, WITH RESPECT TO THE
SOFTWARE OR THE EVSE, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY, CONDITION OR REPRESENTATION: (A) OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING,
USAGE, OR TRADE PRACTICE; OR (B) THAT THE OPERATION OF ANY
SOFTWARE SUPPLIED WILL BE UNINTERRUPTED OR ERROR FREE. THIS
License Agreement Page 4 of 12
ReJd Date: 9-1-12
12-~
LIMITATION DOES NOT RELIEVE LICENSEE OF ITS INDEMNIFICATION
REQUIREMENTS SET FORTH IN SECTION 8.
NOTWITHSTANDING THE ABOVE, LICENSEE WARRANTS TO LICENSOR
THAT THE EVSE WILL OPERATE AND PROVIDE ELECTRICAL POWER TO
VEHICLES FOR PERIODS AND IN A MANNER CONSISTENT WITH INDUSTRY
STANDARDS. IF THE PERIODS AND MANNER ARE NOT CONSISTENT WITH
INDUSTRY STANDARDS ("INCONSISTENCY"), LICENSOR SHALL PROVIDE
WRITTEN NOTICE TO LICENSEE AND THE PARTIES SHALL MEET TO
CORRECT THE UNACCEPTABLE PERIOD AND MANNER OF
PERFORMANCE. LICENSEE SHALL HAVE 30 DAYS (UNLESS OTHERWISE
AGREED UPON BY THE PARTIES) TO CURE THE INCONSISTENCY.
FAILURE TO CORRECT THE INCONSISTENCY SHALL CONSTITUTE FOR
CAUSE TERMINATION UNDER THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ANY CLAIMS
FOR DAMAGES BY EITHER PARTY ARISING UNDER OR IN CONNECTION
WITH THIS AGREEMENT SHALL BE LIMITED TO THE INSURANCE
AMOUNTS SET FORTH UNDER THIS AGREEMENT SO LONG AS LICENSEE
HAS INSURANCE THAT IS VALID, CURRENT, AND IN FULL FORCE AND
EFFECT AS SET FORTH IN EXHIBIT C. OTHERWISE, THIS PARAGRAPH
SHALL BE NULL AND VOID.
Insurance Requirements. Licensee shall maintain insurance under the terms set forth in
Exhibit C. Notwithstanding anything to the contrary, the required insurance amounts
under this Agreement may not be decreased by licensee unless approved _by the
Licensor.
10. Notices. All notices, demands or requests provided for or permitted to be given pursuant
to this Agreement must be in writing. All notices, demands and requests to be sent to any
party shall be deemed to have been properly given or served if personally served or
deposited in the United States mail, addressed to such party, postage prepaid, registered
or certified, with return receipt requested, at the addresses identified in this Agreement as
the places of business for each of the designated parties. Notices shall be addressed as
follows:
To Licensee
Company:
Attn:
Title:
Address:
Fax Number:
To Licensor:
Electric Transportation Engineering
Corporation dba ECOtality North
America
Attn: Legal Department
ftev'd Date: 41-12
License Agreement Page 5 of 12
12-8
Address: 430 S. 2nd Avenue
Phoenix, P;Z 85003-2418
Fax Number: 602-443-9007
11. Interpretation. The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement. When a
.reference is made in this Agreement to a Section, such reference shall be to a Section of
this Agreement unless otherwise indicated.
12. Severability. If any terms or other provision of this Agreement or the schedules or exhibits
hereto shall be determined by a court, administrative agency or arbitrator to be invalid,
illegal or unenforceable, such invalidity or unenforceability shall not render the entire
Agreement invalid.
13. Information. Subject to applicable law and privileges, each Party hereto covenants with
and agrees to provide to the other Party all information regarding itself and transactions
under this Agreement that the other Party reasonably believes is required to comply with
all applicable federal, state, county and local laws, ordinances, regulations and codes.
Further Agreements. The Parties shall execute or cause their applicable affiliates to
execute such additional agreements between the Parties and/or their respective affiliates
as may be reasonably necessary to effectuate the intent of this Agreement.
14. Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties
hereto and their respective successors, and permitted assigns. Licensor agrees not to
assign this Agreement (or interest) to any competitor of Licensee without Licensee's prior
written permission. Licensee agrees not to assign this Agreement (or interest) without
Licensor's prior written permission. Consent to assignment by either party shall not be
unreasonably withheld. Any assignment which does not satisfy the requirement of this
section shall be null and void.
15. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the
Parties hereto and their respective heirs, assigns and successors.
16. Amendment and Modification. This Agreement may be amended, modified or
supplemented only by a written agreement signed by all of the Parties hereto.
17. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of
either Party hereto in the exercise of any right hereunder shall impair such right or be
construed to be a waiver of, or acquiescence in, any breach of any representation,
warranty or agreement herein, nor shall any single or partial exercise of any such right
preclude other or further exercise thereof or of any other right. All rights and remedies
existing under this Agreement are cumulative to, and not exclusive of, any rights or
remedies othervise available.
18. Authority. Each of the Parties represent to the other Party that it has the corporate or other
requisite power and authority to execute, deliver and perform this Agreement. Licensor
represents that it is the owner (or owner's authorized agent) of the Licensor Property.
19. Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit
of or enforceable by any third party, including any creditor of any Person. No such third
party shall obtain any right under any provision of this Agreement or shall by reasons of
any such provision make any claim in respect of any liability (or otherwise) against either
Party hereto. Notwithstanding the foregoing, it is understood that the Licensee's rights
hereunder shall inure to the benefit of Licensee's affiliates and their officers, directors and
employees.
Revd Date: 9-142
License Agreement Page 6 of 12
12-9
20. Agents/Agency. Licensee is not an agent of the Licensor. Licensee shall not, in any
manner, represent itself as an Agent of Licensor or undertake any act as an agent of the
Licensor.
21. Counterparts. This Agreement may be executed in separate counterparts, each of which
shall be deemed an original and all of which, when taken together, shall constitute one
and the same agreement.
22. Administrative Claims Requirements and Procedures. No suit or arbitration shall be
brought arising out of this Agreement, against Licensor unless a claim has first been
presented in writing and filed with Licensor and acted upon by Licensor in accordance
with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same
may from time to time be amended, the provisions of which are incorporated by this
reference as if fully set forth herein, and such policies and procedures used by Licensor in
the implementation of same. Upon request by Licensor, Licensee shall meet and confer
in good faith with Licensor for the purpose of resolving any dispute over the terms of this
Agreement.
23. Governing Law/Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. Any action arising under or relating to
this Agreement shall be brought only in the federal or state courts located in San Diego
County, State of California, and if applicable, the City of Chula Vista, or as close thereto
as possible. Venue for this Agreement, and performance under it, shall be the City of
Chula Vista.
24. Entire Agreement. This Agreement and the exhibits and schedules referenced or attached
hereto constitute the entire agreement between the Parties with respect to the subject
matter hereof and shall supersede all prior agreements, understandings and negotiations,
both written and oral, between the Parties with respect to the subject matter hereof.
IN AGREEMENT, each of the Parties hereto has caused this Agreement to be duly executed as of the
day and year first set forth above.
LICENSOR: LICENSEE:
Engineering
Electric Transportation
City of Chula Vista .
A Municipal Corporation
Corporation dba ECOtality North. America
By: BY
Name: Name:
Title: Title:
Date: Date:
License Agreement Page 7 of 12
Revd Date: 9-1-12 1 2-1 O
EXHIBIT A: Description of Licensor's Property(ies)
NOTE: This Exhibit A may be amended from time to time to add or delete properties
Location
No. Property Address
Revd Date: 9442
License Agreement Page 8 of 12
Assessor's Parcel
No.
12-~~
EXHIBIT B: Description and/or Depiction of Licensed Premises
Location No. 1
[Insert metes and bounds or other narrative description, size, etc.]
See diagram attached as Exhibit B-1
Location No. 2
[Insert metes and bounds or other narrative description, size, etc.] -'
See diagram attached as Exhibit B-1
License Agreement Page 9 of 12
Re~/d Date: 9-1-12 1 n _ 1 .L
Exhibit C: Licensee Insurance Requirements
Licensee agrees to the following insurance terms.
1. General. Licensee must procure and maintain, during the period of performance of this
Agreement, and for twelve months after completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that may arise
from or in connection with the performance of the work under this Agreement and the results of
that work by the Consultant, his agents, representatives, employees or subcontractors, and
provide documentation of same prior to commencement of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence Form
CG0001).
b. Auto. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code
1 (any auto).
c. WC. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
d. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to the
Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include
contractual liability.
3. Minimum. Limits of Insurance. Licensee must maintain limits no less than those included in the
table below:
i. General Liability: $10,000,000 per occurrence for bodily injury, personal
Including operations, injury, (including death), and property damage. If
products and completed Commercial General Liability insurance with a general
operations, as applicable) aggregate limit is used, either the general aggregate
limit must apply separately to this Project/location or
the general aggregate limit must be twice the required
occurrence limit.
ii. Automobile Liability: $1,000,000 per accident for bodily injury, including
death, and property damage.
iii. Workers' Compensation Statutory
Employer's Liability: $1,000,000 each accident
$1,000,000 disease-policy limit
$1,000,000 disease-each em to ee
iv. Professional Liability or $1,000,000 each occurrence
Errors & Omissions
Liability:
Ucense Agreement Page 10 of 12
Revd Date: 9-1-12
12-13
4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be
declared to and approved by the Licensor. At the option of the Licensor, either the insurer will
reduce or eliminate such deductibles or self-insured retentions as they pertain to the Licensor, its
officers, officials, employees and volunteers; or the Licensee will provide a financial guarantee
satisfactory to the Licensor guaranteeing payment of losses and related investigations, claim
administration, and defense expenses.
5. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain,
the following provisions:
a. Additional Insureds. Licensor, its officers, officials, employees, agents, and volunteers are to
be named as additional insureds with respect to all policies of insurance, including those with
respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf
of the Licensee, where applicable, and, with respect to liability arising out of work or
operations performed by or on behalf of the Licensee, including providing materials, parts or
equipment furnished in connection with such work or operations. The general liability
additional insured coverage must be provided in the form of an endorsement to the
Licensee's insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the
endorsement must not exclude Products/Completed Operations coverage.
b. Primary Insurance. The Licensee's General Liability insurance coverage must be primary
insurance as it pertains to the Licensor, its officers, officials, employees, agents, and
volunteers. Any insurance or self-insurance maintained by the Licensor, its officers, officials,
employees, or volunteers is wholly separate from the insurance of the Licensee and in no way
relieves the Licensee from its responsibility to provide insurance.
c. Cancellation. The insurance policies required by this Agreement shall hot be canceled by
either party, except after thirty days' prior written notice to the Licensor by certified mail, return
receipt requested. The words "will endeavor" and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, its agents, or representatives" shall be
deleted from all certificates.
d. Active Negligence. Coverage shall not extend to any indemnity coverage for the active
negligence of the additional ihsureds in any case where an agreement to indemnify the
additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
e. Waiver of Subrogation. Licensee's'insurerwiIl provide a Waiver of Subrogation in favor of the
Licensor for each required policy providing coverage for the term required by this Agreement.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors &
Omissions coverage are written on a claims-made form:
a. Retro Date. The "Retro Date' must be shown, and must be before the date of the Agreement
or the beginning of the work required by the Agreement.
b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance must
be provided for at least five years after completion of the work required by the Agreement.
c. Cancellation. If coverage is canceled or non-renewed, and not replaced with another claims-
made policy form with a "Retro Date" prior to the effective date of the Agreement, the
license Agreement Page 11 of 12
Revd Date: 9-1-12 ~ 2-~ 4
Licensee must purchase "extended reporting" coverage for a minimum of five years after
completion of the work required by the Agreement.
d. Copies. A copy of the claims reporting requirements must be submitted to the Licensor for
review.
7. Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to transact
business in the State of California with a current A.M. Best's rating of no less than A V. If
insurance is placed with a surplus lines insurer, insurer must be listed on the State of California
List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best's rating of no less than A
X. Exception may be made for the State Compensation Fund when not specifically rated.
8. Verification of Coverage. Licensee shall furnish the Licensor with original certificates and
amendatory endorsements effecting coverage required by Section I.C. of this Agreement. The
endorsements should be on insurance industry forms, provided those endorsements or policies
conform to the requirements of this Agreement. All certificates and endorsements are to be
received and approved by the Licensor before work commences: =The Licensor reserves the
right to require, at any time, complete, certified copies of all required insurance policies, including
endorsements evidencing the coverage required by these specifications.
9. Subcontractors. Licensee must include all subcontractor as insureds under its policies or furnish
separate certificates and endorsements for each subcontractor. All coverage for subcontractors is
subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not be
construed to limit the Licensee's obligations under this Agreement, including Indemnity.
License Agreement Page 12 of 12
Revd Dale: 9-1-12
12-15
RESOLUTION NO. 2012-
RESOLUTION OF THE CITY COUNCIL. OF THE CITY OF
CHULA VISTA (1) APPROVING THE GENERAL TERMS
AND CONDITIONS OF THE NO-COST LICENSE
AGREEMENT WITH ECOTALITY TO INS"CALL ELECTRIC
VEHICLE CHARGING STATIONS AT MUNICIPAL SITES
FOR PUBLIC USE AND (2) AUTHORIZING THE CITY.
MANAGER TO FINALIZE AND EXECUTE THE
AGREEMENT AND ALL DOCUMENTS IN CONJUNCTION
WITH IMPLEMENTING THE AGREEMENT
WHEREAS, approximately halt of the Chula Vista community's. greenhouse gas
emissions are created from transportation-related sources; and _
WHEREAS, to address these emissions, City Council approved a Climate Action Plan in
2008 that promoted `'clean" transportation vehicles that operate on electricity, compressed
natural gas (CNG), propane, or hybrid alternative fuel technology (Mitigation Measures #1 &
#2); and
WHEREAS, City staff solicited proposals from vendors in October 2012 to provide no-
cost, full service operations of Electric Vehicle Charging Stations (EVCS) at municipal sites for
public use; and
WHEREAS, City staff has since been working with ECOtality, the selected vendor, to
identify municipal sites- that would be appropriate to support EVCS and has now proposed to
install up to 36 EVCS distributed at up to 6 municipal sites; and
WHEREAS, while the exact quantity and siting of EVCS is still being finalized, staff is
seeking City Council approval now of the general terms and conditions under the proposed
License Agreement with ECOtality; and
WHEREAS, under the Agreement, ECOtality would be solely responsible for all costs
associated with installing, maintaining, operating (including electricity costs), marketing, and
removing the charging stations.
that it:
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista
(1) Approves the general terms and conditions of the proposed no-cost License
Agreement with ECOtality, and
(2) Authorizes the City Manager, or his designee, to finalize and execute the Agreement
and all documents in conjunction with implementing the Agreement, including
making such changes to the Agreement and documents as may be recommended by
the City Attorney's Office.
12-16
Resolution No.
Page 2
Presented by
Richard A. Hopkins
Director, Public Works
Approved as to form by
~~~ ~,
Glen R. Googins
City Attorney
12-17
THIRD A V ENUE V ILLAGH ASSOCIATION
353 Third Avenue
Chula Vista, CA 91910
(67 9) 422-1982 Phone
(619) 422-1452 FacsLnile
www.thirdovenuevilla~ m
2012 Board of Directors
Adam Sparks -President
Lisa Moctezuma -Vice President
Greg Smyth -Secretary
Michael Green -Treasurer
Eric Crockett
Car] Harry
Betsy Keller .
John Mendez
Sherry Mestler
Tom Money
Christine Moore
Snooky Rico
Ian Trotter
EXECUTNE DIRECTOR
Luanne Hulsizer
EVENT MANAGER
Jovita Juarez
OFFICE MANAGER
Heather Marshall
December 11, 2012
Dear Honorable Mayor Cox and Councilmembers,
On behalf of the Board of Directors of the Third Avenue Village
Association, it is my pleasure to write to you this letter of support
for today's Agenda Consent item # 12 to authorize and execute an
agreement with Ecotality to bring electric vehicle charging stations
to Third Avenue and the city of Chula Vista.
Atthe request of TAVA President, Adam Sparks, Ecotality
provided TAVA with a presentation earlier this summer regarding
the advantages of the program and current grant funding.
Following the presentation and understanding that this technology
is supportive of a cleaner environment, provides easy access for
electrical charging vehicles and opens the door to a new consumer
base via San Diego's Car2Go customers, the TAVA Board voted
unanimously to support the project.
TAVA encourages you to vote in favor of this action item and truly
appreciates your support of moving our community forward.
Res ectfully submitted,
Luanne Hulsizer, Execu tv~ e Director