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CM BAAQMD Clean Air Funding AgreementBAAQMD FYE 2018 TFCA Funding Agreement TRANSPORTATION FUND FOR CLEAN AIR FUNDING AGREEMENT BETWEEN THE BAY AREA AIR QUALITY MANAGEMENT DISTRICT AND CITY OF SAN RAFAEL PROJECT NUMBER: 18EV057 This funding agreement CAgreement") is made and entered into between City of San Rafael, hereinafter referred to as "Project Sponsor," and the Bay Area Air Quality Management District, hereinafter referred to as the "Air District" (and hereinafter referred to jointly as the "Parties"). SECTION I RECITALS 1) California Health and Safety Code Sections 44223 and 44225 authorize the Air District to levy a fee on motor vehicles registered within its jurisdiction and to use those fees to implement mobile source and transportation control projects that result in surplus emission reductions. 2) The Air District has established a grant fund, entitled the Transportation Fund for Clean Air ("TFCA") to implement such projects. Under the TFCA's Program, the Air District may issue TFCA funds to public agencies and, for certain vehicle-based projects, to other entities for projects within the Air District's jurisdiction ("TFCA Program"). 3) California Health and Safety Code Section 44241 lists the permissible types of projects, all of which must conform to the transportation control measures and mobile source measures that are included in the Air District's air quality planes) adopted pursuant to California Health and Safety Code Sections 40233, 40717, and 40919 and are in effect as of the date of execution ofthis Agreement. 4) On April 19,2017, the Air District's Board of Directors approved funding allocations for the TFCA Program for Fiscal Year Ending (FYE) 2018, under California Health and Safety Code Section 44241, and authorized the Executive Officer/Air Pollution Control Officer (APCO) to execute Grant Agreements for eligible projects funded by the TFCA Program, with individual grant awards up to $100,000. 5) On April 19, 2017, the Air District's Board of Directors also approved the cost-effectiveness limit for projects receiving TFCA Program funds. 6) On October 31,2017, the Air District released the Application Guidance/or Charge! Grant Program/or FYE 2018 (Program Guidance), which sets forth additional requirements for eligible charging station projects. 7) The Air District selected Project Number 18EV057 ("Project") as an eligible project to improve air quality in the San Francisco Bay Area Basin based on the Program Guidance's eligibility criteria and the information provided in the Project Sponsor's application. 8) The Project Sponsor affirms that the Project has not commenced, would not have otherwise commenced without TFCA Program funding, and will result in surplus emission reductions. 9) The Parties desire to enter into this Agreement to implement the Project in accordance with the terms and conditions of this Agreement, including all attachments thereto. NOW, THEREFORE, pursuant to California Health and Safety Code Section 44241, the Parties hereby agree as follows: SECTION II PROJECT SPONSOR OBLIGATIONS 1) The Project Sponsor hereby agrees to implement the Project, which is described in "Project Information" (Attachment A), in accordance with the costs, terms, and conditions in the "Project Budget and Payment Process" (Attachment B), and all applicable provisions of federal, state, and local law and regulations. TFCA Project 18EV057 Page 1 BAAQMD FYE 2018 TFCA Funding Agreement Failure to implement the Project in accordance with the terms and conditions set forth in this Agreement and all attachments thereto shall be deemed a breach of this Agreement and may result in the Air District's enforcement of the Agreement, termination of the Agreement, a reduction of the Project's TFCA Furids Awarded that are specified in Attachment B, or other remedies sought by the Air District at its sole discretion. 2) The Project Sponsor shall pay all Project costs necessary to complete the Project prior to submission oftlie Final Invoice to the Air District for reimbursement. Air District's funding obligation under this Agreement is limited to reimbursement of Eligible Costs, as specified in Attachment B, the amount of which shall not exceed the TFCA Funds Awarded, also as specified in Attachment B. The Project Sponsor shall be solely responsible for all costs that exceed the TFCA Funds Awarded. 3) The Project Sponsor is responsible for assuring that all funds received under this Agreement and Matching Funds are expended only in accordance with the requirements of the TFCA Program, this Agreement, and all applicable provisions of law and regulations. 4) The Project Sponsor shall allow the Air District and its authorized representatives to conduct performance and fiscal audits of the Project at any time during the Term of this Agreement. The Project Sponsor shall cooperate with such audits and shall make available to the Air District all records relating to Project performance and expenses incurred in the implementation ofthe Project. The Project Sponsor shall allow the Air District or its authorized representatives to inspect the Project at any time during the Project Operational Period. The Project Sponsor shall cooperate with such inspections. 5) The Project Sponsor shall prepare and maintain all necessary Project Records to document Project activities and performance, including invoicing documentation set forth in Section 5 of Attachment B, documentation to support the Project reporting requirements set forth in Attachment C, and insurance documentation set forth in Attachment D (all of which comprise "Project Records"). Project Records shall also include documentation that verifies compliance with the requirements set forth in Section 11.8. The Project Sponsor shall keep Project Records in one central location for a period of three (3) years after the later of a) the date of the Air District's final payment, or b) the end of the Project Operational Period. 6) The Project Sponsor shall submit the reports specified in Attachment C to the Air District by the due dates specified in Attachment C. These reports are public documents. At its discretion, the Air District may accept and process a late-submitted report, without thereby waiving or amending the submission deadline of any or all subsequent reports. 7) The Project Sponsor shall implement and operate the Project for the duration ,of the Project Operational Period. The Project Sponsor may not make any changes to the operational status ofthe Project without the prior approval of the Air District. Failure to obtain prior approval is a breach ofthis Agreement. For purposes of this Agreement, a "change to the operational status" occurs whenever any portion or component ofthe Project is removed from active service other than for routine maintenance, relocated to a different location. than what is specified in this Agreement (Attachment A), rendered inoperable, sold, or transferred to another entity, before full completion ofthe Project Operational Period. If the Project Sponsor intends to make a change to the Project's to the operational status, the Project Sponsor must seek a modification of this Agreement in advance to allow for a change pursuant to Section IV.3. 8) The Project Sponsor shall acknowledge, and require any third party that implements any portion of the Project ("Sub-awardee") to also acknowledge, the Air District as a Project funding source at all times throughout the Project Operational Period as specified in Attachment A. The Project Sponsor shall use, and require any Sub-awardee to use, the Air District's approved logo for the Project also. The required documentation and materials are specified in Attachment C. 9) Beginning when the Project starts and throughout the Project Operational Period, the Project Sponsor shall obtain, maintain, and comply, and require any Sub-awardee to also obtain, maintain, and comply, with the insurance coverage specified in Attachment D, "Insurance Requirements," and with all insurance TFCA Project 18EV057 Page 2 BAAQMD FYE 2018 TFCA Funding Agreement requirements set forth therein, including the provision of documentation of said insurance coverage. Failure to obtain and maintain the insurance coverage and to comply with all insurance requirements is a breach of this Agreement. 10) To the extent not otherwise prohibited by law, and to the extent required by the California Public Records Act (Government Code section 6250 et seq.), the Project Sponsor shall place in the public domain any software, written document, or other product developed with TFCA Program funds as part of the Project and shall require recipients of any TFCA Program funds, if any, to do the same. 11) The Project Sponsor shall use TFCA Program funds only-for the implementation of a project that will result in surplus motor vehicle emission reductions within the Air District's jurisdiction and be responsible for demonstrating the emission reductions achieved. Surplus emission reductions are those that exceed the requirements of applicable regulations or other legal obligations (including contracts) as of the Effective Date of this Agreement. 12) The Project Sponsor shall comply with all Program requirements set forth in "Application Guidance for Charge! Grant Program for FYE 2018," dated October 31,2017, and which are incorporated herein and made a part hereof by this reference as if fully set forth herein. SECTION III AIR DISTRICT OBLIGATIONS 1) The Air District will provide TFCA Program funds for this Project in an amount not to exceed the TFCA Funds Awarded, in accordance with the formula set forth in Attachment B. In the event that the Total Proj ect Cost is less than the amount listed in Attachment B, the Air District shall recalculate its contribution to the Project in accordance with the provisions of Section 3 of Attachment B. 2) The Air District will endeavor to pay the undisputed amount of an approved invoice within thirty (30) calendar days of the date of Air District's approval of such invoice and in accordance with the Invoice and Payment Schedule set forth in Section 5 of Attachment B. 3) The Air District will provide timely notice to the Project Sponsor prior to conducting any audits of the Project. Also, the Air District makes reasonable efforts to conduct audits and inspections during normal business hours of the Project Sponsor. 4) The Air District will provide the Proj ect Sponsor a copy of the fiscal audit of the Project as specified in California Health and Safety Code Section 44242. 5) The Air District wiII provide the Project Sponsor all applicable Air District-approved reporting and invoice forms. 6) The Air District wiII make its logo available to Project Sponsor solely for use to fulfill the Project Sponsor's obligation under Section 11.8 of this Agreement. SECTION IV GENERAL PROVISIONS 1) Effective Date: The effective date of this Agreement is the date the Air District Executive Officer/Air Pollution Control Officer executes this Agreement (the "Effective Date"). 2) Term: The term of this Agreement shall commence on the Effective Date of this Agreement and end three (3) years from the later of either I) the date of the Air District's final payment, or 2) the last day of the Project Operational Period, unless this Agreement is terminated or amended as provided below, or the Term is extended pursuant to Special Conditions, Attachment A. 3) Amendment: This Agreement may not be modified except in writing, signed by both Parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. Any change in Project scope shall require an Amendment under this Agreement. 4) Project Liaison: Within thirty (30) calendar days from the Effective Date of this Agreement, the Project Sponsor shall notify the Air District of the Project Sponsor's Project Liaison and of the Liaison's address, TFCA Project 18EV057 Page 3 BAAQMD FYE 2018 TFCA Funding Agreement telephone number, and email address. The Project Liaison shall be the liaison to the Air District pertaining to implementation of this Agreement and shall be the day-to-day contact about the Project. All correspondence shall be addressed to the Project Liaison. The Project Liaison shall notify the Air District of a change of Project Liaison or of the Liaison's contact information in writing no later than thirty (30) calendar days from the date of the change. 5) Notices: Any notice that may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, by u.s. Postal Service ftrst class mail, or by certified mail (return receipt requested). Within thirty (30) calendar days of the Effective Date of this Agreement, the Parties shall inform the other Party of the addressee for notice. Each Party shall promptly inform the other of any changes for notice. All correspondence shall reference the Project Number. 6) Project Due Dates: If any Project act or task must be performed by a speciftc deadline or date, which day falls on a Saturday or holiday (which includes Sunday), that act or task may be performed by the next business day, except where otherwise noted in Special Conditions, Attachment A. 7) Breach and Termination: A. Voluntary. Either Party may terminate this Agreement by giving written notice to the other Party. The notice oftermination shall specify the effective date of termination. The terminating party shall provide notice that is a minimum offorty-ftve (45) calendar days from the mailing date ofthe notice. However, if any payments are due to either party, this Agreement may not be terminated earlier than the date that all parties have received all payments they are due under this Agreement. In this circumstance, each party shall notify the other party of having received all payments due and the date of receipt. The notice ofthe termination shall be delivered as provided for in Section IV.S. If the Project Sponsor terminates this Agreement, the Project Sponsor shall not be entitled to the full amount ofthe TFCA Funds Awarded. The Air District will calculate the amount of funds to which the Project Sponsor is entitled, based on the Air District'S determination of what funds are Eligible Costs and the formula set forth in Attachment B, Section 3. If the Air District has paid the Project Sponsor more than the amount of funds to which the Project Sponsor is entitled, the Project Sponsor shall reimburse any funds owed to the Air District prior to the effective date of termination, which may include all or a portion of the TFCA funds that Project Sponsor has already received but is not entitled to retain. If the Air District terminates this Agreement pursuant to this provision, any costs incurred on the Project following the effective date oftermination shall be ineligible for reimbursement ofTFCA funds, except costs for any work that the Air District has specifted in the notice oftermination that the Project Sponsor may continue to perform for the specified period of time. The Air District will reimburse Project Sponsor for all Eligible Costs that were expended prior to the date specifted in the notice oftermination based on the formula set forth in Attachment B. The Agreement cannot be terminated unless all payments have been fully made. B. Breach. In the case of Project Sponsor's breach of this Agreement, the Air District will deliver a written notice of breach. The notice will specify the nature ofthe breach and will direct the Project Sponsor to cease all work immediately upon receipt of the notice, except as speciftcally provided for in the notice. At its discretion, the Air District may allow the Project Sponsor to cure the breach; in that instance, the notice of breach will specify the date by which such breach must be cured ("Cure Period"). As one of its remedies, the Air District may terminate this Agreement. In that event, the notice of beach will specify the date of termination, which shall be no less than thirty (30) calendar days from the date of mailing of such notice of breach. The notice of breach will also notify the Project Sponsor that the Project Sponsor may not be entitled to the full amount ofthe TFCA Funds Awarded. The notice will specify the amount ofthe TFCA Funds Awarded; the amount offunds the Air District has paid to date, if any; and that some or all ofthe TFCA Funds Awarded may be subject to reimbursement to, or withholding by, the Air District. In no event TFCA Project 18EV057 Page 4 BAAQMD FYE 2018 TFCA Funding Agreement shall the Agreement terminate prior to the Project Sponsor's reimbursement of any funds owed to the Air District. 8) Additional Provisions and Additional Acts and Documents: Each Party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents that are reasonably required to carry out the provisions, intent and purpose of this Agreement. All attachments to this Agreement are expressly incorporated herein by this reference and made a part hereof as though fully set forth. 9) Indemnification: The Project Sponsor shall indemnify and hold the Air District, its officers, employees, agents, and successors-in-interest harmless from and against any and all liability, loss, expense, including reasonable attorneys' fees, or claims for injury or damages arising out ofthe performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions ofthe Project Sponsor, its officers, agents, or employees. The Project Sponsor shall require any third party who owns, operates, controls, or implements any portion of the Project to indemnify and hold the Air District, its officers, employees, agents, and successors-in-interest harmless from and against any and all liability, loss, expense, including reasonable attorneys' fees, or claims for injury or damages arising out of the pelformance of this Agreement but only in proportion to and to the extent such liability, [ass, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the third party, its officers, agents, or employees. 10) Independent Contractor: Neither the Project Sponsor nor its officers, employees, agents, or representatives shall be considered employees or agents ofthe Air District. This Section does not apply to elected officials serving concurrently on the governing boards of both the Project Sponsor and the Air District. 11) Assignment: Neither Party shall assign, sell, license, or otherwise transfer any rights or obligations under this Agreement to a third party without the prior written consent of the other Party. All of the terms, provisions and conditions of this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors, assigns and legal representatives. 12) Waiver: No waiver ofa breach, offailure of any condition, or ofaI').y right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the Party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Further, the failure of a Party to enforce performance by the other Party of any term, covenant, or condition of this Agreement, and the failure of a Party to exercise any rights or remedies hereunder, shall not be deemed a waiver or relinquishment by that Party to enforce future performance of any such terms, covenants, or conditions, or to exercise any future rights or remedies. 13) Severability: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. 14) Force Majeure: Neither the Air District nor the Project Sponsor shall be liable for, or deemed to be in default for, any delay or failure in performance under this Agreement or interruption of services resulting, directly or indirectly, from acts of God, enemy or hostile 'governmental action, civil commotion, strikes, lockouts, labor disputes, fire or other casualty, judicial orders, governmental controls, regulations or restrictions, inability to obtain labor or materials or reasonable. substitutes for labor or materials necessary for performance of the Project, or other causes, except financial, that are beyond the reasonable control of the Air District or the Project Sponsor, for a period of time equal to the period of such force majeure event, provided that the Party failing to perform notifies the other Party within fifteen (15) calendar days of discovery of the force majeure event, and provided further that that Party takes all reasonable action to mitigate the damages resulting from the failure to perform. Notwithstanding the above, if the cause of the force majeure event is due to a Party's own action or inaction, then such cause shall not excuse that Party from performance under this Agreement. 15) Governing Law: Any dispute that arises under or relates to this Agreement shall be governed by California law, excluding any laws that direct the application of another jurisdiction's laws. Venue for resolution of TFCA Project 18EV057 Page 5 BAAQMD FYE 2018 TFCA Funding Agreement any dispute that arises under or relates to this Agreement, including mediation, shall be San Francisco, California. 16) Public Entities -Conflict ofInterest: The Project Sponsor warrants and represents that its public officials, including its officers and employees in their official capacity, presently have no interest and agrees that its public officials, including its officers and employees in their official capacity, will not acquire any interest which would represent a conflict of interest under California Government Code sections 1090 et seq. and 87100 et seq. during the performance of this Agreement. 17) Integration: This Agreement, including all attachments hereto, represents the final, complete, and exclusive statement of the agreement between the Air District and the Project Sponsor related to the Parties' rights and obligations and subject matter described in this Agreement, and supersedes all prior and other contemporaneous understandings and agreements of the parties. No Party has been induced to enter into this Agreement by, nor is any Party relying upon, any representation or warranty outside those expressly set forth herein. 18) Survival of Terms: Any terms ofthis Agreement that by their nature extend beyond the term (or termination) ofthis Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective successors and assigns. Such terms include the requirements set forth in Section IV.9. 19) Each of the undersigned expressly affirms that he or she is authorized to execute this Agreement on behalf of the Party whom he or she represents. TFCA Project 18EV057 Page 6 BAAQMD FYE 2018 TFCA Funding Agreement IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized officers. SIGNATURES: by: ________________________ __ Ranyee Chiang Technology Implementation Officer Bay Area Air Quality Management District Date: Approved as to form: by: ________________________ _ Brian C. Bunger District Counsel Bay Area Air Quality Management District TFCA Project 18EV057 by: __ ~~~~~~~---------­ Ji Ci Date: Approved as to form (optional): bY:~:" a.Jv44-~ Legal Counse( ~ City of San Rafael "'V"'1 Page 7 BAAQMD FYE 2018 TFCA Funding Agreement This page intentionally left blank. TFCA Project 18EV057 Page 8 BAAQMD FYE 2018 TFCA Funding Agreement ATTACHMENT A PROJECT INFORMATION (Note: The section numbers shown in parentheses below refer to sections in the Funding Agreement.) 1. Project Number (Section IV.S): 18EV057 2. Project Sponsor: City of San Rafael 3. Project Title: City of San Rafael's Electric Vehicle Charging Station Project 4. Project Description: Project Sponsor shall install and operate 1 single-port level 2 (high) and 1 dual-port level 2 (high) charging stations and a 265 kW solar array at 1 destination facility in San Rafael. 5. Project Goal: The goal of this Project is to reduce motor vehicle emissions by providing electric vehicle charging stations, thereby reducing motor vehicle emissions. 6. Usage Requirement: The charger(s) listed in Table 1 shall dispense an aggregate total of 25,200 kWh of electricity during the Project Operational Period. 7. Project Operational Period: Three (3) years from the date all ofthe charging stations have been placed into public service. All charging stations shall be fully accessible, functional, and operational throughout the Project Operational Period. 8 . Project Schedule: Milestone Project Starts Date Effective Date of Agreement All funded equipment installed and placed into service, By March 1, 2019 start ofthe Project Operational Period End of the Project Operational Period By March 1,2022 9. Special Conditions (Sections 11.1, 11.4, IV.3): A. Project Sponsor shall maintain the c~arging stations properly and guarantee that the stations are accessible and serviceable for at least 90 percent of the calendar days during each calendar year. B. Project Sponsor shall use only State of California-licensed engineers and contractors to perform the Project work. C. Charging stations shall be accessible for use during regular business hours for 250 days per year. D. Charging Stations that are: i. Installed at a stationary location shall be connected to the electrical grid; ii. Installed on a mobile platform shall remain on, and be operated and maintained at, the approved Facility Location specified in Attachment A, Table 1. E. Project Sponsor shall site, construct, install, maintain, and operate any services, equipment, or infrastructure paid for with TFCA Program funds in accordance with the respective manufacturer's specifications, all applicable state, federal and local laws and regulations including compliance with all applicable requirements of the Americans with Disabilities Act (ADA). F. Project Sponsor shall allow the Air District or its authorized representatives to collect and share usage information about the Project. TFCA Project 18EV057 Page 9 BAAQMD FYE 2018 TFCA Funding Agreement G. If Project Sponsor seeks to amend this Agreement, pursuant to Section IV.3, in no event shall the amended start date ofthe Project Operational Period commence after March 1,2021. H. Project Sponsor shall provide all of the information necessary about the funded charging stations to the US Department of Energy in order for the stations to be listed on their Alternative Fuel Data Center within 30 days but no later than 90 days from the date the charging stations are placed into service. The Air District will not pay invoices until the listing for each funded station has been verified. I. For Projects that receive funding from another source (e.g., California Energy Commission, NRG, PG&E), Project Sponsor is required to provide documentation along with invoice that adequately demonstrates the charging station(s) installed as part of this Project will result in surplus emission reductions that are beyond what is required by regulations, settlement, local ordinances, and other legally binding obligations. TFCA Project 18EV057 Page 10 BAAQMD FYE 2018 TFCA Funding Agreement ATTACHMENT A TABLE 1: APPROVED FACILITY LOCATION(S) AND EQUIPMENT TO BE INSTALLED Facility ID: 18EV057_FOI Facility Address: 1400 Fifth Avenue, San Rafael, CA 94901 Facility Type: Destination Equipment to be Installed: Qty Description Max TFCA Award Usage Requirement 1 Dual-port Level 2 (high) ChargePoint $4,000 14,400 kWh (Each port capable of an output rating of 6.6 kW or higher) 1 Single-port Level 2 (high) ChargePoint $3,000 10,800 kWh (Capable of an output rating of 6.6 kW or higher) 1 265,000-watt or greater Solar Array $6,000 N/A Facil~ Total: $13,000 25,200 kWh TFCA Project 18EV057 Page 11 BAAQMD FYE 2018 TFCA Funding Agreement This page intentionally left blank. TFCA Project 18EV057 Page 12 BAAQMD FYE 2018 TFCA Funding Agreement ATTACHMENT B PROJECT BUDGET AND PAYMENT PROCESS (Note: The section numbers shown in parentheses below refer to sections in the Funding Agreement.) 1. Total Project Cost (Section 11.2): $947,320. The Total Project Cost is the sum of the Eligible Costs that are listed in Section 4 of Attachment B. The Total Project Cost does not include any Project or other cost that the District does not approve as an Eligible Cost. 2. Matching Funds (Sections 11.2, 3): The Project Sponsor is responsible for all project costs that are not covered by the TFCA Funds A warded. 3. TFCA Funds Awarded (Sections 11.2, 11.11, 11.12, III.l, IV.7): The Air District will provide TFCA Program funds for this Project in an amount not to exceed $13,000 or 75% of the actual total project cost, whichever is lower. If the Project Sponsor modifies or reduces the scope of the project, the Air District will recalculate the TFCA Funds Awarded based on the Base Funding and Plus-Up funding as described in the "Application Guidance/or Charge! Grant Program/or FYE 2018 ", dated October 31,2017, not to exceed a maximum of75% of the actual total cost for the project: Attachment A, Table 1 shows how TFCA Funds Awarded are distributed to the project. The Air District shall cancel this Agreement ifthe Project is implemented in any way such that the TFCA Funds Awarded is reduced to below $10,000. If this Agreement is terminated pursuant to Section IV.7 of this Agreement, the Air District will calculate the final TFCA Funds Awarded, which is the amount offunds to which the Project Sponsor is entitled, by multiplying the amount ofTFCA Funds Awarded by the ratio of the actual usage requirement completed, which is the total energy delivered by the project equipment in kWh at the time of the effective date of termination, to the required usage requirement in kWh for the Project Operational Period: Final TFCA Funds Awarded = actual energy in kWh delivered TFCA Funds Awarded x ( .. ... ) the required usage reqUlrement m kWh for the Project OperatlOn Penod 4 . Eligible Costs: Eligible Costs may only be incurred on or after the Effective Date of this Agreement and prior to the date all funded equipment is installed and placed into service, and must be directly and solely related to the implementation (site preparation, installation and construction) of the Project. For the purposes of determining eligibility of Project costs, the date for equipment costs incurred shall be the date the Project Sponsor submits a signed purchase order or other document that commits the order, and for direct labor costs incurred shall be the date such services were rendered. Eligible Costs include: A. Costs for the purchase of equipment and material(s) (Le., charging station hardware, electrical panels, transformers and other materials) including tax, and shipping fees; B. Equipment rental costs (i.e., dump truck, concrete road paver, and other equipment) including tax, and shipping fees; C. Documented labor charges (salaries, wages, and benefits); D. Contractor labor charges; and E. Permit fees. TFCA Project 18EV057 Page 13 BAAQMD FYE 2018 TFCA Funding Agreement Costs that are not included in the list above are not Eligible Costs, for example: A. Costs related to maintenance, repairs, rehabilitation, or upgrades; B. ' Costs related to any other work performed or equipment purchased that is not required for the Project. C. Operating costs (e.g., salaries after the Project is open for public use, ongoing training/support, advertising, and rent/leases); D. Planning activities or feasibility studies; and E. Indirect and administrative costs. 5. Invoice and Payment Schedule (Section 111.2): The Project Sponsor shall submit a single invoice (Final Invoice) alo1.1g with the Expenditure Report as specified in Attachment C. The Final Invoice shall be prepared on the Air District's General Invoice Form and shall include: A. The Project Number; B. An itemized list of all expenses incurred by the Project Sponsor, specifying which are Eligible Costs and dates labor was performed and equipment was purchased; C. The total funds being requested; D. Supporting documentation of Project Sponsor's payments made for goods and services incurred, such as copies of receipts for services paid; invoices from vendors, consultants, or contractors, with an explanation of the goods or services provided for the Project; and time sheets documenting hourly labor costs incurred. The Air District will not process any invoice until all current Project obligations are fulfilled. The Air District shall retain fifteen percent (15%) of the final TFCA Funds Awarded until the project has fulfilled its usage and operational requirements and the Final Report has been received and approved by the Air District. TFCA Project 18EV057 Page 14 BAAQMD FYE 2018 TFCA Funding Agreement ATTACHMENT C MONITORING OF PROJECT PERFORMANCE (Note: The section numbers shown in parentheses below refer to sections in the Funding Agreement.) 1. Semi-annual Reports (Section 11.6): The Project Sponsor shall submit Semi-annual Reports to the Air District summarizing Project progress. Semi-annual RepOlis shall be prepared on the Air District's Semi- annual Report form. Due Dates: Beginning sixty (60) calendar days after the Effective Date, every April 15 and October 15 until the Expenditure Report has been submitted. 2. Expenditure Report (Sections 11.6, 11.8): The Project Sponsor shall submit Expenditure Report to the Air District. Expenditure Report shall be prepared on the Air District's Expenditure Report form. Due Date: By May 1,2019 and following the start of the Project Operational Period. The Expenditure Report shall include the following information: A. A table that shows the address of each approved Facility and the following information for each of the TFCA-funded chargers by Facility: date construction was completed; date charger was placed into service; dates and time charger is open for use by the public (e.g., employees, residents); and the pricing structure ($ per kWh, flat fee per use, etc.). B. A discussion of any pertinent issues or problems experienced with the project to date. C. Documentation that the Project Sponsor has acknowledged the Air District as a Project funding source, such as photographs of the charging station(s) with Air District logos attached; documentation of use of the Air District's logo on promotional materials, brochures, handbooks, and maps that promote or inform the public about the Project services; and copies of press releases and newsletter articles related to the Project (Section 11.11). D. A statement confirming that information about the funded stations have submitted and are listed on the US Department of Energy's Alternative Fuel Data Center. 3. Annual Reports (Sections 11.6): Annual Reports shall be prepared on the Air District's Annual Report form. Due Dates: By March 1,2020, March 1,2021 and March 1,2022 Each Annual Report shall cover a 12 month period (from January 1 to December 31) and include the following information for each charger (the first and last report may cover a shorter or longer period): A. For each month, the amount of electricity in kWh dispensed B. A discussion of any pertinent issues or problems that arose during the charging station(s)'s operation (e.g., repairs, downtime). C. A discussion of any work that has been performed to the Station(s) (e.g., maintenance, repair), as well as any expansion or upgrade plans. D. The actual number of days that each charger was operating. E. The pricing structure (per kWh, flat fee per use) on a charger basis. 4. Final Report (Sections 11.6): The Project Sponsor shall submit the Final Report to the Air District. The Final RepOli shall be prepared on the Air District's Final Report form and shall include the same information listed above under Annual Reports and must be received by the Air District by January 30, 2023 and following the end of the Project Operational Period. TFCA Project 18EV057 Page 15 BAAQMD FYE 2018 TFCA Funding Agreement This page intentionally left blank. TFCA Project 18EV057 Page 16 BAAQMD FYE 2018 TFCA Funding Agreement ATTACHMENT D INSURANCE REQUIREMENTS Verification of Coverage Project Sponsor shall provide, and require any sub-awardee to provide, the Air District certificates and/or other evidence ofthe insurance coverage required below. The Air District reserves the right to require Project Sponsor to provide complete, certified copies of any insurance offered in compliance with these specifications. Certificates, policies and other evidence provided shall specify that the Air District shall receive thirty (30) calendar days advanced notice of cancellation from the insurers. The Project Sponsor may submit evidence that listed insurance is not required for the Project. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. The Air District may, at its sole discretion, waive or alter this requirement or accept self-insurance in lieu of any required policy of insurance. Minimum Scope of Insurance Throughout the Project Operational Period, Project Sponsor shall obtain and maintain in full force and effect the insurance as set forth below, and shall require any third party to obtain and maintain in full force and effect the insurance as set forth below. Project Sponsor must initial next to each checked insurance requirement to confirm understanding and Agreement with the applicable Project insurance requirements : Required .. . if marked 1. LIabilIty Insurance Ix' . ~ Corporations/Private and Public Entities - a limit ~f not less than $1,000,000 per occurrence. Such ~ ~ insurance ~hall be of the type usual and customary to the business of the Project Sponsor, and to the operation of the vehicles, engines or equipment operated by the Project Sponsor. D Single Vehicle Owners -a limit of not less than $750,000 per occurrence. Such insurance shall be Initial of the type usual and customary to the business of the Project Sponsor, and to the operation of the vehicles, engines or equipment operated by the Project Sponsor. t Property Insurance X Repower and New Vehicle/Equipment Purchase -in an amount of not less than the insurable value ~ al of Project Sponsor's vehicles, engines or equipment funded under the Agreement of which this D Attachment is a part, and covering all risks ofloss, damage or destruction of such vehicles , engines or equipment. Property Insurance for Retrofit Projects -for all 2003 model year or newer vehicles in an amount Initial of not less than the insurable value of Project Sponsor's vehicles, covering all risks ofloss, damage or destruction of such vehicles, engines or equipment. ~. orkers Compensation Insurance. ~orker~ ~ompensation Insura?c.e -as required by California law and employers' liability insurance . . With a 11mIt not less than $1 mIllIon . TFCA Project 18EV057 Page 17 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager Project Manager: Cory Bytof Extension: 3407 Contractor Name: Bay Area Air Quality Management District (Project No. 18EV057-BAAQMD FYE 2018 TFCA Funding Agreement Contractor's Contact: Mark Tang, Staff Specialist, BAAQMD Contact's Email: mtang@baagmd.gov (415 749-4778) o FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA> $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PIN ), and bonds (for Public Works Contracts) 1 J f\ 8 City Manager / Mayor Agreement executed by Council autho r!'zed official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED REVIEWER DATE Check/Initial N/A I8l 6/19/18 I8l 6/19/2018 N/A I8l I8l I (Ie h'2re t 0 I8l N/A Or I8l CI el< '1e r t to ntr r d d.::'>1 6/19/18 (p /Z{) ) Ie; ~ /p /Z6 / Itt R1t- / h -ltJ.//f' ~ ~1l1-~