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HomeMy WebLinkAbout2019-906-E AMS - Envision Solar electric vehicle chargerRevised 11/19 1 [Departmental Use Only] TITLE Solar Electric Vehicle Charging Station FY 20 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 9th day of December, 2019, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Envision Solar International, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Manufacture, delivery, and set-up of a solar-powered electric vehicle charger with battery backup, per attached quote titled "Orange County, North Carolina Proposal for one (1) EV ARC station". ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance DocuSign Envelope ID: 0E80F166-E23E-463F-BEEB-F9044410C416 Revised 11/19 2 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Manufacture, delivery, and set-up of a solar- powered electric vehicle charger with battery backup, per attached quote titled "Orange County, North Carolina Proposal for one (1) EV ARC station". 4. Duration of Services a. Term. The term of this Agreement shall be from December 9, 2019 to February 28, 2020. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. DocuSign Envelope ID: 0E80F166-E23E-463F-BEEB-F9044410C416 Revised 11/19 3 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be December 9, 2019. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Eighty-thousand, eight-hundred seventy-six Dollars ($80,876). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Brennan Bouma) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark DocuSign Envelope ID: 0E80F166-E23E-463F-BEEB-F9044410C416 Revised 11/19 4 N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days ’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. DocuSign Envelope ID: 0E80F166-E23E-463F-BEEB-F9044410C416 Revised 11/19 5 e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. DocuSign Envelope ID: 0E80F166-E23E-463F-BEEB-F9044410C416 Revised 11/19 6 f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Brennan Bouma, Asset Management Servies Kathy McDermott P.O. Box 8181 Chief Financial Officer Hillsborough, NC 27278 Envision Solar International, Inc. [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 0E80F166-E23E-463F-BEEB-F9044410C416 Revised 11/19 7 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, Orange County Manager By: __________________________________ Kathy McDermott, Chief Financial Officer, Envision Solar International, Inc. Printed Name and Title DocuSign Envelope ID: 0E80F166-E23E-463F-BEEB-F9044410C416 December 11, 2019 Envision Solar International, Inc. Toll Free: 866.746.0514 Fax: 858.799.4592 Orange County, North Carolina Proposal for one (1) EV ARC™ station (Electric Vehicle Autonomous Renewable Charger) __________________________________________________________________________________________________________________ Product Description The patented EV ARC™ is the world’s first and only fully autonomous, transportable, solar powered electric vehicle charging station. Designed, engineered and manufactured in the US, the EV ARC™ measures 7.5' X 18' at the base pad and fits inside a standard parking space without reducing available parking while simultaneously being ADA compliant. Orange County’s EV ARC™ unit will be capable of generating and storing enough clean, solar electricity to charge up to 225 miles of electric driving in a single day on each unit. Thanks to its battery storage, it can charge electric vehicles day or night, or even during periods of cloudiness, and is also an excellent source of emergency/alternative energy. The electricity produced is clean and renewable, reducing 100% of greenhouse gas emissions from ICE vehicles and electric vehicles powered from the grid. The EV ARC™ is deployed in minutes and does not require a building permit in most jurisdictions. It does not require civil or electrical engineering, foundations, trenching, electrical connections or upgrades. It will produce energy reliably and consistently but will not generate a utility bill. It’s the fastest, simplest and most scalable EV charging solution on the market. Your EV ARC™ is an American made product and will be fabricated in our San Diego, California facility. BUYER: Deliver 1 EV ARC™ unit to: Orange County Public Transportation 600 NC Hwy 86 North Hillsborough, NC 27278 Bill To: Orange County Asset Management Services P.O. Box 8181 Hillsborough, NC 27278 Attn: Brennan Bouma Sustainability Program Coordinator bbouma@orangecountync.gov (919) 245-2626 SELLER: Envision Solar International, Inc. 5660 Eastgate Drive San Diego, CA 92121 Attn: Brian Gillespie (858) 437-9244 brian.gillespie@envisionsolar.com DocuSign Envelope ID: 0E80F166-E23E-463F-BEEB-F9044410C416 December 11, 2019 Envision Solar International, Inc. Toll Free: 866.746.0514 Fax: 858.799.4592 Orange County’s EV ARC™ Components: x Twelve (12) 360w PV modules or equivalent x Structural Steel canopy, column, and ballasted pad x Exclusive and Patented EnvisionTrak™ Sun Tracking System x Truss Integrated LED Lights x Shore Power Connection capability x Transformer ARC™ Upgrade x Three (3) Envision Charge J-1772 EV Charging Plugs (fixed rate of 1.4 kW per plug) x 40 kWh Battery Storage and Regulation System (About 100 miles of electric driving when batteries are full) x Bumper Stops (set of 3) Pricing: Description Quantity Unit Price Cost EV ARC™ 1 $57,500.00 $57,500.00 Transformer ARC™ Upgrade 1 $1,900.00 $1,900.00 Envision Charge J 1772 plugs (non – networked, 1.4 kW fixed rate) 3 $1,789.00 $5,367.00 40 kWh Battery Storage Upgrade 1 $10,022.00 $10,022.00 Bumper Stops (Set of 3) 1 $365.00 $365.00 Remote Monitoring & Management System for 12 months (RMMS) - 4G wireless, EnvisionTrak™ tracking technology, Optics monitoring 1 N/C N/C Warranty 1 N/C N/C Total Equipment Price $75,154.00 Shipping and Handling with EVSI Un-Stow (ExWorks San Diego CA) (This includes sending personnel to offload w/ forklift, un-stow and make operational as well as the return of the stow support equipment back to San Diego.) 1 Bulk Shipping Quote – CFAT $5,722.00 Sales Tax (7.5% in Hillsborough, NC) $6,065.70 Total Price $86,941.70 Above Quote Valid Through December 31, 2019 Payment Terms: 50% Due Upon Execution of Purchase Order, 50% Due Upon Delivery of EV ARC™ DocuSign Envelope ID: 0E80F166-E23E-463F-BEEB-F9044410C416 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. 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COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.  &DYLJQDF $VVRFLDWHV  % 6WUHHW 6XLWH  6DQ 'LHJR &$  &HUWLILFDWH 'HSDUWPHQW  FHUWLILFDWHV#FDYLJQDFFRP 7UDYHOHUV 3URSHUW\ &DVXDOW\ &RPSDQ\ RI $PHULFD  (19,62/7UDYHOHUV ,QGHPQLW\ &R RI &RQQ (QYLVLRQ 6RODU ,QWHUQDWLRQDO ,QF  (DVWJDWH 'U 6DQ 'LHJR &$  $GPLUDO ,QVXUDQFH &RPSDQ\  $; ;    ; =/30  % ; ;; %$. $;;  &83. ;   $<8%.;    &3URIHVVLRQDO /LDELOLW\(2(D &ODLP$JJUHJ  5H 2UDQJH &RXQW\ 1& :DLYHU RI VXEURJDWLRQ DSSOLHV WR :RUNHUV &RPSHQVDWLRQ SHU SROLF\ IRUP ([FHVV8PEUHOOD SROLF\ IROORZV IRUP RYHU XQGHUO\LQJ SROLFLHV *HQHUDO /LDELOLW\ $XWR /LDELOLW\ (PSOR\HUV /LDELOLW\ DGGLWLRQDO LQVXUHG DQG ZDLYHU RI VXEURJDWLRQ DSSO\  3URIHVVLRQDO /LDELOLW\  &ODLPV PDGH IRUP GHIHQVH FRVWV LQFOXGHG ZLWKLQ OLPLW 2UDQJH &RXQW\ 32 %R[  +LOOVERURXJK 1&  DocuSign Envelope ID: 0E80F166-E23E-463F-BEEB-F9044410C416 DocuSign Envelope ID:OE8OF166-E23E-463F-BEEB-F904441OC416 ��Q�Ytea« SAW WORKERS COMPENSATION lL AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 03 76 ( A) - 001 POLICY NUMBER: UB6K989215 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT — CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. INCLUDING: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium Insurance Company Countersigned by ST ASSIGN: Page 1 of 1