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JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
FROM: Amanda Christofferson,Grants Administrator
Tracy Coleman,Director Central Services
DATE: May 13,2024
SUBJECT: Approval of EV Car Charging Site Host Agreement for the Olympic Peninsula Gateway
Visitors Center Site.
STATEMENT OF ISSUE:
In 2023 Jefferson County was awarded electric car charging infrastructure, installation, and maintenance for
a site at the Olympic Peninsula Gateway Visitors Center by the Washington Electric Vehicle Charging
Program (WAEVCP)grant run by Washington Department of Commerce (DOC). This site is part of a
larger application developed by Clean and Prosperous Institute to provide charging infrastructure at priority
sites including multifamily housing, public locations,tribal communities and historically underserved and
overburdened communities. This award includes three pay for use level 3, "Direct Current Fast Charging"
car charging stations. These will be installed and operated by the contractor EVCS.
ANALYSIS:
Central Services Director Tracy Coleman has met with and is working in partnership with Jefferson PUD
and other stakeholders to guide the installation. Discussions between finance and treasurer have guided the
decision making regarding where to accept the `revenue share' associated with this Agreement.
FISCAL IMPACT:
This car charging infrastructure and installation will be paid for by a state grant from the WAEVCP 2023
program. The Site Host agreement provides for a revenue share to Jefferson County of.05$/kWh purchased
by users of the charging station, revenue will be received by the General Fund. This Agreement is at no cost
to Jefferson County.
RECOMMENDATION:
Staff requests the Board approve a motion to sign the Site Host Agreement with EVCS for the Olympic
Peninsula Gateway Discovery Center electric car charging site.
REVIEWED BY:
_s /a
Mark McCauley,Onty Administrator ate
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: EV Charging Solutions, Inc. Contract No:
Contract For: °M°°KF--G—wa-11 mC— -- a°°^""—"—IfEv�rChl4"—Its Term: Fully executed - +Ten Years
COUNTY DEPARTMENT: Auditors office/Central Services
Contact Person: Amanda Christofferson/Tracy Coleman
Contact Phone: 360-385-9232/360-385-9171
Contact email: amchristofferson@co.jefferson.wa.us/tcoleman@co.jefferson.wa.us
AMOUNT: PROCESS: Exempt from Bid Process
Revenue: $.05/kwh Cooperative Purchase
Expenditure: None Competitive Sealed Bid
Matching Funds Required: None Small Works Roster
Sources(s)of Matching Funds N/A Vendor List Bid
Fund# 001 RFP or RFQ
Munis Org/Obj ND34450-344501 Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: ❑ N/A:❑■
Signature Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: ❑ N/A: ❑
Signature Date
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
P
v11v " -5 'f/2 y
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
410 rvv ed 5- ,ff12,y
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
1
From: Lorrie McKay
To: Tracy Coleman
Cc: Amanda M.Christofferson;michael manna clean orosperousinstitute.ora
Subject: Draft Site Host Agreement for the Olympic Peninsula Gateway Visitors Center(WAEVCP 2023 funded site)
Date: Monday,April 29,2024 6:07:43 PM
Attachments: imaae.ono
VI EVCS Jefferson County Site Host Aareement Olympic Peninsula Gateway Visitors Center 042924.docx
ALERT: BE CAUTIOUS This email originated outside the organization. Do not open
attachments or click on links if you are not expecting them.
Hi Tracy,
Thanks for working through the Site Host Agreement with EVCS for the Port Townsend
Community Center site. As you know, the charging equipment at the Community Center is
funded by the ZEVIP 2023 grant (Lead applicant is Energy Northwest).
As requested, attached is a draft Site Host Agreement with EVCS for the Olympic Peninsula
Gateway Visitors Center, which received WAEVCP 2023 funding for fast charging equipment.
The Lead applicant for this funding is the Clean and Prosperous Institute.
Because they are funded through different programs and different State agencies, there are a
couple differences between the Oly Pen Gateway VC site host agreement and the Community
Center site host agreement that I need to highlight for you.
1. Number of Chargers and Type
WAEVCP funding for the Olympic Peninsula Gateway Visitors Center site provides for
three DCFCs. Because it doesn't make sense to have slow L2 chargers at this remote
location, no 1-2s were applied for at this site.
So, reference to 1-2s is removed from Section 2a: Equipment, as well as from the top of
Exhibit A on page 16, and the page with sample L2 equipment specs is also removed.
2. Language Regarding Required Connector Types for Fast Chargers
Because the funding is from a different source, the language that I added, at the top of
Exhibit A on page 16,to be responsive the Commissioners' concerns about NACS
connector types is different from the Community Center SHA. Also, because the
Department of Commerce is in the middle of its process of contracting with lead
applicants for the funding, I don't have an executed contract between Clean and
Prosperous Institute and Commerce from which to pull language about required fast
charger connector types. Therefore, I have pulled language from page 12 and 13 of the
Implementation Manual of the Washington Electric Vehicle Charging
Program (WAEVCP), and have validated requirements and language from page 1 of the
WAEVCP DCFC Eligibility Resource Guide. See proposed language, shown in track-
changes, on page 16.
On page 12 of the WAEVCP Implementation Manual, it states that A DCFC must comply
with the following requirements to be eligible:
• Use the CCS1 connector standard or the NACS connector specification.
■ CHAdeMO connectors are eligible costs but not included for the
award cap calculation.
■ *Connector requirements may change to reflect any updates to
federal guidelines regarding NACS connectors. Applicants will be
notified if a change is proposed.
Page 13 of the WAEVCP Implementation Manual speaks to equipment Connector Types
• A charger-connector configuration capable of outputting 1-20kW should be
considered as L2 (which is the output band for J1772) and a charger-connector
configuration capable of outputting at least 100kW should be considered as DCFC
(100kW matches the minimum power output requirement for DCFC).
■ Connector requirements may change to reflect any updates to
federal guidelines regarding NACS connectors. Applicants will be
notified if a change is proposed.
From page 1 of the WAEVCP DCFC Eligibility Resource Guide
• DCFCs must comply with the following requirements to be eligible:
■ Use the CCS1 connector standard or the NACS connector
specification.
Please let me know what questions you have.
-Lorrie
Lorrie McKay, Principal Cyan Strategies
On Behalf of Clean and Prosperous Institute
40 cyan strategies
GREEN SOLUTIONS FOR OUR BLUE PLANET
LORRIE MCKAY 206-683-3210
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SITE HOST AGREEMENT
This Site Host Agreement (hereafter the"Agreement') is effective as of April 29,2024
(hereafter the "Effective Date") by and between EV Charging Solutions, Inc., a California
corporation with its principle at 11800 Clark Street, Arcadia, California 91006 (hereafter
"EVCS"), and Jefferson County with its principal place of business located at 1820 Jefferson
St., Port Townsend, WA 98368 (hereafter"Site Host'). EVCS and Site Host may collectively
be referred to herein as the "Parties" or individually as "Party."
RECITALS
WHEREAS, EVCS has access to public and/or private funding to install and operate Level I1
Charging and/or Direct Current Fast Charging ("DCFC") stations used for charging and/or
recharging electric vehicles (hereafter the "Equipment'); and
WHEREAS,this funding is intended to improve the availability and reliability of electric vehicle
charging systems; and
WHEREAS, Site Host wishes to allow the construction, operation, and/or maintenance of one or
more items of Equipment on its real property(hereafter"Property" and/or"Site") in the location
more specifically identified herein as the Project Site: Olympic Peninsula Gateway Visitors Center
located at 93 Beaver Valley Rd., Port Ludlow, WA. 98365, and also wishes to allow public use of
the Equipment; and
WHEREAS, the Parties wish to collaborate by utilizing their respective resources to promote the
electric transportation sector; and
WHEREAS, the Parties wish to share the revenue realized from the sale of electricity stemming
from the utilization of the Equipment on the Property as more fully described below; and
WHEREAS,the Parties desire that this Agreement shall remain in effect, subject to the terms and
conditions set forth below, for ten (10) years after the commissioning date (i.e., date when the
Equipment is placed in service on the Property);
NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, EVCS and
Site Host agree as follows:
1. Recitals
The Parties agree that the foregoing Recitals are true, correct, and accurate.
2. EVCS' General Obligations for Equipment and Services
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EVCS shall provide the following equipment and services at EVCS sole expense:
a) Purchase of the Equipment (consisting of 3 DCFC Stations), the general
specifications for which are detailed in Exhibit A together with all other mechanical,
electrical, and physical components necessary for the installation, connection, and
operation of the Equipment in accordance with this Agreement(the Parties agree that
the Equipment delivered to the Property shall be the same or similar to the equipment
detailed in Exhibit A);
b) Preparation of the Property and installation of the Equipment at the location(s)
approved, specified and identified by Site Host(the "Project Site")and performed
by qualified and licensed contractor(s) in accordance with local codes, permitting,
and inspection requirements, as detailed in Exhibit B. For the purposes of initially
creating a rebate application and reserving funding for the Project, EVCS and Site
Host may mutually agree to leave Exhibit B blank upon initial execution. Once
funding is reserved and further feasibility and recommendations are made by
EVCS' electrical contractor in accordance with Site Host's written approval, the
Parties shall further specify the approved location(s) and Site design by mutual
written agreement on Exhibit B;
c) Payment of all costs of its contractors associated with the delivery, site preparation,
installation, and setup of the Equipment at the Project Site;
d) In EVCS' sole discretion, design, installation, wiring, connection and integration
of the charging system, consumption/use meters, and related equipment into the
public power grid in a manner sufficient to allow operation of the charging
station(s)and the ongoing metering of power usage from each charging port;
e) Ongoing maintenance/repairs of the Equipment for the term of the Agreement;
f) All necessary communications, instructions, and network systems to facilitate
public use of the Equipment to charge electric vehicles;
g) Periodic reports to Site Host on the utilization of the Equipment; and
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3. Site Host General Obligations
Site Host shall undertake the following, at Site Host's sole expense:
a) Provide full, complete and unfettered access to EVCS for the placement, use, and
operation of the Equipment at the Project Site for the full term of this Agreement;
b) Provides the necessary temporary construction access for EVCS and its contractors
for preparation of the Project Site and for installation of the Equipment;
c) Provides necessary ongoing utility easements and/or access for installation,usage,
and maintenance of power lines, conduits, meters and Equipment;
d) Allow full, complete and unfettered ongoing access to the Project Site and
Equipment in order for EVCS to collect, use, and distribute data;
e) Will not knowingly allow the Equipment to be, and will take all reasonable steps to
prevent the Equipment from being opened, accessed, modified, or repaired by
anyone other than EVCS or its licensed contractors;
f) Will not sell, alienate, hypothecate, transfer, assign, encumber or otherwise pledge
the Equipment;
g) Use best efforts to prevent damage and vandalism of any type to the Equipment;
h) Will not, and will not permit or allow any third party to, open, move, modify,
reverse engineer,or disassemble the whole or any part of the Equipment or any part
thereof in any manner;
i) Will not, and will not permit or allow any third party to, uninstall the Equipment;
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j) Allow EVCS and its approved contractors full, complete and unfettered access to
the Project Site for installation, maintenance,repair,replacement and approved de-
installation of the Equipment;
k) Cause the Project Site to be maintained in a clean, safe, and orderly condition,
utilizing at least the same standard as to which other areas at the Property that are
under the Site Host's control are maintained;
1) Assign to EVCS all right, title and interest in and to all and any rebates that Site
Host may receive relating to the Equipment, and/or this Agreement; including, but
not limited to, (a)rebates or other payments based in whole or in part on the cost or
size of equipment,(b)performance-based incentives paid as periodic payments,
(c)tax credits,grants or benefits,and(d)any other attributes,commodities,revenue
streams or payments, in each of(a) through (d) under any present or future law,
standard or program and whether paid by a utility, private entity or any
governmental, regulatory or administrative authority.
m) Assign EVCS all right, title and interests in and to environmental credits (e.g.,
carbon credits) relating to the Equipment, and/or this Agreement; including, but
limited to electric vehicle charging or renewable energy credits or certificates,
carbon credits and any similar environmental or pollution allowances, credits or
reporting rights.
n) Assign EVCS all right,title and interest in and to the enrollment of the Equipment
into a demand response program and any and all economic benefit arising from
such an enrollment. If demand response program benefits credits the Site Host
utility bill, the utility bill credit will be used to offset cost of electricity described
in paragraph 4 and subchapter d(4.d.)and demand charges described in paragraph
4 and subchapter a(4.e.)and if the demand response credits are in excess of demand
charges and cost of electricity, EVCS can request Site Host for reimbursement of
such excess.The Site Host agrees to issue such a reimbursement within thirty (30)
days of request by EVCS.
o) Promptly execute the Easement Agreement upon the request of EVCS or the
applicable utility service provider. If the Site Host fails or refuses promptly to
execute and return such Easement Agreement, whether due to Site Host's
incapacity or any other cause, Site Host hereby irrevocably designates and appoints
EVCS, and its duly authorized officers and agents, as Site Host's agents and
attorneys-in-fact to execute and deliver such document and do all other lawfully
permitted acts to further the easement rights described therein with the same force
and effect as if executed by Site Host. Site Host agrees that this appointment of
EVCS as agent and holder of this limited
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power of attorney is durable and coupled with and interest. In the event that such
Easement Agreement is not executed by Site Host as described above, and if such
failure or refusal to execute such agreement blocks or precludes the completion of
installation of the Equipment on the Project Site despite EVCS' exercise or
attempted exercise of its rights as Site Host's agent and holder of Site Host's power
of attorney, Site Host agrees that, in addition to all other rights and remedies
available to EVCS hereunder, Site Host shall reimburse EVCS for all costs incurred
by EVCS in connection with the preparation of the Project Site and/or the
incomplete installation of the Equipment.
p) Shall fully cooperate and promptly communicate with EVCS during the entire time
period required by EVCS to complete the preparation of the Project Site and the
installation of the Equipment. Site Host understands and acknowledges that EVCS
will expend a significant amount of time, resources and effort to assess the Project
Site, secure funding for the installation of the Equipment, and initiate engineering
and design for the Equipment. Site Host further understands and acknowledges that
the timeframe for completion of the Equipment installation is in part dependent on
third parties, such as utility providers, rebate and permitting authorities and grant
organizations, and thus the amount of time it takes to complete installation of the
Equipment at the Project Site is often outside of EVCS' control. Thus, Site Host
agrees that its cooperation as described above is of the essence of this Agreement,
and the breach of these provisions shall be a material breach that shall cause
substantial harm to EVCS.
q) Provide EVCS with prompt notified of the sale or transfer of the Project Site,which
notice shall include current contact information of the buyer or transferee.
4. Revenue Sharing
The Parties agree that:
a) The Equipment installed by EVCS is intended to generate revenue through the
patronage of customers utilizing the Equipment placed with the Site Host.
b) EVCS shall, in its discretion, determine the price/rate at which electricity shall be sold
to consumers utilizing the Equipment.
c) EVCS will collect the proceeds generated from the sale of electricity from the
Equipment placed with the Site Host and pay Site Host$0.05(five cents)for each kWh
of electricity sold to customers utilizing the DCFC Equipment, plus 100% of the cost
of electricity utilized by the equipment; in the event the Site Host is responsible to pay
for the cost of such electricity usage. Site Host may, in Site Host's discretion, offer
certain customers free or discounted charging rates, provided,
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however, that EVCS will offset any revenue share amounts owed to Site Host by an
amount proportionate to the reduction in revenue caused by such discounts. In the event
there is a balance owed from Site Host to EVCS as a result of such discounts, Site Host
shall remit payment to settle said balance within ninety(90)days of receipt of a request
for payment from EVCS.
d) In the event Site Host incurs any utility provider assessed incremental demand charges
strictly in connection with the operation of the installed Equipment, Site Host shall
present these charges, including any support and back-up documentation that
substantiates the charges to EVCS, and EVCS shall reimburse Site Host for these
substantiated charges within ninety(90) days of receipt of a request for payment from
EVCS.
e) EVCS at its sole option will have the right to own the electricity service meter and/or
utility service account servicing the Equipment.
f) EVCS will use commercially reasonable efforts to install a separate electric meter as
allowed by the utility provider at the Property through which electrical costs shall be
tracked. In the event EVCS deems installing a separate meter is impractical or
uneconomical for any reason,the Equipment shall be connected to Site Host's existing
electrical meter. In order to allow EVCS to perform the necessary revenue sharing
calculations, and reimburse any electrical costs, Site Host will provide EVCS with a
hard copy or electronic/digital copy of Site Host's electricity bills or will allow EVCS
to view the bills electronically on an on-going basis. In the event EVCS is unable to
obtain copies of the electricity bills, or copies are not provided by the Site Host, then
EVCS, in its sole discretion, may either(i)withhold payment until the electricity bills
are provided, or (ii) calculate the amount of reimbursement for electricity using
information available to EVCS from the administrative panel (i.e., which indicates the
amount of electricity that was dispensed by the charger(s)) and then assign, in its sole
discretion, a per kWh value that will be multiplied by the amount of electricity
dispensed by the charger(s). If EVCS chooses the above second option, then (a) once
such calculation is made EVCS shall issue reimbursement for electricity based thereon,
and (b) if the Site Host thereafter provides copies of appropriate electricity bills to
EVCS, then EVCS will true up the calculation and issue payment for any resulting
shortfall for the prior 12 months of activity from the date of electricity bills being
submitted to EVCS.
g) EVCS will have forty-five(45)days after the end of each calendar quarter,to remit the
appropriate revenue share payment to Site Host.The billing cycle will begin on the first
day of the quarter and end on the last day of that same calendar quarter. EVCS shall
provide Site Host with a quarterly accounting statement within forty-five (45) days
following the end of the previous quarter indicating the total amount of revenue
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generated,including any offsets or reductions to revenue,and the resulting net revenue
share amount owed to Site Host.
h) Notwithstanding anything to the contrary in this Section 4, if the total quarterly amount
owed to Site Host is less than one hundred dollars ($100), then EVCS may, in its sole
discretion, choose to withhold payment payout to the Site Host until at least one
hundred dollars ($100) is due to Site Host.
i) See Exhibit C for Site Host ACH payment information. If such information is provided,
EVCS shall make all required payments via ACH direct deposit, until further notice
from Site Host.
5. Term of Agreement:
The term hereof shall begin upon the Effective Date. The date the Equipment becomes
operational will hereafter be referred to as the "Commencement Date." The term hereof
shall expire (unless renewed or extended) ten (10) years from the Commencement Date
(hereafter the "Termination Date"), unless sooner terminated in accordance with the
provisions hereof.
a) Optional Ten (10)Year Extension Option
At least ninety(90)days but no earlier than one hundred&eighty(180) days prior
to the expiration of the initial Term, EVCS reserves the right to provide written
notice of Ten-Year Extension to Site Host.In the event of said Ten-Year Extension,
EVCS reserves the right to replace the Equipment at the Project Site with
Equipment that is comparable or better to Equipment that was previously installed.
If EVCS notifies the Site Host of such intent EVCS will then replace the Equipment
no later than one hundred & twenty (120) days after the Termination Date. The
terms of this Agreement will remain in effect during that 120-day period after the
Termination Date. Site Host will take all reasonable steps to allow EVCS to remove
the pre-existing Equipment and replace the pre-existing Equipment with new
Equipment. EVCS shall bear the cost to remove and replace the pre-existing
Equipment. The removed pre-existing Equipment will then become the exclusive
property of EVCS. If EVCS elects to replace the Equipment, this will cause the
termination date of the Agreement to extend for an additional ten (10) year term
from the expiration of the initial Term If the existing Equipment is replaced with
new Equipment during or at the conclusion of the original Term, site host grants all
interest to EVCS of any rebate(s) and/or environmental credits associated with the
equipment replacement.
b) Automatic One(1)Year Renewal Clause
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Provided EVCS (or the Parties)have not exercised the Ten(10)Year Extension
Option, this agreement will automatically renew at the end of each Term for a
further term of one (1) year unless either party gives the other written notice of
termination at least thirty(30)days but no earlier than ninety (90)days prior to
the end of the relevant term.
c) Early Termination Clause
This Agreement may be terminated upon 30 (thirty) days' written notice to either
party without penalty or fee in the following instances:
In the case of EVCS, at any time and for any reason prior to the submission of the
permit application for construction of the Equipment,at the Project Site,or thereafter
at any time in the event that EVCS determines that the construction or continued
operation of the Equipment is impracticable or uneconomical.
In the case of Site Host,in the event the Commencement Date has not occurred within
eighteen (18) months from issuance of the approved utility plan, and required utility
easement, if applicable, provided that Site Host's rights to terminate under this
section shall terminate upon the Commencement Date.
6. Ownership of Equipment and Content
EVCS shall retain title to and ownership of the Equipment. All the information, content,
services and software displayed on, transmitted through, stored within, or otherwise used
in connection with the use and operation of the Equipment, including, but not limited to
data,text,photographs, images, illustrations,video,html,source and object code,software,
internet account access, advertising, and the like (collectively, the "Content") is owned
exclusively by EVCS. Once this Agreement is terminated EVCS shall remove equipment
at no cost to the Site Host.
7. Installation Activities
EVCS shall, at its sole cost and expense, be responsible for all installation activities
(hereafter"Installation Activities")required to support the operation of the Equipment, and
services therewith, including the hiring and coordination of all vendors and contractors;the
installation of electrical equipment, utility lines, hardware, and software; site preparation,
trenching, repaving, and landscaping.
8. Limitations on Use of Project Site
The Project Site and related parking spaces made available to the Project Site may be used
for providing publicly-accessible electric vehicle charging. Site Host shall provide EVCS,
its employees and contractors with reasonable access to the parking spaces and Equipment
and shall otherwise provide to EVCS the same amenities and services Site Host provides
to other users of Site Host's parking facilities.
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9. Utility Charges
EVCS shall be responsible for all electricity costs associated with both the operation of the
Equipment and the charging of electric vehicles from the Equipment. Site Host shall
cooperate with EVCS efforts regarding provision of electricity to the Equipment. Neither
Site Host nor EVCS has any responsibility or liability for interruption,curtailment, failure,
or defect in the supply of utilities furnished to the Equipment.
10. Allocation of Environmental Benefits
Site Host assigns to EVCS any renewable energy credits, allowances, or other indicators
of environmental benefit attributable to the presence of the Equipment for the entirety of
the time the originally installed Equipment is installed at the site but for a minimum of ten
(10) years. If this Agreement extends under paragraph 5 and subchapter a(5.a.) or renews
under paragraph 5 and subchapter b (5.b.), then paragraph 10 shall continue to remain in
effect through the updated termination date.
11. Signage
EVCS shall have the right to place project-related signage to denote the location of the
Equipment and the services available and may place other signage or advertising at the
Property as EVCS reasonably determines to be practicable or appropriate.
12. Publicity
During the term of this Agreement, neither party will use the other party's name, logos,
trademarks or service marks in any manner without the other party's prior written approval,
which will not be unreasonably withheld or delayed.
13. Media Content
It is agreed that EVCS shall have sole control over the solicitation, contracting, and
distribution of any and all media content relating to the Equipment, including but not
limited to, any media content data transmitted to or from the Equipment and displayed
using the Equipment. EVCS will use commercially reasonable efforts to avoid distributing
media content that actually and directly conflicts with Site Host's media and advertising.
14. Indemnification
a) EVCS shall defend, indemnify and hold the County, its officers, officials, employees,
agents and volunteers (and their marital communities) harmless from any claims,
injuries, damages, losses or suits, including attorney's fees, arising out of or resulting
from the acts, errors or omissions of EVCS in performance of this Agreement, except
for injuries and damages caused by the sole negligence of the County. Should a court
of competent jurisdiction determine this Agreement is subject to RCW 4.24.115 if
liability for damages occurs arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of EVCS and the
County, its officers, officials, employees, agents and volunteers (and their marital
communities)EVCS's liability, including the duty and cost to defend, shall be only for
the EVCS's negligence. It is further specifically understood that the indemnification
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provided constitutes the EVCS's waiver of immunity under Industrial Insurance, Title
51 RCW,solely for the purposes of this indemnification.This waiver has been mutually
negotiated by the parties. This section shall survive the expiration or termination of
this Agreement.
b) Site Host agrees to indemnify EVCS, its officers, board, employees, and agents, and
hold all of same harmless from and against any and all liability and expense of any
kind, including reasonable attorneys' fees, arising from injuries or damages to persons
or property resulting in any way from any act or negligence or willful misconduct of
Site Host, its contractors, agents or employees. It is a condition of this indemnification
provision that Site Host shall receive prompt notice from EVCS of any claim against
EVCS.
15. Insurance
1. Prior to commencing work, EVCS shall obtain at its own cost and expense the following
insurance coverage specified below and shall keep such coverage in force during the terms
of the Agreement.
a. Commercial Automobile Liability Insurance providing bodily injury and property
damage liability coverage for all owned and non-owned vehicles assigned to or used
in the performance of the work for a combined single limit of not less than $500,000
each occurrence with the County named as an additional insured in connection with
EVCS's performance of this Agreement. This insurance shall indicate on the
certificate of insurance the following coverage: (a) Owned automobiles; (b) Hired
automobiles; and, (3)Non-owned automobiles.
b. Commercial General Liability Insurance in an amount not less than a single limit of
one million dollars ($1,000,000) per occurrence and an aggregate of not less than
two (2)times the occurrence amount ($2,000,000.00 minimum) for bodily injury,
including death and property damage, unless a greater amount is specified in the
contract specifications. The insurance coverage shall contain no limitations on the
scope of the protection provided and include the following minimum coverage:
i. Broad Form Property Damage, with no employee exclusion;
ii. Personal Injury Liability, including extended bodily injury;
iii. Broad Form Contractual/Commercial Liability—including coverage for
products and completed operations;
iv. Premises—Operations Liability (M&C);
v. Independent Consultants and subcontractors;
vi. Blanket Contractual Liability.
c. The County shall be named as an "additional named insured"under all insurance
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policies required by this Agreement, except Professional Liability Insurance when
not allowed by the insurer.
d. Such insurance coverage shall be evidenced by one of the following methods: (a)
Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of
Credit from a qualified financial institution.
e. EVCS shall furnish the County with properly executed certificates of insurance that,
at a minimum, shall include: (a) The limits of overage; (b) The project name to
which it applies; (c) The certificate holder as Jefferson County, Washington and
their elected officials, officers, and employees; and, (d)A statement that the
insurance policy shall not be canceled or allowed to expire except on thirty (30)
days prior written notice to the County. If the proof of insurance or certificate
indicating the County are "additional insureds"to a policy obtained by the EVCS
refers to an endorsement (by number or name) but does not provide the full text of
that endorsement,then it shall be the obligation of EVCS to obtain the full text of
that endorsement and forward that full text to the County. Certificates of coverage
as required by this section shall be delivered to the County within fifteen (15) days
of execution of this Agreement.
f. Failure of EVCS to take out or maintain any required insurance shall not relieve
EVCS from any liability under the Agreement, nor shall the insurance requirements
be construed to conflict with or otherwise limit the obligations concerning
indemnification of the County.
g. EVCS's insurers shall have no right of recovery or subrogation against the County
(including its employees and other agents and agencies), it being the intention of the
parties that the insurance policies, with the exception of Professional Liability
Insurance, so affected shall protect both parties and be primary coverage for all
losses covered by the above described insurance.
h. Insurance companies issuing the policy or policies shall have no recourse against the
County (including its employees and other agents and agencies) for payment of any
premiums or for assessments under any form of policy.
i. All deductibles in the above described insurance policies shall be assumed by and be
at the sole risk of EVCS.
j. Any deductibles or self-insured retention shall be declared to and approved by the
County prior to the approval of this Agreement by the County. At the option of the
County, the insurer shall reduce or eliminate deductibles or self-insured retention, or
EVCS shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
k. Insurance companies issuing EVCS's insurance policy or policies shall have no
recourse against the County(including its employees and other agents and agencies)
for payment of any premiums or for assessments under any form of insurance policy.
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1. Any judgments for which the County may be liable, in excess of insured amounts
required by this Agreement, or any portion thereof, may be withheld from payment
due, or to become due,to EVCS until EVCS shall furnish additional security
covering such judgment as may be determined by the County.
in. Any coverage for third party liability claims provided to the County by a"Risk
Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to
any policy of insurance EVCS must provide in order to comply with this Agreement.
n. The County may, upon EVCS's failure to comply with all provisions of this
Agreement relating to insurance, withhold payment or compensation that would
otherwise be due to EVCS.
o. EVCS's liability insurance provisions shall be primary and noncontributory with
respect to any insurance or self-insurance programs covering the County, its elected
and appointed officers, officials, employees, and agents.
p. Any failure to comply with reporting provisions of the insurance policies shall not
affect coverage provided to the County, its officers, officials, employees, or agents.
q. EVCS's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
r. EVCS shall include all subcontractors as insured under its insurance policies or shall
furnish separate certificates and endorsements for each subcontractor. All insurance
provisions for subcontractors shall be subject to all the requirements stated herein.
s. The insurance limits mandated for any insurance coverage required by this
Agreement are not intended to be an indication of exposure nor are they limitations
on indemnification.
t. EVCS shall maintain all required insurance policies in force from the time services
commence until services are completed. Certificates, insurance policies, and
endorsements expiring before completion of services shall be promptly replaced.
All the insurance policies required by this Agreement shall provide that thirty(30)
days prior to cancellation, suspension, reduction or material change in the policy,
notice of same shall be given to the County.
u. EVCS shall place insurance with insurers licensed to do business in the State of
Washington and having A.M. Best Company ratings of no less than A-, with the
exception that excess and umbrella coverage used to meet the requirements for limits
of liability or gaps in coverage need not be placed with insurers or re-insurers
licensed in the State of Washington.
v. The County reserve the right to request additional insurance on an individual basis for
extra hazardous contracts and specific service agreements.
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16. Breach and Opportunity to Cure
If either party breaches this Agreement and fails to cure such breach within thirty(30)days
after receipt of written notice of that breach, then the non-breaching party may terminate
this Agreement effective as of the end of such thirty (30) day period. Additionally, either
party may terminate this Agreement immediately if the other party(i)ceases to do business
in the ordinary course; or(ii)either voluntarily or involuntarily files a bankruptcy petition
which is not vacated within thirty(30) days of filing. No such termination will be deemed
a waiver of any claim for damages by the non-terminating party.
If the Site Host breaches or wrongfully terminates the Agreement prior to the Termination
Date, Site Host will be required to reimburse EVCS for all costs incurred relating to the
installation of the Equipment within thirty (30) days of receipt of an invoice from EVCS.
The Site Host will also be required to reimburse EVCS for the total amount of any rebates
EVCS would have received relating to the Equipment, and/or this Agreement had the
Agreement not been breached or wrongfully terminated.
17. Limitation of Liability
NO WARRANTY, CONDITION OR REPRESENTATION, EXPRESSED,
IMPLIED, ORAL OR STATUTORY, IS PROVIDED TO THE SITE HOST OR
ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY, CONDITION OR REPRESENTATION: (A) OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING,
USAGE, OR TRADE PRACTICE; (B) THAT THE EQUIPMENT WILL BE FREE
FROM INFRINGEMENT OR VIOLATION OF ANY RIGHTS, INCLUDING
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; OR (C) THAT
THE OPERATION OF ANY SOFTWARE OR HARDWARE SUPPLIED WILL BE
UNINTERRUPTED OR ERROR FREE. THIS DISCLAIMER AND EXCLUSION
SHALL APPLY EVEN IF THE EXPRESS WARRANTY HEREIN FAILS OF ITS
ESSENTIAL PURPOSE. THE SITE HOST'S SOLE AND EXCLUSIVE
REMEDIES HEREUNDER AND THE ONLY LIABILITY OF SITE HOST IS
EXPRESSLY LIMITED TO THE TERMS OF THE AGREEMENT. EVCS SHALL
NOT BE LIABLE TO THE SITE HOST, OR ANY THIRD PARTY, FOR ANY
OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR
INDIRECT COSTS OR DAMAGES, INCLUDING WITHOUT LIMITATION,
LITIGATION COSTS,LOSS OF DATA,LOSS OF PRODUCTION,AND/OR LOSS
OF PROFIT ARISING FROM ANY CAUSE WHATSOEVER, REGARDLESS OF
THE FORM OF THE ACTION,WHETHER IN CONTRACT,TORT(INCLUDING
NEGLIGENCE),STRICT LIABILITY,OR OTHERWISE,EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH COSTS OR DAMAGES.
FOR PURPOSES OF THIS PROVISION, EVCS INCLUDES EVCS' DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES,
CONTRACTORS, SUBCONTRACTORS, AND SUPPLIERS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY
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CLAIMS FOR DAMAGES BY EITHER PARTY ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ACTUAL
RECOVERIES UNDER SUCH PARTY'S INSURANCE POLICIES.
18. Disputes
The Parties agree to use their best efforts to prevent and resolve disputes before they
escalate into claims or legal actions. Any disputed issue not resolved pursuant to the terms
of this Agreement shall be submitted in writing within 10 days to the County representative
listed in Section 18., whose joint decision in the matter shall be final, but shall be subject to
judicial review. If either party deems it necessary to institute legal action or proceeding to
enforce any right or obligation under this Agreement, each party in such action shall bear
the cost of its own attorney's fees and court costs. Any legal action shall be initiated in the
Superior Court of the State of Washington for Jefferson County. The Parties agree that all
questions shall be resolved by application of Washington law and that the parties have the
right of appeal from such decisions of the respective Superior Courts in accordance with
the laws of the State of Washington. EVCS hereby consents to the personal jurisdiction of
the Superior Court of the State of Washington for Jefferson County.
19. Public Records Act
Notwithstanding any provisions of this Agreement to the contrary, to the extent any record,
including any electronic, audio, paper or other media, is required to be kept or indexed as a
public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW
(as may be amended), EVCS agrees to maintain all records constituting public records and
to produce or assist the County in producing such records, within the time frames and
parameters set forth in state law. EVCS further agrees that upon receipt of any written
public record request, EVCS shall, within two business days, notify the County by
providing a copy of the request per the notice provisions of this Agreement.
20. Notices
All notices and other communications provided hereunder must be in writing and will be
deemed given: (i) on the date of hand-delivery; (ii) on the date when sent by facsimile
(with confirmation of transmission);(iii)on the date when sent by email,with confirmation
of receipt; (iv)the day after sending by a nationally recognized overnight delivery service
(with confirmation of transmission); or (v) 3 days after sending by certified mail (return
receipt requested).
For purposes of this Agreement, addresses for notification, unless changed from time to
time in writing, shall be:
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FOR EVCS:
EV Charging Solutions,Inc.
Attn: Thais Grossi,
Chief Operating Officer Salesperson: Lorrie McKay
11800 Clark Street
Arcadia, California 91006
Rebate Program: WAEVCP 2023
thaisg@evcs.com
323.400.EVCS (3827)
SITE HOST: SECONDARY/EMERGENCY CONTACT:
Company: Jefferson County Company: Jefferson County
Attn: Tracy Coleman Attn: Amanda Christofferson
Title:Central Services Director Title:Grant Administrator
Add. 2: Add. 2:
Email: TColeman@co.jefferson.wa.us Email: amchristofferson@cojefferson.wa.us
Phone: 360-385-9171 Phone: 360-385-9232
21. Successors and Assigns
The covenants, conditions and agreements contained herein shall bind and inure to the
benefit of EVCS and Site Host and their respective successors and assigns. EVCS may
freely and in its sole discretion assign this Agreement to a third party upon written notice to
Site Host. Site Host may not assign this Agreement to any third party without prior written
consent of EVCS.
22. Entire Agreement
This Agreement contains all the agreements between the parties hereto and may not be
modified in any manner other than by agreement in writing signed by both the parties hereto
and their successors in interest.
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IN WITNESS WHEREOF, this Agreement is executed by both parties,to become effective on
the date last executed.
EVCS
By:
Printed Name:
Title:
Date:
SITE HOST
Jefferson County, Board of Commissioners
By:
Kate Dean, Chair Date
SEAL:
ATTEST:
Carolyn Gallaway,CIVIC Date
Clerk of the Board
Approved as to form only:
�aa 05/08/2024 for
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
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EXHIBIT A -Electric Vehicle Charging Station Equipment Specifications
• 150 M DC Fast Charger(3)—Noodoe 150P DCFC or equal. Each fast charger will have
two ports DC Fast Chargers must use the CCSI connector standard or the NACS connector
specification Connector requirements may change to reflect any updates to federal
guidelines regarding NACS connectors Applicants will be notified if a change is proposed.
CHAdeMO connectors are eligible but are not included for the award cap calculation.
noodos'-v
Width Depth
800 Mm 6W mm
;agar
Heigh
1900 mm
SPECIFICATIONS
Cloud service Noodoe EV GS
Maximum output power 150 kW
output poV- CCS2:200 A @150-500 Vdc or 157 A @ 950 Vdc
CHAdeMO:120 A @150-500 Vdc
Vehicle connector CCS2,CHAdeMO
Charging cable length 4 m
Input power 3-phase,5-wire,380-415 Vac,276 A maximum
GroutdM system TN,TT,IT
Efficiency >94%
Power factor >0.99
Dray 7 inch LCO
Cornmunicatiiort protocol OCPP 1.6 JSON
Vehicle commtudcation interface IS015118
Network connectivity Ethemet,WrF%4G Noodoe EV OS
RFID RRD ISO/IEC 14443 A/B 0
Ingress protecdon(IP) I1555
impact protection IK10
Electrical protection Over voltage protection,over current protection, ❑■ r
over power protectkn,over temperature protection,
under voltage protection,surge protectiendevice, t�15F N Cap.
�1¢13
insulation monitoring device,short circuit protection Srnchwp Road,
Nagang Dist—
Operating -30ICto+50'C Taipei City11501,
Dimensions 800(1N)x 1900(H)x 650(D)mm TMP V
+M 27722 0677
Weight 450 kg in%@nooaoa.aom
Certifications CE,RED noodaa.00rn
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EXHIBIT B—Project Site Info
Project Site: Olympic Peninsula Gateway Visitors Center located at 93 Beaver Valley Rd., Port
Ludlow, WA. 98365.
Utility/Electric Provider:Jefferson County Public Utility District
Electric Provider Acct. #: Not provided
Total Estimated Parking Spaces: 6/Estimated Number of ADA Spaces: 0
Other:
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EXHIBIT C—Site Host Banking Information (for ACH Payment
Purposes)
Name on Account: Jefferson County
Name of Bank: 1" Security Bank
Bank Account Number: 105000007733
Bank Routing Number: 325-182-289
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