HomeMy WebLinkAboutElectric Vehicle Support Agmt/CRC/Duke - Plug-IN Electric Vehicle Charging StationELECTRIC VEHICLE SUPPORT EQUIPMENT AGREEMENT
Project Plug IN — Commercial
Customer Account No.:
THIS ELECTRIC VEHICLE SUPPORT EQUIPMENT AGREEMENT (the "Agreement") is
entered into as of this 3n day of Acct 1 , 2011, between DUKE ENERGY INDIANA, INC. ("Duke
Energy ") and THE CITY OF CARMELT REDEVELOPMENT COMMISSION ("Customer "). Duke
Energy and Customer may be referred to individually as a "Party" and collectively as the "Parties ".
RECITALS
WHEREAS, Customer is the equitable owner of that certain parking structure which has an address
of 881 3rd Avenue SW, Cannel, Indiana 46032 (the "Property ");
WHEREAS, Customer desires to have Duke Energy install electric vehicle supply equipment
( "EVSE ") and associated wires, cables and equipment (collectively, the "Equipment ") at the Property; and
WHEREAS, Duke Energy is willing to install the Equipment at the Property in accordance with the
terms of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein and intending to be
legally bound hereby, the Parties hereto agree as follows:
1. DUKE ENERGY'S OBLIGATIONS.
a. Upon execution of this Agreement, Duke Energy shall perform an installation
assessment (the "Assessment ") to determine the work required to install the Equipment (the "installation
Work ") and the cost for such Installation Work (the "installation Cost "). Following completion of the
Assessment, Duke Energy shall provide a work authorization form ("Work Authorization Form ") to
Customer which shall set forth (i) a description of the Installation Work, (ii) the Installation Cost, (iii) the
portion of the Installation Cost to be paid by Duke Energy and (iv) the portion of the Installation Cost to
be paid by Customer prior to commencement of and following completion of the Installation Work.
Upon receipt of the Work Authorization Form signed by Customer, Duke Energy shall install the
Equipment at the Property as described in the Work Authorization Form. Duke Energy shall be responsible
for the portion of the Installation Cost set forth in the Work Authorization Form.
b. During the Term (as defined in Section 3 below) of this Agreement, Duke Energy
shall maintain and repair the Equipment at Duke Energy's expense, subject to Section 2.b below. Duke
Energy shall repair the Equipment promptly following notification from Customer to the designated
EVSE repair number provided by Duke Energy. Duke Energy shall have the right to repair, modify or
replace the Equipment at any time during the Term of this Agreement. Duke Energy shall schedule access
for installation, maintenance and repairs during a mutually agreeable time.
2. CUSTOMER'S OBLIGATIONS.
a. Following receipt of the Work Authorization Fonn as described above, if
Customer decides not to proceed with the installation of the Equipment, Customer shall notify Duke
Energy and this Agreement shall terminate. If Customer decides to proceed with the installation of the
Equipment, Customer shall sign the Work Authorization Form and return it to Duke Energy within thirty
(30) days. Customer shall be responsible for the portion of the Installation Cost set forth in the Work
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Authorization Form and shall pay such cost promptly in accordance with Customer's payment procedures
and state law following receipt of an invoice. Customer acknowledges and agrees that the Installation
Work shall be performed by a third -party contractor identified in writing by Duke Energy and that the
Installation Cost shall be paid directly to such contractor. Such third -party contractor shall be licensed
and bonded and shall be required to comply with applicable laws, codes and regulations.
b. Customer shall grant to Duke Energy such access to the Property as may be
reasonably necessary or desirable by Duke Energy for the Assessment, the Installation Work and the
maintenance, repair and/or replacement of all or any portion(s) of the Equipment throughout the Term of
this Agreement. In the event the Equipment fails to operate or otherwise requires repairs, Customer shall
notify Duke Energy promptly after Customer's actual knowledge of such failure or need for repairs by
calling the designated EVSE repair number provided by Duke Energy. Customer shall not disable,
modify or tamper with the Equipment in any way except to the extent required by an emergency
situation. If Customer violates the preceding sentence and damages the Equipment, Duke Energy shall
repair or replace the Equipment at Customer's expense.
c. During the Tenn of this Agreement, Customer shall permit Duke Energy to
access and gather data and information from the Equipment with respect to vehicle charging activity,
vehicle usage and technical performance of the vehicle and Equipment, and Duke Energy shall provide to
Customer monthly reports of such data and information; provided that Duke Energy shall own all rights
in such data and information. Customer acknowledges that such data and information will be used and
disclosed by Duke Energy and third parties for the purpose of understanding and evaluating the impact of
electric vehicles on transit systems and the electric power grid.
d. The Parties acknowledge that the Equipment shall have Point of Sale ( "POS ")
capabilities. In the event Customer desires to utilize such capabilities, Customer shall enter into an
agreement with Siemens Energy, Inc., which agreement shall govern the rights and obligations of
Customer with respect to such capabilities. Duke Energy shall have no obligations related to the POS
capabilities and shall have no responsibility or liability for any event or occurrence that compromises
credit card or account information of Customer or its customers. Customer shall indemnify and hold
Duke Energy harmless against any claims, demands, losses, damages, liabilities and costs resulting from
or arising out of the use of the POS capabilities by Customer or its customers.
3. TERM AND TERMINATION.
a. This Agreement shall be effective as of the latter date executed by a Party. The
term shall commence on the date of installation of the Equipment and shall continue for a period of two
(2) years (the "Term "), unless sooner terminated or extended as provided herein. Duke Energy shall have
the right to extend the Term of this Agreement for one year by giving Customer written notice of such
extension at least thirty (30) days prior to the end of the Terns.
b. Notwithstanding anything herein to the contrary, Duke Energy shall have the right
to terminate this Agreement at any time upon: (i) not less than thirty (30) days' written notice to Customer,
which termination shall be effective as of the effective date of termination set forth in such notice. In
addition, in the event Duke Energy determines prior to commencement of the Installation Work that the
Property is not technically compatible for the purposes hereunder, Duke Energy shall have the right to
terminate this Agreement immediately upon written notice to Customer. Should Duke terminate this
Agreement in accordance with this Subparagraph (b), unless the Customer elects to retain the Equipment,
Duke Energy, at its cost, shall remove the Equipment following any termination If Duke Energy terminates
this Agreement upon an Event of Default (as hereinafter defined) by Customer, then Customer promptly (in
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accordance with Customer's payment procedures and state law) shall pay to Duke Energy a termination fee
not to exceed $3,000.
c. Notwithstanding anything herein to the contrary, Customer shall have the right to
terminate this Agreement at any time upon not less than thirty (30) days' written notice to Duke Energy
( "Customer Termination "). Unless otherwise agreed by the Parties, Duke Energy shall remove the
Equipment following any such Customer Termination and Customer shall pay Duke Energy a termination
fee not to exceed $3,000; provided that, if Customer terminates this Agreement upon an Event of Default
by Duke Energy, then: (i) no such termination fee shall be due; (iii) Customer, at its option, may elect to
retain the Equipment.
4. TITLE TO EQUIPMENT. At all times during the Tenn of this Agreement, title to the
Equipment shall remain with Duke Energy. Upon the expiration of this Agreement, title to the Equipment
shall transfer automatically to Customer, free and clear of all liens and other interests of third parties
created by, through, or on behalf of Duke Energy, at no cost and with no warranties. Duke Energy shall
make no representations or warranties, either express or implied, relating to the Equipment or the
installation or use of the Equipment, except as expressly provided in this Section. Upon transfer of title to
the Equipment to Customer, Customer releases Duke Energy from any claim or action for bodily injury or
property damage resulting from or related to the Equipment or the use of the Equipment whether arising
prior to or after such transfer, except to the extent caused by Duke Energy's gross negligence or willful
misconduct. In the event Customer desires that Duke Energy remove the Equipment upon the expiration
of this Agreement, Customer shall notify Duke Energy of such request in writing and Duke Energy shall
remove the Equipment within sixty (60) days of such request at no cost to Customer.
5. GOVERNMENTAL APPROVALS. It is understood and agreed that Duke Energy's
ability to install the Equipment is contingent upon its obtaining after the execution date of this Agreement
all of the applicable permits and other approvals that may be required by any federal, state or local
authorities (collectively the "Governmental Approvals "). Customer shall cooperate with Duke Energy in
its effort to obtain such Governmental Approvals. In the event that any of such applications for such
Governmental Approvals should be finally rejected or Duke Energy determines that such Governmental
Approvals may not be obtained in a timely manner or any Governmental Approval issued to Duke Energy
is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority, Duke
Energy shall have the right to terminate this Agreement innnediately upon written notice to Customer.
6. DAMAGE TO PROPERTY. Duke Energy shall be responsible for repairing any damage
to the Property directly caused by the installation, maintenance, repair, and/or removal of the Equipment.
7. INDEMNIFICATION. Each Party shall indemnify and hold the other harmless from and
against any and all claims, losses, costs, expenses, or liabilities, including, without limitation, attorneys' fees
and court costs, resulting from or arising out of the negligence of, or breach of this Agreement by, such
Party, its servants or agents, excepting, however, such claims or damages as may be due to or caused by the
negligence of, or breach of this Agreement by, the other Party, its servants or agents.
8. SALE OF PROPERTY. Customer shall notify Duke Energy at least thirty (30) days prior
to any sale of the Property. Within thirty (30) days following receipt of such notice, Duke Energy shall
remove the Equipment at no cost to Customer and upon such removal, this Agreement shall terminate.
9. TAXES /TAX CREDITS. Customer shall be responsible for and shall pay all income
taxes related to the Property. Duke Energy shall be responsible for and shall pay when due all, property,
sales and use and other non - income taxes and assessments related to the Equipment for the period for
which Duke Energy owns the Equipment. To the extent the installation of the Equipment generates any
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tax credits, such credits shall be the sole property of and shall inure to the benefit of Duke Energy for the
period for which it owns the Equipment.
10. NO LIENS. Excluding the portion of the Installation Costs for which Customer
is responsible, Duke Energy shall not suffer or cause the filing of any mechanic's lien against the
Property, or any part thereof. If any mechanic's lien is filed against the Property, or any part
thereof, for work claimed to have been done for, or materials claimed to have been furnished to,
Duke Energy, then Duke Energy shall cause such mechanic's lien to be discharged of record
within thirty (30) days after notice of the filing by bonding, or as provided or required by law.
All liens suffered or caused by Duke Energy shall attach only to the interest of Duke Energy in
the Property. Except as expressly set forth herein, nothing in this Agreement shall be deemed or
construed to: (a) constitute consent to, or request of, any party for the performance of any work
for, or the furnishing of any materials to, Duke Energy; or (b) give Duke Energy the right or
authority to contract for, authorize, or permit the performance of any work, or the furnishing of
any materials, that would permit the attaching of a mechanic's lien to Customer's interest in the
Property.
11. AUTHORITY. Customer covenants that Customer is the equitable owner of the
Property and has full authority to enter into and execute this Agreement.
12. LIMITATION OF LIABILITY. In no event shall either Party be liable for
consequential, special, incidental, exemplary, punitive, or any indirect damages of any nature arising at
any time, from any cause whatsoever.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana without reference to its conflict of laws principles.
14. ENTIRE AGREEMENT. This Agreement represents the entire agreement between
Duke Energy and Customer with respect to the subject matter hereof and supersedes all prior negotiations,
binding documents, representations and agreements, whether written or oral, with respect to the subject
matter hereof. This Agreement may be amended or modified only by a written instrument duly executed
by each of the Parties.
15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on, and inure to the
benefit of, the Parties and their successors and permitted assigns. Customer may assign this Agreement
only to the City of Cannel, Indiana or any agency or instrumentality thereof, without the prior written
consent of Duke Energy, but with written notice of such assignment to Duke Energy within thirty (30)
days of Customer's decision to assign. Customer otherwise shall not assign this Agreement without the
prior written consent of Duke Energy, which consent may be withheld in Duke Energy's sole discretion.
Duke Energy may assign this Agreement or any benefit, interest, right or cause of action arising under the
Agreement to any person or entity controlling, controlled by, or under common control with, Duke
Energy, without restriction. Duke Energy otherwise shall not assign this Agreement without the prior
written consent of Customer, which consent shall not be withheld unreasonably.
16. NO WAIVER. No course of dealing or failure of Duke Energy or Customer to enforce
strictly any tern, right or condition of this Agreement shall be construed as a waiver of that term, right or
condition. No express waiver of any terns, right or condition of this Agreement shall operate as a waiver
of any other term, right or condition.
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17. SURVIVAL. All sections of this Agreement providing for indemnification or limitation of
or protection against liability of either Party shall survive the termination or expiration of this Agreement.
Additionally, any provisions of this Agreement which require performance subsequent to the termination or
expiration of this Agreement shall also survive such termination or expiration.
18. SEVERABILITY. If any provision of this Agreement or the application of this
Agreement to any person or circumstance shall to any extent be held invalid or unenforceable by a court
of competent jurisdiction, the remainder of this Agreement and the application of that provision to
persons or circumstances other than those as to which it is specifically held invalid or unenforceable shall
not be affected, and every remaining provision of this Agreement shall be valid and binding to the fullest
extent permitted by laws.
19. NOTICES. All notices hereunder must be in writing and shall be deemed validly given
if sent by U.S. registered or certified mail, commercial courier, personal delivery, or fax, addressed as
follows (or any other address that the Party to be notified may have designated to the sender by like
notice):
Customer:
The City of Cannel Redevelopment Commission
30 W. Main Street, Suite 220
Carmel, Indiana 46032
Attn: Matt
Phone: 317 -571 -2787 ext.
With copy to:
Wallack Somers & Haas, P.C.
One Indiana Square, Suite 2300
Indianapolis, Indiana 46204
Attn: Karl P. Haas
Phone: 317- 231 -9000
Duke Energy: Duke Energy Indiana, Inc.
Attn: Sue O' Leary
139 E 4th ST EY309, Cincinnati OH 45202
Phone: 513- 287 -3124
Notice shall be effective upon receipt or such later date specified in the notice.
20. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Transmission of images of signed signature pages by facsimile, e -mail or other electronic
means shall have the same effect as the delivery of manually signed documents in person.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date
first above written.
DUKE ENERGY INDIANA, INC.
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COMMISSION
By: S octi.... K- l/ (/ '/-
Print Name: JSLA 16 O Lec-
Title: RSSoe Prod
Date: C/ •k
CUSTOMER:
THE CITY OF CARMEL REDEVELOPMENT
By:
Print Name William : miner
Title: President
Date:
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WORK AUTHORIZ ION
Project Plug -IN Electric Vehicle Charging Station Installation
III CO Duke r
When this form is completed, please
mail to: 139 East Fourth Street, EYS00, Cincinnati, OH 45202. ATTN: Mike Strohan -or-
email to: SMARTPEV @duke - energy.com
For questions, please call: 1- 800 - 937 -3853
Customer Information
Customer Name Carmel Redevelopment Commission/ Les Olds
Phone (317)205 -7030
Date 3/24/2012
Location: Parcel 7C- Center for performing Arts Garage
City Carmel
State In
Zip code 46032
Email
(h, Wor4-Ller ®Carmel . ii . 30v
LOLDS 4Cur-Ater . iet . jot/
Description of Installation Work
Install 2 EVC wall mount units: Utilize and reroute existing 1 inch pvc conduit. Connect conduit to panel and EVC junction
point. Run is approximately 150 feet.
Install 2- 2 pole 40 amp beaker for EVC "s, pull remaining wires, mount EVC's to wall . Make final electrical connections,
clean up, and provide client paper work and information.
Co st of Installation Work
Total Cost of Installation
$2,212.10
(a) Duke Energy's responsibility to pay
'52,212.10
Total Customer's responsibility to pay
$0
(b) Portion of payment required prior to start of work
$0
(c) Portion of payment required after completion of work
$2,212.10
The work described herein shall be performed in accordance with the Electric Vehicle Support Equipment Agreement
between Duke Energy and Customer.
By signing here, Customer agrees to proceed with the installation of the charging station at the address specified above.
Customer also agrees to pay the amount specified in line (b) prior to commencement of the work and the amount
specified in line (c) after the completion of the work. All payments for (b) and (c) will be made to Utility rartners of
America.
Customer Signature X
Date
For Duke Energy Use only
Approved by CY-10+4/ .
0
Print Name S"°`'& �( Le/--/Lc:
Date
Customer ID#
Note: This Work Authorization Form is part of and is incorporated into the Electric Vehicle Support Equipment Agr