Title
Authorize Agricultural Commissioner to execute the Master Services and Subscription Agreement with Chargepoint/CPI concerning an electrical vehicle charging station at the Agricultural Commissioner's Salinas Office which includes non-standard Insurance, Indemnification, and Limitation of Liability provisions.
Report
RECOMMENDATION:
It is recommended that the Board of Supervisors:
Authorize Agricultural Commissioner to execute the Master Services and Subscription Agreement (MSSA) with Chargepoint/CPI concerning an electrical vehicle charging station at the Agricultural Commissioner's Salinas Office which includes non-standard Insurance, Indemnification, and Limitation of Liability provisions
SUMMARY:
The Monterey County Agricultural Commissioner's Office (MCAC) previously executed an Agreement for the installation of an electrical vehicle charging station. The charging station was funded through grant funding by the California Department of Energy. Grant funding was contingent upon the installation of the charging station by March 1, 2013. The charging station was installed in February 2013 to meet the March 1, 2013 installation deadline. An installation agreement was entered into between the County and Ecology Action, California Clean Fuel Connection Inc. (CFCI) and the MCAC.
The installation agreement for the charging station was executed by the MCAC and approved by the Office of the County Counsel, and County Risk Management Division. The installation agreement included the County's standard insurance and indemnification provisions. The subject MSSA inadvertently did not accompany the installation agreement.
DISCUSSION:
The proposed MSSA concerns the management of data on the use of the station through the use of Chargepoint/CPI's website. According to Chargepoint/CPI, the MSSA is a boilerplate, utilized nation-wide, which includes a section on Limitation of Liability and an Indemnification provision in favor of Chargepoint/CPI which did not conform to the County's standard language and were not acceptable to the County's Risk Manager.
Chargepoint/CPI has worked with the MCAC, the Office of the Counsel, and County Risk Manager to tailor the MSSA to accept some, but not all, of the County's requests for revisions to the boilerplate MSSA. Chargepoint/CPI has agreed to delete their boilerplate Limitation of Liability Section and their standard Indemnification provision in favor of Chargepoint/CPI.
On April 9, 2013, Chargepoint/CPI further accepted some, but not all, of the County's additional revisions to the MSSA. These were the final revisions acceptable to Chargepoint/CPI.
While the MSSA as revised by Chargepoint/CPI includes non-standard Indemnification, Limitation of Liability and Insurance provisions, the proposed language is acceptable to MCAC. Further, the MSSA, as modified for the MCAC, will be further utilized by the County and Chargepoint/CPI to implement a proposed electrical vehicle charging facility at the County Government Center which is currently on hold, pending the proposed final MSSA.
OTHER AGENCY INVOLVEMENT:
None.
FINANCING:
Funding for staff time associated with this project is included in the FY12-13 Adopted Budget for the Office of the County Counsel and the Monterey County Agricultural Commissioner's Office.
Prepared by:
Mary Grace Perry, Deputy County Counsel
Approved by:
Leslie J. Girard, Chief Assistant County Counsel
Attachments:
Attachment A, April 9, 2012 Master Services and Subscription Agreement