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HomeMy WebLinkAboutHR Legal Services; July 2025Contract No. 2025.0014 AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND LIEBERT CASSIDY WHITMORE, A PROFESSIONAL CORPORATION FOR LEGAL SERVICES This Agreement is made and entered into as of Jul 7, 2025 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and LIEBERT CASSIDY WHITMORE, A PROFESSIONAL CORPORATION, a California limited liability partnership (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS A. CITY desires to secure professional services more fully described in this Agreement; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are as -needed legal services, including but not limited to, subject -matter expertise in areas such as employment relations matters, including representation in employment litigation defense, representation in employee discipline appeals, advice and counsel on all matters related to City employment, including discipline, performance management, and labor relations, including grievances through arbitration/administrative proceedings. COMPENSATION. In consideration for CONSULTANT's complete performance of Services, CITY shall pay Rcv. 08.22 CONSULTANT for all materials provided and services rendered by CONSULTANT at the following rates per hour for labor. Fees for Services paid by the City and not subject to reimbursement by third parties shall not exceed $10,000: Partners and Of Counsel Senior Associates Associates Labor Relations/HR Consultant Paralegals E-Discovery Specialists Law Clerks $475.00 per hour $390.00 per hour $295.00-370.00 per hour $ 305.00 per hour $165.00 per hour $185.00 per hour $180.00 — 200.00 per hour CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of CITY'S receipt of invoice. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on July 1, 2025 and terminate on June 30, 2026. 4. PROJECT COORDINATION. A. CITY'S Project Manager. The Human Resources Director is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Morin Jacob, Managing Partner, is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified parry's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. 09.22 2 C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in correction with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 8. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the perfonnance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 9. INSURANCE REOUIREMENTS. During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. INDEMNIFICATION. A. CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this 08.22 Agreement, and caused by the willful misconduct or negligent act or omission of CONSULTANT. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 11. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 12. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to 09 22 4 be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To CITY's Project Manager: Marissa Sanchez City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Morin Jacob, Managing Partner Liebert Cassidy Whitmore 135 Main Street, 7d' Floor San Francisco, CA 94105 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any terns, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terns and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. [Signatitres are 0/1 thefollowingpage.] 08.22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: CrLs � 24.Ci ovir k CRISINE TALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney CONSULTANT: By: Name: ejIJ111 C'. Title: [If CONSULTANT is a corporation, add _An� signature of second corporate officer] Andrea Visveshwara (Jul 6, 2025 21:30 PDT) ANDREA VISVESHWARA, Chief Assistant City Attorney By: ATTEST: Name: City Clerk Title: Brorma Nurmi (for) Bren,, Nunn ([,,) (Jul 6 2025 07:33 PDT) LINDSAY LARA, City Clerk EXHIBIT A SCOPE OF SERVICES [INTENTIONALLY OMITTED] Rev 08.22 A- I EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. Automobile liability. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. Workers' compensation. If it employs any person, CONSULTANT shall maintain workers' compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's workers' compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers' compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT's insurance policies shall be "primary and noncontributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as Rcv. 08.22 B-1 ISO form CG20 0104 13. 3. Except for professional liability insurance or workers' compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSULTANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any 08.22 B-2 such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR's. Any deductibles or self -insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY and shall not reduce the limits of liability. Policies containing any self -insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self -insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the CITY. 08.22 B-3 SCHEDULE II LCW LITIGATION and E-DISCOVERY MANAGEMENT LCW is committed to using state-of-the-art technology to efficiently manage and harness electronically -stored information ("ESI") in compliance with Federal and State law requirements. LCW partners with an outside managed services provider to provide Relativity, the industry leading e-discovery software, for this purpose. The cost for each matter will depend on the volume and format of the data. For non-complex data up to 50 gigabytes, LCW charges a monthly fee of $450 on all active litigation matters for data management, including data validation and security, ingestion, de -duplication, culling and streamlining, and creation of Relativity fields for expedited review. For data of 50 gigabytes and over and for complex data requiring specialized services (e.g., payroll data, spreadsheets with underlying formulas, video, advanced searches, etc.), additional charges are incurred and are passed through to the client. For such charges, we will provide an itemized bill from our managed services provider and obtain client approval prior to incurring the charges. Litigation Case Staffing LCW has organized its litigation practice to meet the challenges of today's complex litigation cases. We employ a dedicated Litigation Manager — a non -billing attorney litigator — whose responsibility is to monitor all litigation cases to ensure quality, efficiency, and adherence to client and firm litigation guidelines. Each litigation case is staffed with a Partner, an Associate (or Associates, as required and as approved by the Client), a Paralegal and an E-Discovery Specialist. Our E-Discovery Specialists have extensive experience in the efficient management of electronic data through every stage of the e-discovery life cycle, and they strategize with attorneys and clients on effective ESI protocols. This makes the document review process more efficient and enables our attorneys to target the most relevant data to meet litigation objectives. Working with our e-discovery managed services provider, we are able to provide state-of-the-art data processing and hosting services at below -market rates. 12670238 1 LC001-009 RAP A r WITH P 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: Human Resources Project Manager: Marissa Sanchez Extension: Contractor Name: Liebert Cassidy Whitmore, A Professional Corporation Contractor's Contact: Morin Jacob Contact's Email: mjacob@lcwlegal.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor n/a ❑X b. Email contract (in Word) and attachments to City 6/23/2025 Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑X 2 City Attorney a. Review, revise, and comment on draft agreement 6/23/2025 and return to Project Manager ® AV b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to contractor 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑x N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 7/1/2025 X Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager Liebert Cassidy Whitmore PSA Final Audit Report 2025-07-08 Created: 2025-07-01 By: Laraine Gittens (laraine.gittens@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAiH-mRMvat01gJ9vyQNgepW5dMeRtN7i6 "Liebert Cassidy Whitmore PSA" History Document created by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2025-07-01-11:30:40 PM GMT C'. Document emailed to Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org) for signature 2025-07-01 - 11:32:36 PM GMT Email viewed by Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org) 2025-07-07 - 4:30:13 AM GMT iS© Document e-signed by Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org) Signature Date: 2025-07-07 - 4:30:46 AM GMT - Time Source: server S., Document emailed to Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) for approval 2025-07-07 - 4:30:50 AM GMT Email viewed by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) 2025-07-07 - 2:31:18 PM GMT 6© Document approved by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) Approval Date: 2025-07-07 - 2:31:35 PM GMT - Time Source: server E41 Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2025-07-07 - 2:31:39 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2025-07-08 - 3:54:33 AM GMT b© Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2025-07-08 - 3:56:41 AM GMT 6© Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2025-07-08 - 3:56:43 AM GMT - Time Source: server Adobe Acrobat Sign P-4 Document emailed to brenna.nurmi@cityofsanrafael.org for signature 2025-07-08 - 3:56:48 AM GMT ,n Email viewed by brenna.nurmi@cityofsanrafael.org 2025-07-08 - 2:33:02 PM GMT 6© Signer brenna.nurmi@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2025-07-08 - 2:33:23 PM GMT 4 Document e-signed by Brenna Nurmi (for) (brenna.nurmi@cityofsanrafael.org) Signature Date: 2025-07-08 - 2:33:25 PM GMT - Time Source: server Agreement completed. 2025-07-08 - 2:33:25 PM GMT a Adobe Acrobat Sign Pacific Gas and Electric Company` April 24, 2025 City of San Rafael 111 Morphew St San Rafael, CA 94901 RE: FLEET006994845 Dear Jonathan Schellin, Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 Congratulations! We are pleased to extend City of San Rafael an invitation to join PG&E's EV Fleet Electrification program. Upon your completion of the action items below, we will move your project into the design phase and begin the engineering, design and construction plans for 111 Morphew St, San Rafael, CA 94901. Please note future changes to the project scope may change your eligibility for the program Included in this contract are the following items: • Cover Letter o Offer Description o EV Charger Rebate o Preliminary Design (also attached as PDF) • Letter of Commitment o EV Deployment Commitment • EV Fleet Program Terms and Conditions ("Contract") • Exhibit A: Project Scope • Appendices o Appendix A: PG&E EV Fleet Program Participant Data Reporting Requirements o Appendix B: CPUC's Safety Requirements Checklist for CPU C-Approved Transportation Electrification Programs Immediate Action Items: • Review the entire document Sign and return the Letter of Commitment and Contract Provide proof of commitment (as defined below) for appropriate vehicles By signing the Letter of Commitment and the Contract, I hereby confirm my participation in PG&E's Fleet Electrification program and acknowledge that: • 1 agree to install the number of EV Supply Equipment (EVSE or "EV charger") specified in Exhibit A of the Contract; • Upon execution of the Contract, PG&E will begin incurring design fees and costs as my project moves forward; • If I withdraw from the program prior to the site being activated, then PG&E reserves the right to recover all fees and costs incurred by it and its subcontractors after the execution of the Contract, including but not limited to, design cost, site walk costs, etc.; • PG&E may need to conduct a comprehensive design site walk; • If the existing infrastructure or physical site or equipment is substantially different than anticipated or described, then PG&E will make reasonable effort to redesign the project in a manner acceptable to both parties, but reserves the right to cancel my participation in the program; • If I request to make changes to the scope or design of the project, then PG&E reserves the right to recover all costs associated with that change, such as redesign costs; Cover Letter (11 2024 Version) Page 1 of 4 Pacific Gas and Electric Company Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 If I do not submit required documentation (e.g., signed easement) or fail to move this project forward for a period of 90 days or more, then PG&E may consider this an abandonment of this Contract and reserves the right to cancel my participation in the program and recover all costs incurred; and My EV chargers meet the Safety Checklist requirements and have networking protocols (as described in Appendix A and Appendix B). I agree to ensure that EVSE network connectivity is in good condition for at least five years from the date of activation. Offer Description After careful consideration of the project costs and scope of work, PG&E has determined you are eligible for the Make -Ready Incentive Option. PG&E will design, construct, own, and maintain any necessary EV supply infrastructure to the meter only. City of San Rafael will design, build, own, operate, and maintain the EV supply infrastructure behind the meter, hereafter referred to as customer -owned make-ready infrastructure. PG&E provides an incentive that is equal to the lesser amount of either: (i) 80% of the customer -owned make-ready infrastructure costs or (ii) the incentive cap of $40,000.00 as described in the table below. Project documentation should be submitted to your Project Manager within 90 days of site activation to initiate the incentive payment process. SupplyEV to Site maintainApplies Hosts who pay for, own, and Vehicle Type Per Vehicle Incentive # of Vehicles School Buses, Local Delivery $4,000.00 per Vehicle 10 Trucks, or Other Vehicles Vehicle Type (Total) Incentive (Total) Incentive Total Lesser amount of either 80% of the Total # of Vehicles customer -owned make-ready infrastructure Maximum of $40,000.00 10 costs or the incentive cap, as described above, on a per vehicle basis EV Charger Rebate You may also qualify for a rebate of up to $174,000.00, capped at 50% of the purchase cost, for qualified EV chargers for your fleet. EV chargers are only eligible for rebates if they are listed on PG&E's approved EVSE vendor list at the time of installation. All rebate claim documentation must be submitted to PG&E no later than March 31, 2028 to be eligible for rebates. The EV Fleet program will not be able to issue rebates for EV chargers acquired after March 2028. ChargerEV Rebate Applies to Site Hosts tha It are transit agencies, schools, or located in disadvantaged communities. Power output Rebate # of Chargers 16.6 kW 50% of the cost of the charger, up to 6 $15,000 00 per EVSE 196 kW 50% of the cost of the charger, up to 2 $42,000.00 per EVSE Total 492 kW Total Capped Rebate Amount of up to 8 $174,000.00 As a reminder, to participate in the EV Fleet program, your EV chargers, also known as EV supply equipment, at a minimum must meet the EV Fleet Program Data Reporting requirements outlined in Appendix A and the Safety Checklist requirements outlined in Appendix B. In addition, the EV chargers must at least meet the following network communications requirements: Cover Letter (11.2024 Version) Page 2 of 4 I'" Pacific Gas and Electric Company` Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 • Electric Vehicle Supply Equipment (EVSE) shall have metering capability through an internal device and shall be able to measure power and usage parameters to enable reporting of the metrics in the Contractor Requirement section. • After loss of power, provided the EVSE connector to vehicle has not been removed, the EVSE shall return to its post -configuration state (i.e., shall persist communication and registration configurations. This does not include continuing user sessions when authorization is required to start a session). • EVSE shall provide a reset option, which returns the device to its pre -charge state (e.g., card or message- not user accessible). Preliminary Design The preliminary design for your project is below and has also been provided as a PDF along with this contract. Please note that any requests to change the scope of the project may result in redesign costs to you of up to $15,000 per request. Examples of changes to scope include requests to modify the number or type of charger being deployed or modify the location of the meter. PG&E may opt to utilize existing infrastructure, including existing conduit, in order to minimize project costs as indicated by the word "existing" on any components on the Preliminary Design. I1tl Alt MJ1 I,r, Y TRUST Y2i910E J 7N R�.WWIIfkCE J I11J' If complications arise with the 3rd party easement, the alternative route would be to install a #5 box directly on customer property. Cover Letter (11.2024 Version) Page 3 of 4 Pacific Gas and Electric Company' Next Steps: Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland. CA 94612 STALL AND STATION COUNT IMPACTED EXISTING QUANTrTY FLEET STALLS 10 TOTAL 10 PROPOSED EV CHARGING QUANTITY FLEET STALLS 10 TOTAL 10 EV CHARGING STATIONS QUANTITY LEVEL 2 (192 KW NOMINAL! 16.6 KW ACTUAL) SINGLE PORT- PEDESTAL MOUNT 6 LEVEL 3 (193.7 KW NOMINAL 1196 KW ACTUAL) DUAL PORT - PEDESTAL MOUNT 2 TOTAL 8 ANTICIPATED LOAD TOTAL KW ZEROVA AX80 Q 16.6 KW 99.6 ZEROVA DS180 a 196 KW 392 CHARGER BANK DEMAND LOAD (AMPS ® 480V) 591.3 We respectfully request that you return your signed contract as soon as possible. After we receive your signed contract, I will introduce you to your Project Manager, who will lead you through the design and construction process for your site. Thank you for your participation in this exciting program! You are taking an important step to support California's ambitious climate and air quality goals, and we appreciate that you have elected to work with PG&E to electrify your fleet. Please contact me if you have any questions. Regards, Craig Castro Craig. Castro(a)pge.com 510.298.7766 Electric Vehicle Customer Onboarding Specialist Pacific Gas and Electric Company e.,rVf Leet Cover Letter (11.2024 Version) Page 4 of 4 Pacific Gas and Electric Company` April 24, 2025 Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 Re: Electric Vehicle Deployment Commitment for City of San Rafael (FLEET006994845) Dear Pacific Gas and Electric Company, City of San Rafael and PG&E have worked together and agreed on a contract under which City of San Rafael purchases electric fleet vehicles and PG&E performs make-ready infrastructure work and, if qualified, provides EV charger rebates and infrastructure incentives. City of San Rafael has received approval from our internal decision makers and commits to purchase 10 electric vehicles by December 31, 2029. We plan to purchase and deploy the vehicles during the following timeline: By signing the Letter of Commitment and the Contract, City of San Rafael understands that, in accordance with the section titled 'Vehicle Purchase Plans', City of San Rafael is responsible for realizing the number and type of EV Fleet vehicles that have been indicated in Exhibit A of the aforementioned Contract regardless of the decision of granting agencies. These vehicles will be domiciled at 111 Morphew St, San Rafael, CA 94901. If City of San Rafael does not put into operation the number of vehicles stated in the section above, PG&E in its sole discretion may require City of San Rafael to reimburse PG&E for costs incurred by PG&E associated with PG&E's reliance on my commitment to install infrastructure, such as costs of equipment, site design, and installation. Sincerely, Cristine Alilovich City of San Rafael Signature Cristine Alilovich Print City Manager Title EV Fleet Letter of Commitment (112024 Version) Jun 10, 2025 Company Name Date Page 1 of 1 EV Fleet Program Terms and Conditions ("Contract") Between City of San Rafael and Pacific Gas and Electric Company 4 ". Pacific Gas and Electric Company' Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 EV Fleet Program Terms and Conditions ("Contract") Definitions As used in this Contract the followinq terms have the following meanings Disadvantaged Community: Census tracts in PG&E's service territory with a top quartile score according to California Environmental Protection Agency's CalEnviroScreen 3.0. EV Service Connection: Traditional utility infrastructure from the utility distribution system to the meter, which may include but is not limited to cable, conductors, conduit, transformers, and associated substructures from the utility distribution system. Also referred to as "To the Meter' (TTM) infrastructure. EV Supply Infrastructure: Infrastructure from the meter ("but not including the meter") to the parking space, which may include an electrical panel, cable, and conduit necessary to deliver power to the parking space. Also referred to as "Behind the Meter" (BTM) infrastructure. Electric Vehicle Supply Equipment (EVSE): Equipment used for charging EVs. The conductors, including the ungrounded, grounded, and equipment grounding conductors, the electric vehicle chargers, connectors, attachment plugs, and all other fittings, devices, power outlets, or apparatuses installed specifically for the purpose of delivering energy from the Premises wiring to the electric vehicle. EVSE Package: EVSE hardware, software, and network services. EV Service Provider (EVSP): A company that provides EV charging solutions to Customer, including but not limited to network services, billing, and customer support. Operation and Maintenance (O&M): O&M includes, but is not limited to, network fees, resetting of breakers, replacement of parts, and associated services necessary to keep the EVSE and/or EV Supply Infrastructure operational. Premises: Premises includes all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi -public institutions, by a dedicated street, highway or public thoroughfare or railway. Automobile parking lots constituting a part of or adjacent to a single enterprise may be separated by an alley from the remainder of the Premises served. All Premises must be reviewed by PG&E to determine where service could be provided and at what cost. PG&E may agree to include some or all of the Premises in the EV Fleet Program Multiple Premises may be listed in Exhibit A. Rate Plan: The PG&E electric rate that Customer pays for using EVSE. Detail on PG&E rates and eligibility criteria can be found at www oge.com/tariffs. Customer: The entity participating in the EV Fleet Program that owns, leases, or manages the Premises where the EVSE Packages are installed. Customer will receive the bill for the energy delivered to the EVSE Package. Specific Terms Acknowledgement and Term: All parties agree to abide by the terms and conditions of this Contract for participation in the EV Fleet Program (part of California Public Utilities Commission, or "CPUC", Decision Number 18-05-040 issued May 31, 2018), including all requirements included by reference. The duration of this Contract (the "Term") will commence on the date Customer's EVSE Package becomes operational and will continue in effect for ten (10) years thereafter (unless otherwise earlier terminated pursuant to the terms herein). PG&E will inform Customer in writing when the EVSE Package becomes operational. Ownership: Customer has two options for ownership of EV Supply Infrastructure. Ownership of other components is listed below for reference. Sections in this Contract labeled "Customer Owned EV Supply Infrastructure" or "PG&E Owned EV Supply Infrastructure" will apply depending on the ownership option a Customer selects. Customer should indicate their ownership option in the Cover Letter provided to the customer. All other terms are common to both ownership options. Contract version revised 11.2024 Page 1 of 11 EV Fleet Program Terms and Conditions ("Contract") Between City of San Rafael and Pacific Gas and Electric Company Pacific Gas and Electric Company' Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 EV Service Connection: PG&E always constructs, owns, operates, and maintains the EV Service Connection when necessary. PG&E may opt to utilize existing infrastructure, including customer -owned conduits, in order to minimize project costs This will be indicated in the accompanying Preliminary Design. In some cases,the customer may opt to use an existing service connection, in which case no work will be completed by PG&E. EV Supply Infrastructure: Customer may have two options for EV Supply Infrastructure ownership: 1. PG&E Owned: PG&E constructs, owns, and maintains the EV Supply Infrastructure. PG&E covers costs in accordance with CPUC requirements. 2. Customer Owned: Customer is responsible for construction and maintenance of EV Supply Infrastructure and receives an incentive in accordance with CPUC requirements. EV Supply Equipment (EVSE): Customer always installs, owns, operates, and maintains the EVSE. High level EV infrastructure configuration and terminology .......... ..._.._....__�..._... Utility assets (e.g , power Me ter Electric- Charger Electric Vehicle lines, transformer) panel EV Service Connection, or EV Supply Infrastructure, or EV Supply To The Meter (TTM) Behind The Meter (BTM) Equipment infrastructure infrastructure (EVSE) Selection of EVSE Package: Upon approval of application by PG&E, Customer shall select and procure an EVSE Package from the PG&E approved product list. PG&E will share approved product list with Customer. Customer shall install, operate, and maintain the number and type of the EVSE Package, associated equipment, and signage as selected by Customer and approved by PG&E. Customer acknowledges that PG&E makes no representations regarding manufacturers, dealers, contractors, materials, or workmanship of the EVSE Package. Customer agrees that PG&E has no liability whatsoever concerning the quality and safety of such EVSE Package. At PG&E sole discretion, Customer may use an EVSE Package that is not on the approved product list. If EVSE Package is not on the approved product list, EVSE Package must be compliant with minimum requirements. These minimum requirements are attached to this Contract, as applicable. In addition to these requirements, EVSE Package must be ISO15118-ready, with the exception of equipment that will be used to charge off -road vehicles. Customer agrees to provide all information requested by PG&E about non -approved EVSE Packages, including but not limited to technical and safety specifications. EVSE Rebate: Customer may qualify for a rebate of EVSE, in accordance with the CPUC requirements. Rebate amounts will vary in accordance with the CPUC requirements Rebates will be paid after (1) Customer provides proof of purchase of EVSE Package, (2) at PG&E discretion PG&E inspects the installation of the EVSE and the physical location, and (3) the EVSE is operational. All EVSE rebate claims must be submitted no later than March 31, 2028 Any EVSE acquired after March 2028 will not be eligible for rebate. Additional Services from EVSP: Separate and apart from the application and PG&E's obligations under the EV Fleet Program, the EVSP selected by Customer may offer and contract directly with the Customer to provide any additional or complementary services, as long as these services do not interfere with the objectives of the EV Fleet Program as fully described in the CPUC decision The costs of additional EVSP services, and any cost related to O&M of any additional EVSP services, will not be borne by PG&E, unless they are complementary services necessary to support the EV Fleet Program objectives and are approved by PG&E in writing. EV Drivers' Right to Access: Customer shall not restrict access to or use of the EVSE for reasons including, but not limited to, race, color, religion, age, sex, national origin, ancestry, physical or mental disability, or any basis prohibited by applicable law. However, Customer may decide to make the EVSE available only to its employees, tenants, or lessors; under the terms of the EV Fleet Program, Customer decides whether to make the EVSE available to other 31 parties. Contract version revised 11.2024 Page 2 of 11 EV Fleet Program Terms and Conditions ("Contract") Between City of San Rafael and Pacific Gas and Electric Company Pacific Gas and Electric Company` Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 Accessibility Requirements: The installation of the EVSE and EV Service Connection is required to comply with the Americans with Disabilities Act (ADA) and California Building Standards. Customer understands and accepts that such standards may impact parking layouts and reduce the number of non -accessible parking spaces available. Customer understands and accepts that changes to initial design representations may occur during the design, construction, and operational phases of the EVSE as may be dictated by design constraints, by law or regulation, or by local jurisdictional authorities. Easement Requirement: An easement may be required to maintain PG&E owned facilities. PG&E will use existing easements when possible to minimize encumbrances on Customer property If a new easement is required, access rights will follow standard utility requirements for providing electrical service. PG&E will determine if a new easement is required when Customer application is evaluated and will communicate that to Customer. If Customer does not wish to grant an easement for one or more Premises, PG&E may remove those Premises from the EV Fleet program. If Customer accepts easement requirements, Customer agrees to grant PG&E an easement for the installation of EV Service Connection and EV Supply Infrastructure. If the EV Service Connection must cross property owned by a third party to serve Customer, PG&E may, at its option, install such EV Service Connection after appropriate rights of way or easements, satisfactory to PG&E, are obtained without cost to PG&E. Customer is responsible for coordinating attainment of any easements. Customer agrees to sign and return easement to PG&E within 30 days of receipt. If the Customer does not respond within 30 days, PG&E reserves the right to rescind Customer's participation in the EV Fleet Program and recover all costs incurred. Upon termination of the Contract, PG&E shall upon written demand therefore execute and deliver to Customer a good and sufficient quitclaim of said easement and right of way or such portion thereof conveyed in this document, at Customer expense. EVSE O&M: The Customer is required to maintain the EVSE for the Term. Customer will pay all O&M costs associated with the EVSE. Customer shall maintain a consistent uptime at the direction of PG&E for EVSE installed. Customer shall maintain the common area improvements immediately surrounding the EVSE in good condition, ordinary wear and tear excepted, and will promptly notify PG&E of any problems it is aware of related to the EVSE. Such maintenance by Customer of the immediately surrounding common areas shall include, but not be limited to, pavement maintenance and snow removal services, if applicable. Uninterrupted service is not guaranteed, and PG&E may interrupt service when necessary to ensure safety or to perform maintenance on PG&E owned infrastructure. PG&E will use reasonable efforts to notify Customer in advance of interruptions to service, planned maintenance, and physical access to Premises. Customer will immediately shut down chargers if there is a safety issue. Billing: Customer will be the PG&E Customer and will be served according to the applicable Rate Plan As the Customer, Customer will be responsible for paying the PG&E bill. Compensation: Under no conditions shall Customer or EV Drivers receive compensation of any kind (including but not limited to: cash, in -kind services, or otherwise) for any duties or requirements provided for in this Contract or for participation in any way as part of the EV Fleet Program, including but not limited to: easements, use of data for lawful purposes, loss of business activity during construction or maintenance activities, or any other inconvenience or loss, without limitation, related to participation. Changing Rate Plan: Customer may change Rate Plan during the Term but must remain on a retail PG&E rate for the duration of the Term. If Customer switches to a non -retail PG&E rate during the Term, Customer shall bear the full cost and sole expense, as circumstances may dictate, for losses incurred by PG&E on behalf of ratepayers, such as pro -rated costs of equipment, site design, and installation. Reliability: PG&E does not guarantee uninterrupted service. Customer may pursue options to ensure that any impact to Customer operations from potential loss of power is sufficiently mitigated. Customer is responsible for the cost of any supplemental solutions to improve reliability. Expansion of EVSE Installation: Customer may add more charging ports to their installation in the future, in accordance with the provisions of CPUC filed tariffs such as Electric Rule 16 Customer must coordinate with PG&E prior to any approved installation extension. Any installations or related work performed outside of EV Fleet program will be at Customer's expense and its liability. EVSE Replacement: Customer may replace their EVSE during the Term. Customer must notify PG&E ahead of replacement to ensure infrastructure can accommodate the additional load and new EVSE complies with necessary CPUC requirements for the program If adequate infrastructure does not exist, Customer must request increased capacity in Contract version revised 11.2024 Page 3 of 11 EV Fleet Program Terms and Conditions ("Contract') Between City of San Rafael and Pacific Gas and Electric Company Pacific Gas and Electric Company' Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 accordance with the provisions of CPUC filed tariffs such as Electric Rule 16. Any replacements will be at Customer's expense and its liability. Vehicle Purchase Plans: PG&E will work with Customer to understand its fleet electrification plans and may install infrastructure to support future vehicle purchases In Exhibit A, Customer will provide the number, type, and charging levels of electric vehicles that will be used at the Premises over time to justify the requested infrastructure. At PG&E discretion, during the Term PG&E may request evidence that Customer is operating these vehicles and associated charging in accordance with its electrification plan. If Customer is not operating vehicles consistent with its electrification plans, at PG&E discretion, Customer may be responsible for PG&E costs associated with installing the excess infrastructure. This includes costs, as circumstances may dictate, for losses incurred by PG&E on behalf of ratepayers, such as costs of equipment, site design and installation. Customer may, at any time within the Term request from PG&E projected and final costs associated with this. If Customer wishes to change its plan, Customer must provide a modified plan to PG&E. This modified plan must be mutually agreed upon by PG&E and Customer Customer may opt to replace these vehicles with similar equipment but must operate the number and type of vehicles outlined in the electrification plan. Vehicles that are leased must be replaced with similar equipment upon termination of the lease duration. If Customer is not the party responsible for purchasing or leasing the vehicles indicated in Exhibit A, they will acquire and provide such proof from the responsible party including the number, type, and charging levels of electric vehicles that will be used at the Premises over time to justify the requested infrastructure Customer is responsible to provide evidence of vehicle operation and associated charging during this term in accordance with the indicated electrification plans. If vehicles are not operating consistent with the indicated electrification plans, at PG&E discretion, Customer may be responsible for PG&E costs associated with installing the excess infrastructure. This includes costs, as circumstances may dictate, for losses incurred by PG&E on behalf of ratepayers, such as costs of equipment, site design, and installation. Project Scope: Customer acknowledges that: • Customer agrees to the high-level project scope listed in Exhibit A; • Upon execution of this Contract, PG&E will begin incurring design fees and costs as Customer project moves forward; • If Customer withdraws from the program, then PG&E reserves the right to recover all fees and costs incurred by it and its subcontractors after the execution of this Contract including, but not limited to, design cost, site walk costs, etc.; • PG&E will conduct a site walk; • If the existing infrastructure or physical site or equipment is substantially different than anticipated or described, then PG&E will make reasonable effort to redesign the project in a manner acceptable to both parties, but reserves the right to cancel Customer participation in the program; and • If Customer does not submit required documentation (e.g., signed easement if needed) in a timely manner, then PG&E may grant extensions by request but reserves the right to waitlist Customer application and/or cancel participation in the program External Funding Sources: Customer understands that the total infrastructure and EVSE rebate and incentive amounts the Customer receives from all sources, which may include but is not limited to, utilities, state programs, manufacturer, retailer, or otherwise, cannot exceed Customer's total cost of purchasing the EVSE, installing the EVSE, and constructing the EV Supply Infrastructure. Customer agrees to keep records of all infrastructure and EVSE incentives and rebates received for Customer's EV Fleet project. Customer understands that PG&E may request and review said records up to one year after project completion date. If rebates and incentives received exceed incurred project cost, PG&E may inform all other funding sources, which may include but is not limited to, utilities, state programs, manufacturer, retailer, or other, of the violation, including the name of the Customer, a description of the project, and details regarding the excessive rebates and incentives Customer Owned EV Supply Infrastructure Section EV Supply Infrastructure Incentive: Customer qualifies for an incentive towards the cost of EV Supply Infrastructure if they choose to own and maintain the EV Supply Infrastructure. Incentive amounts will vary in accordance with the CPUC requirements. Incentive will be paid after (1) Customer provides proof of actual EV Supply Infrastructure construction cost, (2) EV Supply Infrastructure construction is complete, (3) the EVSE is operational Contract version revised 11.2024 Page 4 of 11 EV Fleet Program Terms and Conditions ("Contract") Between City of San Rafael and Pacific Gas and Electric Company Pacific Gas and Electric Company' Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 Installation of EV Service Connection: PG&E and/or its contractors shall design and construct the EV Service Connection in compliance with the terms of this Contract, as well as all applicable local, state, and federal laws and regulatory requirements. Customer is responsible for providing all disclosures, including but not limited to hazardous materials located at the site of the installation. If an easement is required, PG&E will provide a preliminary layout of proposed facilities to Customer prior to preparation of easement for Customer review and approval; such approval will not unreasonably be withheld The easement will be executed and recorded in favor of PG&E so that PG&E may access the EV Service Connection as needed. It will be the Customer's responsibility to provide a preliminary design of the EV Supply Infrastructure and associated electrical loads so that PG&E can provide the associated EV Service Connection design. PG&E and Customer will approve final design prior to construction beginning. Once design is approved, no material changes will be made without approval from PG&E and Customer. After the EVSE is operational, Customer may request a copy of "as built" designs, which will be provided by PG&E. Installation of EV Supply Infrastructure: The Customer and/or its contractors shall construct the EV Supply Infrastructure and install the EVSE in compliance with the terms of this Contract, as well as all applicable local, state, and federal laws and regulatory requirements, including PG&E requirements found at www.pge com/greenbook. The Customer is responsible for (i) the costs to construct the EV Supply Infrastructure, (ii) the purchase of the EVSE Package, and (iii) installation of the EVSE. After the EVSE is operational, Customer receives incentive for EV Supply Infrastructure in accordance with terms of this Contract. EV Supply Infrastructure OM If Customer owns the EV Supply Infrastructure, Customer is responsible for O&M of the EV Supply Infrastructure for the Term. Customer will pay all O&M costs associated with the EV Supply Infrastructure. Customer shall maintain the common area improvements immediately surrounding the EV Supply Infrastructure in good condition, ordinary wear and tear excepted, and will promptly notify PG&E of any problems it is aware of related to the EV Supply Infrastructure. Such maintenance by Customer of the immediately surrounding common areas shall include, but not be limited to, pavement maintenance and snow removal services, if applicable. Uninterrupted service is not guaranteed, and PG&E may interrupt service when necessary to ensure safety or to perform maintenance. PG&E will use reasonable efforts to notify Customer in advance of interruptions to service, planned maintenance, and physical access to Premises. Access to Customers Premises: PG&E shall at all times have the right to enter and leave the Customer's Premises for any purpose connected with the furnishing of electric service to the EV Service Connection (meter reading, inspection, testing, routine repairs, replacement, maintenance, vegetation management, emergency work, etc.) and the exercise of any and all rights secured to it by law, or under PG&E's applicable tariff schedules. If Customer does not grant PG&E reasonable access to the Premises, then PG&E may deenergize the EV Service Connection until access is granted. PG&E will work closely with Customer to ensure this access does not unreasonably interfere with Customer's property or operations. End of Tenn: At the end of the Term, the Customer will have the following options: 1. Continue operating EVSE and EV Supply Infrastructure o Customer has continued responsibility for O&M of EVSE and EV Supply Infrastructure. o If an easement was required for installation, easement remains in place. o PG&E continues to own EV Service Connection and will treat this under the standard provisions of CPUC filed tariffs such as Electric Rule 16. 2. Stop operating EVSE and EV Supply Infrastructure o Remove the EVSE and/or EV Supply Infrastructure at Customer's cost and expense. o If an easement was required for installation, PG&E will deliver a quitclaim for the easement and the easement will be removed. o PG&E will require access to any energized PG&E facilities. If EV Service Connection serves other load or assets, for example building load or solar, PG&E continues to own EV Service Connection and will treat this under the standard provisions of CPUC filed tariffs such as Electric Rule 16. If EV Service Connection serves only the EVSE installed under this Contract, PG&E will deenergize EV Service Connection and abandon facilities in place. PG&E Owned EV Supply Infrastructure Section Installation of Equipment: PG&E and/or its contractors shall design and construct the EV Service Connection and EV Supply Infrastructure in compliance with the terms of this Contract, as well as all applicable local, state, and federal laws and regulatory requirements. Customer is responsible for providing all disclosures, including but not limited to hazardous materials located at the site of the installation. If an easement is required, PG&E will provide a preliminary layout of proposed facilities to Customer prior to preparation of easement for Customer review and approval; such approval will not Contract version revised 11.2024 Page 5 of 11 EV Fleet Program Terms and Conditions ("Contract") Between City of San Rafael and Pacific Gas and Electric Company Pacific Gas and Electric Company' Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 unreasonably be withheld. The easement will be executed and recorded in favor of PG&E so that PG&E may access the EV Service Connection and EV Supply Infrastructure as needed. After Customer approval of the preliminary design, PG&E will coordinate with the Customer if there are any proposed material changes. A final design with no material changes from the agreed upon design will be provided by PG&E prior to any installation activities. PG&E and Customer will approve final design prior to construction beginning. Once design is approved, no material changes will be made without approval from PG&E and Customer. An estimated installation schedule shall be provided by PG&E after execution of required easement and timely selection of EVSE Package. Should the installation schedule require modification, PG&E shall notify Customer within a reasonable amount of time of such changes. PG&E is responsible for the costs to construct the EV Supply Infrastructure. The Customer is responsible for (i) the purchase of the EVSE Package and (ii) installation of the EVSE. Upon completion of installation of the EVSE, the Customer understands and acknowledges that it will be responsible for the O&M of the EVSE installed through the EV Fleet Program. After the EVSE is operational, Customer may request a copy of "as built" designs, which will be provided by PG&E. EV Supply Infrastructure OW If PG&E owns the EV Supply Infrastructure, PG&E is responsible for O&M of the EV Supply Infrastructure for the Term. PG&E will pay all O&M costs associated with the EV Supply Infrastructure. Customer shall maintain the common area improvements immediately surrounding the EV Supply Infrastructure in good condition, ordinary wear and tear excepted, and will promptly notify PG&E of any problems it is aware of related to the EV Supply Infrastructure. Such maintenance by Customer of the immediately surrounding common areas shall include, but not be limited to, pavement maintenance and snow removal services, if applicable. Uninterrupted service is not guaranteed, and PG&E may interrupt service when necessary to ensure safety or to perform maintenance. PG&E will use reasonable efforts to notify Customer in advance of interruptions to service, planned maintenance, and physical access to Premises. Access to Customers Premises: PG&E shall at all times have the right to enter and leave the Customer's Premises for any purpose connected with the furnishing of electric service to the EV Service Connection (meter reading, inspection, testing, routine repairs, replacement, maintenance, vegetation management, emergency work, etc.) and the exercise of any and all rights secured to it by law, or under PG&E's applicable tariff schedules. If Customer does not grant PG&E reasonable access to the Premises, then PG&E may deenergize the EV Service Connection until access is granted. PG&E will work closely with Customer to ensure this access does not unreasonably interfere with Customer's property or operations. End of Term: At the end of the Term, the Customer will have the following options: 1. Continue operating EVSE o Customer has continued responsibility for O&M of EVSE. o If an easement was required for installation, easement remains in place. o PG&E continues to own EV Service Connection and EV Supply Infrastructure and will treat these under the standard provisions of CPUC filed tariffs such as Electric Rule 16. 2. Stop operating EVSE o Remove the EVSE at Customer's cost and expense. o If an easement was required for installation, PG&E will deliver a quitclaim for the easement and the easement will be removed o PG&E will require access to any energized PG&E facilities. If EV Service Connection and/or EV Supply Infrastructure serves other load or assets, for example solar, PG&E continues to own EV Service Connection and/or EV Supply Infrastructure and will treat these under the standard provisions of CPUC filed tariffs such as Electric Rule 16. If EV Service Connection and/or EV Supply Infrastructure serves only the EVSE installed under this Contract, PG&E will deenergize EV Service Connection and EV Supply Infrastructure and abandon facilities in place General Terms Permission to Use Data: Customer agrees to allow PG&E and its agents and representatives to use data gathered as part of the EV Fleet Program (including usage data from the EVSE and EVSE performance data supplied directly to PG&E from the EVSP) ("Usage Data") for use in regulatory reporting, ordinary business use, industry forums, case studies, or other similar activities, in accordance with applicable laws and regulations. Usage Data furnished to PG&E by the EVSP will not include any personal information as defined for the purposes of California privacy laws (including the California Privacy Rights Act, as amended("CPRA")) Any such personal data will be deidentified (as defined by CPRA) before it is provided to PG&E. Notwithstanding the foregoing, Customer acknowledges that PG&E is required to disclose location data at census tract or 5-digit zip code level as part of its regulatory obligations to report aggregate data. Although such locations will not be identified as Customer locations in the aggregated and anonymous data disclosed by PG&E, a third party could potentially associate Customer with disclosed locations by reference to other facts and data sources. Contract version revised 11.2024 Page 6 of 11 EV Fleet Program Terms and Conditions ("Contract") Between City of San Rafael and Pacific Gas and Electric Company Pacific Gas and I!."Electric Company' Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 Representations: Customer understands that its participation in EV Fleet Program shall not be construed as creating any agency, partnership, or other form of joint enterprise between the Customer, PG&E, or their affiliates, contractors, vendors, representatives, or designees, nor create any obligations or responsibilities on their behalf except as may be expressly granted in writing, nor make any representations of any kind to this effect. Customer represents and warrants that it is either (i) the fee title owner and has the ability to grant an easement (if required), or (ii) it is the authorized manager of the proposed EV Fleet Program site working with the fee title owner, it has the power, authority, and capacity to bind itself to undertake the EV Fleet Program terms and conditions and to perform each and every obligation required of Customer, and such fee title owner has the ability to grant an easement (if needed). Changes: PG&E may initiate changes to the EV Fleet Program as necessary to comply with CPUC directives. PG&E shall endeavor to provide Customer with advance notice of any such changes. Customer has the option to opt out of the Program subject to section "Customer Removal or Termination" below. Compliance with Laws: All parties shall comply with all applicable federal, state, and local statutes, rules, regulations, laws, orders, and decisions that relate to or govern its participation in the EV Fleet Program and/or Customer's interactions with customers in connection with the EV Fleet Program. Failure to Comply with Terms and Conditions: Without limitation, and to the greatest extent allowed by law, PG&E and Customer reserve the right to seek damages and recovery for losses incurred due to any breach of this Contract on the part of Customer or PG&E, whether intentional or unintentional. Relocations: Should Customer request relocation of EVSE or parts thereof, such relocation shall be per mutually agreeable terms and shall be at sole expense of Customer and in accordance with any EV Fleet Program requirements, laws, regulations, or other applicable jurisdictional requirements. Additionally, if applicable and requested by PG&E, Customer shall either amend the easement to include the legal description of the new location or enter into a new easement with PG&E. PG&E Termination or Suspension: PG&E may terminate, or for any duration suspend, Customer's participation in the EV Fleet Program, with or without cause, at any time, and for any reason, with reasonable advance notice. Such reasons may include but are not limited to failure to provide or maintain terms of easement, failure to abide by EV Fleet Program terms and conditions, permitting issues, exceptional installation costs, environmental concerns, or any other reason(s) not in the best interests of the EV Fleet Program or PG&E's ratepayers. Customer Removal or Termination: Should Customer request removal or termination of EVSE or parts thereof prior to expiration of the Term, then Customer shall bear the full cost and sole expense of such removal as well as all fees and costs, as circumstances may dictate, for losses incurred by PG&E on behalf of ratepayers, such as pro -rated costs of equipment, site design, and installation. Customer may, at any time within the Term, request from PG&E projected and final costs associated with such a removal request. Such costs will include all amounts paid by PG&E, divided equally over a ten- year period (e.g., if amounts total $100k and Customer leaves after 1 year it is responsible for $90k). If the Customer wishes to assign its rights and obligations of this Contract to a new Customer prior to the expiration of the Term, the new Customer may assume all rights and obligations for the remaining Term with PG&E consent. Such consent not to be unreasonably withheld. Indemnification: Customer shall indemnify, hold harmless, and defend PG&E, its affiliates, subsidiaries, parent company, officers, managers, directors, agents, and employees, from and against all claims, demands, losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are in any way connected with any: (i) injury to or death of persons, including but not limited to employees of PG&E or Customer; (ii) injury to property or other interests of PG&E, Customer, or any third party; (iii) violation of a local, state, or federal common law, statute, or regulation, including but not limited to environmental laws or regulations; or (iv) strict liability imposed by any law or regulation; so long as such injury, violation, or strict liability (as set forth in (i) - (iv) above) arises from or is in any way connected with Customer's performance of, or failure to perform, this Contract. This indemnification obligation shall not apply to the extent that such injury, loss, or damage is caused by the negligence or willful misconduct of PG&E, its officers, managers, or employees. Customer shall, on PG&E's request, defend any action, claim, or suit asserting a claim which might be covered by this indemnity, using counsel acceptable to PG&E. Customer shall pay all costs and expenses that may be incurred by PG&E in enforcing this indemnity, including reasonable attorney's fees To the extent necessary, each Party was represented by counsel in the negotiation and execution of this Contract. PG&E represents and warrants that it has indemnification language in its contract with any third party who PG&E may send to perform work on Customer's physical site. PG&E Contract version revised 11.2024 Page 7 of 11 EV Fleet Program Terms and Conditions ("Contract") Between City of San Rafael and Pacific Gas and Electric Company Pacific Gas and Electric Company' Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 agrees to work closely with Customer on any concerns that may arise related to the party who will perform work on Customer's physical site. Insurance Requirements: Customer shall procure, carry, and maintain the following insurance coverage, and Customer is also responsible for its Subcontractors maintaining sufficient limits of the appropriate insurance coverage: A. Personal Liability 1. The limit shall not be less than One Million Dollars ($1,000,000) each occurrence for bodily injury, property damage and personal injury. 2. Coverage shall: a) By "Additional Insured" endorsement add as insureds PG&E, its directors, officers, agents, and employees with respect to liability arising out of work performed by or for the Customer; b) Be endorsed to specify that the Customer insurance is primary and that any insurance or self-insurance maintained by PG&E shall not contribute with it. B. Workers' Compensation and Employers' Liability 1. Workers' Compensation insurance or self-insurance indicating compliance with any applicable labor codes, acts, laws, or statutes, state or federal, where Customer performs Work. 2. Employers' Liability insurance shall not be less than $1,000,000 for injury or death in each accident. C. Commercial General Liability 1. Coverage shall be at least as broad as the Insurance Services Office (ISO) Commercial General Liability Coverage "occurrence" form, with no coverage deletions. 2. The limit shall not be less than $1,000,000 each occurrence for bodily injury, property damage and personal injury. 3. Coverage shall: a) by "Additional Insured" endorsement add as insureds PG&E, its affiliates, subsidiaries, and parent company, and PG&E's directors, officers, agents, and employees with respect to liability arising out of or connected with the Work performed by or for the Customer. (ISO Form CG2010 or equivalent is preferred.) In the event the Commercial General Liability policy includes a "blanket endorsement by contract," the following language added to the certificate of insurance will satisfy PG&E's additional insured requirement: "PG&E, its affiliates, subsidiaries, and parent company, and PG&E's directors, officers, agents, and employees with respect to liability arising out of the work performed by or for the Customer are additional insureds under a blanket endorsement."; b) be endorsed to specify that the Customer's insurance is primary and that any insurance or self- insurance maintained by PG&E shall not contribute with it. D. Documentation Requirements 1. Customer shall have all insurance in place before beginning any Work. Upon request, Customer shall furnish PG&E with certificates of insurance, declaration pages and endorsements (collectively, "Documentation") of all required insurance Documentation shall be signed and submitted by a person authorized by that insurer to issue certificates of insurance and endorsements on its behalf. 2. The insurer shall deliver notification to PG&E in accordance with the policy provisions if any of the above - described policies are cancelled before the stated expiration date. 3. PG&E may inspect the original policies in Sections A or B or require copies at any time. Customer/Owner may redact non -essential exposure information from copies. 4. The minimum liability insurance requirements established in this Contract are not a representation by PG&E that the insurance limits are sufficient, nor do these requirements in any way limit Customers liability under this Contract. 5. Upon request, Customer shall furnish PG&E the same evidence of insurance for its Subcontractors as PG&E requires of Customer. Dispute Resolution: After attempting in good faith to resolve a dispute, a party may request mediation by written notice to the other Party The mediation shall be conducted by a mutually -agreeable mediator with appropriate experience. All negotiations and any mediation conducted pursuant to this provision are confidential and shall be treated as compromise and settlement negotiations, to which Section 1119 of the California Evidence Code shall apply, and Section 1119 is incorporated herein by reference No Partnership: This Contract shall not be construed as creating a partnership, joint venture, agency relationship, franchise, or association, nor shall this Contract render PG&E and Customer liable as partners, co -ventures, or principals. Enforceability: If any of the provisions, or application of any of the provisions, of this Contract are held to be illegal or invalid by a court of competent jurisdiction, PG&E and Customer shall negotiate an equitable adjustment in the provisions of Contract version revised 11 2024 Page 8 of 11 EV Fleet Program Terms and Conditions ("Contract") Between City of San Rafael and Pacific Gas and Electric Company Pacific Gas and i Electric Company' Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 this Contract with a view toward effectuating the purpose of this Contract. The illegality or invalidity of any of the provisions, or application of any of the provisions, of this Contract will not affect the legality or enforceability of the remaining provisions or application of any of the provisions of the Contract. Integration: This Contract, including all items incorporated herein by reference, constitutes the entire agreement and understanding between the parties as to the subject matter of the Contract. It supersedes all prior or contemporaneous agreements, commitments, representations, writings, and discussions between parties, whether oral or written, express or implied, that relate in any way to the subject matter of this Contract. This Contract has been induced by no representations, statements, or agreements other than those expressed herein. Neither party shall be bound by any prior or contemporaneous obligations, conditions, warranties, or representations with respect to the subject matter of this Contract. Survival: The provisions of this Contract, which by their nature should survive expiration, cancellation, or other termination of this Contract, including but not limited to provisions regarding warranty, indemnity, insurance, confidentiality, document retention, business ethics, and availability of information, shall survive such expiration, cancellation, or other termination. Notice: Any and all notices shall be in writing and addressed to the parties at the addresses specified below or such other addresses as either party may direct by notice given in accordance with this section and shall be delivered in one of the following manners: (i) by personal delivery, in which case notice shall be deemed to have been duly given when delivered; (ii) by certified mail, return receipt requested, with postage prepaid, in which case notice shall be deemed to have been duly given on the date indicated on the return receipt; or (iii) by reputable delivery service (including by way of example and not limitation Federal Express, UPS and DHL) which makes a record of the date and time of delivery, in which case notice shall be deemed to have been duly given on the date indicated on the delivery service's record of delivery If to PG&E: Pacific Gas and Electric Company Attn: EV Fleet Program Manager 300 Lakeside Drive Oakland, CA 94612 Email Address: EVChargeNetwork@pge.com If to Customer: City of San Rafael (Company Name) 111 Morphew Street (Street Address) _San Rafael. CA 94901 (City, Zip) Jonathan Schellin (Name) The Parties have executed this Contract on the dates indicated below, to be effective upon the later date. City of San Rafael Company Name Cristine Alilovich Signature Cristine Alilovich Print City Manager Title Jun 10, 2025 Date Pacific Gas and Electric Company PG&E Company Name Siynatu . Laura Espinoza Print Manager, EV Customer Programs 06/11 /25 PG&E Contract Signer Title Date Contract version revised 11.2024 Page 9 of 11 EV Fleet Program Terms and Conditions ("Contract") Between City of San Rafael and Pacific Gas and Electric Company Pacific Gas and Electric Company' EXHIBIT A PROJECT SCOPE 111 Morphew St, San Rafael, CA 94901 Vehicle Summary Charger (EVSE) Summary Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 Total 16.6 kW 4 2 0 0 0 6 EVSEs 196 kW 2 0 0 0 0 2 EVSEs Anticipated Load (kW) 458.4 kW 33.2 kW 0 kW 0 kW 0 kW 492 kW Please note that your project was scoped based on the make, model, and power level of your EV chargers, as described in the preliminary design. Changes to your EV charger selection may impact the charger load of your project. If you would like to change your charger selection, please consult with your Project Manager before charger purchase so they can ensure the alternative chargers will be compatible with your project's design. PG&E reserves the right to recover additional costs associated with any changes you request to your project scope. DescriptionService Main Service Size (Amps) 2500 (over -sized) Voltage and Phase 277/480V Three Phase Contract version revised 11.2024 Page 10 of 11 EV Fleet Program Terms and Conditions ("Contract') Between City of San Rafael and Pacific Gas and Electric Company I'" Pacific Gas and Electric Company' Max Load Table Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland. CA 94612 Customer must adhere to the load profile provided below. If the customer desires to increase their load or modify their hours of use, an application must be submitted to PG&E's Service Planning department. Failure to meet these guidelines may jeopardize reliable operation of the electric system. If EV charging exceeds these values and causes damage to PG&E facilities, the customer will be financially liable for the cost of repairs. 2024 2025 2026 2027 2028 Cumulative # of Vehicles Deployed: Cumulative # of Chargers Installed: Cumulative Charging Equipment Load Installed (kW): - 4x MD Vehicle 8x MD Vehicle 8x MD Vehicle lox MD Vehicles 2x 196 kW 2x 196 kW 2x 196 kW 2x ]96 kW 4x16.6kw 6x16.6kW 6x16.6kW 6x16.6kw 458 492 492 492 Hour Starting At (24 hours) kW Max Load kW Max Load kW Max Load kW Max Load kW Max Load 0:00 0 458 492 492 492 1:00 0 458 492 492 492 2:00 0 458 492 492 492 3:00 0 458 492 492 492 4:00 0 458 492 492 492 5:00 0 458 492 492 492 6:00 0 458 492 492 492 7:00 0 458 492 492 492 8:00 0 458 492 492 492 9:00 0 458 492 492 492 10:00 0 458 492 492 492 11:00 0 458 492 492 492 12.00 0 458 492 492 492 13:00 0 458 492 492 492 14:00 0 458 492 492 492 15:00 0 458 492 492 492 16:00 0 458 492 492 492 17:00 0 458 492 492 492 18:00 0 458 492 49 492 19:00 0 458 492 49 492 20:001 0 458 492 492 492 21:00 01 458 492 492 492 22:001 01 458 4921 492 492 23:00 01 4581 4921 492 492 Contract version revised 11.2024 Page 11 of 11 EV Fleet Program Terms and Conditions ("Contract") Between City of San Rafael and Pacific Gas and Electric Company Pacific Gas and Electric Company° Appendix A Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 PG&E EV FLEET PROGRAM PARTICIPANT DATA REPORTING REQUIREMENTS EV Fleet program participants are required to provide site, equipment, and utilization data for at least 5 years from the time chargers are operational. Sites are required to install chargers with Application Program Interface (API) communication capability. Below are the data and metrics that may be collected by PG&E through the API. PG&E will contact EVSPs after EVSEs are activated to initiate API testing. Upon activation, Customer must give consent to their EVSP to provide API data to PG&E and its agents and representatives. Customer agrees to receive and respond to customer surveys throughout the project lifecycle including post - installation, upon request of PG&E or an associated party. Off -road vehicles: Sites with off -road vehicles are excluded from API requirements but must install a separate meter that is dedicated for EV charging. In addition, due to the need for PG&E to report charger usage data to the CPUC, no form of generation or distributed generation (including solar and battery storage) may be installed onto this meter panel until five years after the date of project activation. Page 1 of 2 Appendix A I'" Pacific Gas and Electric Company' Table 1. Data collected from API Site Equipment Sessions Data for each charging session that occurs at the site Session Intervals 15-minute interval data for each charging session 15-minute interval data for each port each day (96 intervals/port/day) Clean Energy Transportation Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 • Pricing Structure ($/kWh, $/hour, subscription, free, flat fee, other) (for public charging stations only) • Street Address • City • State • Zip Code • EVSE Manufacturer • EVSE Model • EVSE Model number • EVSE Serial Number • EVSE ID (for public charging stations only) • Demand Max (Maximum rated kW for each EVSE) • Number of ports on associated EVSE • Gateway or non -gateway • Maximum rated kW of each port • Start date and time of session • End date and time of session • Equipment outages • Reason for outage • Date and time of when outage started • Date and time of when outage ended • Number of kWh consumed during the session • Average demand (kW) per session • Maximum demand (kW) per session • Total dollar amount charged to the driver for the charging session (for public charging stations only) • Demand charge ($/kW) (for public charging stations only) • Payment type (for public charging stations only) • Anonymous unique driver ID for each driver/user • Vehicle Make • Vehicle Model • Vehicle Year • Vehicle Type (BEV, PHEV) • Start date and time of interval • End date and time of interval • Number of kWh consumed during the session interval • Average demand (kW) per session interval • Maximum demand (kW) per session interval • Start date and time of interval • End date and time of interval • Number of kWh consumed during the interval • Average demand (kW) per interval • Maximum demand (kW) per interval Page 2 of 2 Appendix A Pacific Gas and Clean Energy Transportation Electric Company' Pacific Gas and Electric Company 300 Lakeside Drive Oakland, CA 94612 Appendix B CPUC'S SAFETY REQUIREMENTS CHECKLIST FOR CPUC-APPROVED TRANSPORTATION ELECTRIFICATION PROGRAMS Page 1 of 4 Appendix B Transportation Electrification Safety Requirements Checklist D. 1 8-01-024/D. 18-05-040 SAFETY REQUIREMENTS CHECKLIST FOR CPUC-APPROVED TRANSPORTATION ELECTRIFICATION PROGRAMS [Note: Each sponsoring utility must ensure that the following Pre -construction, Construction, and Operational standards are met and report on their compliance at quarterly Program Advisory Council meetings. These requirements are the minimum safety precautions the utilities should meet.] Terminology Defined' Acronym Definition EV Electric Vehicle UL Underwriters Laboratory EVSE Electric Vehicle Supply Equipment safely connects the AC electricity grid at a site to the EV. Sometimes used more broadly to refer to the charging equipment, not including the make- ready infrastructure or other charging infrastructure. May include multiple connectors to charge several EVs or to serve EVs with different types of connectors (e.g., SAE CCS and CHAdeMO) SAE Society of Automotive Engineers ADA Americans with Disabilities Act AHJ Authority Having Jurisdiction, as defined by Article 100 of the 2017 National Electric Code: An organization, office, or individual responsible for enforcing the requirements of a code or standard, or for approving equipment, materials, an installation, or a procedure.2 J-1772 Standard An SAE standard for electrical and physical interface to facilitate a safe connection from the EVSE for conductive charging ' See D.18-01-024 at Appendix A. 2 2017 NEC Article 100, Definitions, includes an informational note regarding AHJ: "The phrase 'authority having jurisdiction' or its acronym AHJ, is used in National Fire Protection Association (NFPA) documents in a broad manner, since jurisdictions and approval agencies vary, as do their responsibilities. Where public safety is primary, the authority having jurisdiction may be a federal, state, local, or other regional department or individual such as a fire chief; fire marshal; chief of a fire prevention bureau, labor department, or health department; building official; electrical inspector; or others having statutory authority. For insurance purposes, an insurance inspection department, rating bureau, or other insurance company representative may be the authority having jurisdiction. In many circumstances, the property owner or his or her designated agent assumes the role of the authority having jurisdiction; at government installations, the commanding officer or departmental official may be the authority having jurisdiction." Page 2 of 4 Appendix B Transportation Electrification Safety Requirements Checklist D. 1 8-01-024/D. 18-05-040 Acronym Definition Level 1 Charging Charging via AC electrical connection at 120 volts and up to 16 amps, or 1.9 kW. Level 2 Charging Charging via AC electrical connection at 208 volts or 240 volts at up to 80 amps. DC Fast Charging Charging via DC electrical connection using off -board AC/DC equipment at a fast rate. Not all EVs have this connector. HAdeMO and/or CCS Charging Connector There are three types of standard charging connectors for Direct Standards Current Fast Charging. Vehicles capable of DC fast charging will have one of these ports on the vehicle. Other nonstandard connectors include Tesla and BYD. Most public DCFC currently deployed in California includes standard CHAdeMO and/or CCS Type 1 charging connectors. Investor Owned Utility(ies) IOU(s) EVITP Training The Electric Vehicle Infrastructure Training Program provides electricians with training for the installation of EVSE. EVITP is a collaboration of industry stakeholders, including automakers, EVSE manufacturers, educational institutions, utility companies, and electric industry professionals. More information is available at hftps:Hevitp.org. Nationally Recognized Testing Lab NRTL Pre -construction: These EV charging equipment safety requirements must be specified in procurement documents: 1. Charging equipment must be certified by a Nationally Recognized Testing Lab (NRTL). 2. Infrastructure must comply with applicable safety performance requirements associated with the type of TE infrastructure being installed. • For light -duty vehicles, compliance with the Society of Automotive Engineers (SAE) J-1772 Standard for Level 1 or Level 2 charging. Compliance with CHAdeMO and CCS for DC fast charging would be appropriate evidence of compliance with this requirement. • For other types of TE infrastructure, including any non -standardized EVSE, the following basic connector safety measures will be required: • A passing EVSE safety performance evaluation report performed by a Nationally Recognized Testing Lab (NRTL); • When not connected, the vehicle inlet and the EVSE connector must be designed to prevent direct contact with any live components; • The vehicle inlet and EVSE connector shall be free of sharp edges and potentially injurious protrusions; • The coupler between the vehicle and the EVSE should avoid or mitigate any potentially hazardous conditions such as fires, electrical shock to users, or other personal injuries. 3. Infrastructure and its planned installation must comply with California Electrical Code Article 625.1 4. Infrastructure and its planned installation must comply with the Americans with Disabilities Act (ADA), 42 U S.C. § 12101 et seq., and California Building Code Chapter 11 B. 2 if applicable, per the AHJ where the EVSE will be installed, unless the appropriate waiver is obtained from local authorities 2California Electrical Code Article 625 covers Electric Vehicle Charging System safety and standards as installed in place. California Code of Regulations, Title 24, Article 625. 3 California Building Code Chapter 2 includes definition associated with electric vehicle charging stations. CBC Chapter 11 B defines requirements for 'Accessibility to Public Buildings, Public Accommodations, Commercial Buildings, and Public Housing.' Page 3 of 4 Appendix B Transportation Electrification Safety Requirements Checklist D.18-01-024/D.18-05-040 5. Outdoor -mounted EVSE must be rated to be installed for outdoor use. 6. For utility infrastructure work on the customer side of the meter, contractors must provide proof of EVITP Certification prior to construction. 7. Contractors must provide the utility proof of a full site assessment, including the appropriate load calculations to ensure existing infrastructure can accommodate additional EV load, or that appropriate infrastructure upgrades will be completed. During Construction: 1. All utility infrastructure work on the customer side of the meter not performed by employees of the IOUs shall be performed by fully licensed electricians. For commercial installations, all electrical contractors should hold a valid C-10 contractor's license. 2. Installations will be designed per Article 625 of the California Electrical Code. Operational Safety: 1. Overcurrent protection associated with utility transformers and distribution circuits that feed power to the charging stations. 2. Overcurrent protection in the meter pedestal/circuit breaker panel that feeds each of the charging stations. 3. Bollard equipment protection installed where appropriate as defined by utility design standards and AHJ requirements. 4. Concrete parking stops to protect equipment where appropriate as defined by utility design standards and AHJ requirements. Page 4 of 4 Appendix B RESOLUTION NO. 15408 RESOLUTION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND ENTER INTO CONTRACTS AND SIGN LETTERS OF COMMITMENT WITH PACIFIC GAS AND ELECTRIC COMPANY FOR THE EV FLEET ELECTRIFICATION PROGRAM FOR CITY FACILITIES; CEQA DETERMINATION: EXEMPT PURSUANT TO CEQA GUIDELINES SECTIONS 15311, 15303, AND/OR 15301. WHEREAS, the City of San Rafael is required to comply with the Advanced Clean Fleets regulations of the California Air Resources Board; and WHEREAS, the Advanced Clean Fleet regulations (Title 13, Division 3, Chapter 1, Article 3.2) require transitioning the City fleet to electric or zero emissions vehicles in phases starting in 2024 with a requirement for 50% of fleet purchases to be Zero Emission Vehicles starting in 2024, and 100% of fleet purchases to be Zero Emission Vehicles starting in 2027 with some exceptions; and WHEREAS, the City of San Rafael has applied for and been accepted into the Pacific Gas and Electric Company's EV Fleet Electrification program ("Project"); and WHEREAS, Pacific Gas and Electric Company has provided an offer to the City of San Rafael to provide technical assistance, funding, and installation for utility electrical capacity for the Public Works facility at 111 Morphew Street, San Rafael, California; and WHEREAS, Pacific Gas and Electric Company requires contracts and letters of commitment from the City of San Rafael to guarantee their funding and installation of utility upgrades that obligates the City to purchase electric vehicles and purchase and install electric vehicle chargers, as well as to abide by reporting and specification requirements; and WHEREAS, this Project is exempt from environmental review pursuant to CEQA Guidelines 15301, 15303 and/or 15311 due to the installation of the Project being an accessory to existing facilities and uses since they are being placed in existing parking lots. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Rafael hereby finds the foregoing recitals are true and correct, determines that the project is exempt under CEQA Guideline Sections 15301, 15303 and/or 15311 and authorizes the City Manager to negotiate and enter into contracts and sign letters of commitment with Pacific Gas and Electric Company for the EV Fleet Electrification program for City facilities, including Oversized Switchgear Acknowledgement. I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of the City of San Rafael, held on Monday, the 2"d day of June 2025, by the following vote, to wit: AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None ABSENT: Councilmembers: None Lindsay Lara, City Clerk 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 - Sustainability & Public Works Project Manager: Cory Bytof & Jonathan Schellin Extension: 3407 Contractor Name: Pacific Gas and Electric Company Contractor's Contact: Craig Castro Contact's Email: CKCZ@pge.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor n/a 3/21/2025 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org M CB 2 City Attorney a. Review, revise, and comment on draft agreement 5/1/2025 and return to Project Manager n/a ❑X AV b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor EK 3 Department Director Approval of final agreement form to send to Click or tap contractor to enter a Project Manager Forward three (3) originals of final agreement to date. Click here to ❑ contractor for their signature Project Manager When necessary, contractor -signed agreement enter a date. 5 ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 6/2/2025 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 6/5/2025 CB Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) City Manager / Mayor Agreement executed by City Council authorized 9 official City Clerk Attest signatures, retains original agreement and 10 forwards copies to Project Manager Att 2 - FLEET006994845 Contract For TtM plus Incentives_YesRebates_4_24_2025 Final Audit Report 2025-06-10 Created: 2025-06-06 By: Laraine Gittens (laraine.gittens@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAApcbLecT2LhoWk7mnW15size—FNNhiyu "Att 2 - FLEET006994845_Contract For TtM plus Incentives —Yes Rebates 4_24_2025" History Document created by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2025-06-06 - 4:19:06 PM GMT E'4' Document emailed to lindsay.lara@cityofsanrafael.org for approval 2025-06-06 - 4:23:07 PM GMT Email viewed by lindsay.lara@cityofsanrafael.org 2025-06-06 - 6:59:08 PM GMT 6o Signer lindsay.lara@cityofsanrafael.org entered name at signing as Lindsay Lara 2025-06-06 - 6:59:23 PM GMT d0 Document approved by Lindsay Lara (lindsay.lara@cityofsanrafael.org) Approval Date: 2025-06-06 - 6:59:25 PM GMT - Time Source: server E-. Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2025-06-06 - 6:59:27 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2025-06-10-10:53:55 PM GMT 6o Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2025-06-10-10:54:16 PM GMT bo Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2025-06-10-10:54:18 PM GMT - Time Source: server Agreement completed. 2025-06-10-10:54:18 PM GMT Q Adobe Acrobat Sign