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HomeMy WebLinkAboutItem 14 Non Binding letterNON -BINDING LETTER OF INTENT This Non -Binding Letter of Intent is entered into on May 4, 2016, by and between the Truckee -Donner Public Utility District, a California local public agency ("TDPUD"), the City of Auburn, a California municipal corporation ("Auburn"), the City of Colfax, a California municipal corporation ("Colfax"), and the Placer County Air Pollution Control District, a California special district ("PCAPCD"). TDPUD, Auburn, Colfax and PCAPCD may be referred to herein individually as "Party", or collectively as the "Parties", as the context requires. I. Non -Binding This Non -Binding Letter of Intent is intended solely as a basis for further discussion between the Parties and is not intended to be and does not constitute a legally binding agreement. Accordingly, this Letter of Intent creates no obligation for any Party to enter into a future agreement and shall not confer on any Party any rights or remedies. The Parties will only be obligated if they approve, execute and deliver a future definitive agreement. Each Party shall pay and be responsible for its own fees, costs and expenses with respect to this Letter of Intent and the preparations and negotiations for the future definitive agreement. The Parties may ultimately reach a formal agreement to cooperate in securing a grant and implementing that grant. If the Parties reach an agreement for the purposes set forth in this Letter of Intent, the terms of that agreement shall control even if they conflict with any term in this Letter of Intent. II. The Grant The Parties hereby express their intent to work collaboratively to obtain a grant from the California Energy Commission ("CEC") through its Alternative and Renewable Fuel and Vehicle Technology Program, GFO-15-603 DC Fast Chargers for California's Interregional Corridors, for the maximum award amount of $875,000 for the I-80: Auburn to West of Nevada corridor ("Grant"). The Parties intend to use the Grant to install and operate five direct current (DC) fast charging stations and to fund the administration of and compliance with the terms and conditions of the Grant. The Parties acknowledge that the application for the Grant ("Grant Application") must be submitted to the CEC no later than June 24, 2016. The Parties intend that the Grant will fund: (1) Two DC charging stations in Auburn, each station consisting essentially of one DC fast charger and one Level 2 charger, that will be installed and operated by Auburn; (2) One DC charging station in Colfax, consisting essentially of one DC fast charger and one Level 2 charger, that will be installed and operated by Colfax; (3) One DC charging station in the Donner Summit area, consisting essentially of one DC fast charger and one Level 2 charger, that will be installed and operated by TDPUD; and (4) One DC charging station in Truckee, consisting essentially of two DC fast chargers and two Level 2 chargers, that will be installed and operated by TDPUD. III. Commitment of the Parties Each of the Parties commits to work collaboratively with each other with the mutual goal of obtaining the Grant. Toward that end and as is set forth in more detail below, each of the Parties f00587158.DOCX 1 }1 163603.1 will seek all necessary approvals from their governing bodies to support the Grant, supply all information needed for the Grant Application and negotiate with each other a definitive agreement setting forth the rights and obligations of each of the Parties for use of the Grant if they are awarded the Grant. A. Commitment of TDPUD TDPUD commits to perform the following: 1. Act as the lead agency with respect to the Grant. It will gather all of the required information from the Parties, prepare and submit the Grant Application. TDPUD may also be referred to herein as "Applicant" or "Grant Lead". 2. At is sole cost and expense, will engage and pay a consultant to assist it in preparing and submitting the Grant Application. 3. Identify a site in the Donner Summit area and a site in Truckee for the DC charging stations and obtain commitment letters from the owners of the sites expressing their commitment to enter into a lease, license or other suitable agreement to locate the DC charging stations on their property for a minimum of five years. These letters will be submitted with the Grant Application. 4. Prepare a budget that includes the estimated costs to purchase all of the charging equipment for each of the five sites, all of the back office services for all five site and maintenance costs for all five of the sites for five years. 5. Prepare a budget for the site in the Donner Summit area that includes the estimated costs to obtain electric service from PG&E and the site improvements necessary for the DC charging station at the site. 6. Prepare a budget for the site in Truckee that includes the estimated costs to obtain electric service and the site improvements necessary for the DC charging station at the site. 7. Obtain a minimum of three letters from community members supporting the need and desire for a DC charging station in the Donner Summit area. These letters will be submitted with the Grant Application. 8. Obtain a minimum of three letters from community members supporting the need and desire for a DC charging station in Truckee. These letters will be submitted with the Grant Application. 9. Prepare a grant narrative for inclusion in the Grant Application. 10. Commit to provide matching funds as per the Grant, which may include in -kind contributions, equal to 25% of the Grant funds to be used for the DC charging station in the Donner Summit area and in Truckee and for administration of and compliance with the Grant, identify the source of those matching funds, and provide letters of commitment. 11. Prepare a budget for five years that includes the estimated costs to operate the two sites, including administrative and overhead costs, fulfilling the requirements of the Grant to account for and report information regarding the Grant and the sites. 12. Diligently and timely negotiate with the other Parties a definitive agreement setting forth the rights and obligations of each of the Parties for use of the Grant in the event the CEC awards the Grant to TDPUD, such that a definitive f00587158.DOCX 1 }2 163603.1 agreement has been approved and executed by all Parties before the Applicant must enter into an agreement accepting the Grant or otherwise accept the Grant. 13. Take all reasonable actions necessary to support the Grant Application and its timely submission, facilitate acceptance of the Grant, if awarded, and perform all obligations required of it under the Grant, if awarded, including but not limited to, entering in into a lease, license or other suitable agreement for the two DC charging sites, installing, operating and maintaining the two DC charging sites, and fulfilling its obligations under the Grant to account for and report information regarding the two DC charging sites. B. Commitment of Auburn Auburn commits to perform the following: 1. Provide TDPUD with a letter of intent addressed to the CEC expressing its support for the Grant Application and intent to serve as a sub -recipient under the Grant pursuant to which it will install and operate two DC charging stations in Auburn. Auburn may also be referred to herein as "Sub -recipient". 2. Provide TDPUD with a list of the key personnel who will administer the Grant as a sub -recipient, a description of their anticipated work activities associated with the Grant and labor estimates and for such work. 3. Identify two sites in Auburn for the DC charging stations and obtain commitment letters from the owners of the sites expressing their commitment to enter into a lease, license or other suitable agreement to locate the DC charging station on their property for a minimum of five years. These letters will be submitted with the Grant Application. 4. Prepare a budget for each of the sites in Auburn that includes the estimated costs to obtain electric service from PG&E and the site improvements necessary for the DC charging stations at the sites. This budget will be submitted with the Grant Application. 5. Obtain a minimum of three letters from community members supporting the need and desire for a DC charging station at each of the sites in Auburn. Minimum of three letters of support will be required for each site. These letters will be submitted with the Grant Application. 6. Prepare a grant narrative for inclusion in the Grant Application. 7. Commit to provide matching funds as per the Grant, which may include in -kind contributions, equal to 25% of the Grant funds to be used for the each of the DC charging stations in Auburn, identify the source of those matching funds, and provide letters of commitment. 8. Prepare a budget for five years that includes the estimated costs to operate the two sites, including administrative and overhead costs, fulfilling the requirements of the Grant to account for and report information regarding the Grant and the sites. This budget will be submitted with the Grant Application. 9. Diligently and timely negotiate with the other Parties a definitive agreement setting forth the rights and obligations of each of the Parties for use of the Grant in the event the CEC awards the Grant to TDPUD, such that a definitive f00587158.DOCX 1 )3 163603.1 agreement has been approved and executed by all Parties before the Applicant must enter into an agreement accepting the Grant or otherwise accept the Grant. 10. Take all reasonable actions necessary to support the Grant Application and its timely submission, facilitate acceptance of the Grant, if awarded, and perform all obligations required of it under the Grant, if awarded, including but not limited to, entering in into a lease, license or other suitable agreement for the two DC charging sites, installing, operating and maintaining the two DC charging sites, and fulfilling its obligations under the Grant to account for and report information regarding the two DC charging sites. C. Commitment of Colfax Colfax commits to perform the following: 1. Provide TDPUD with a letter of intent addressed to the CEC expressing its support for the Grant Application and intent to serve as a sub -recipient under the Grant pursuant to which it will install and operate one DC charging station in Colfax. Colfax may also be referred to herein as "Sub -recipient". 2. Provide TDPUD with a list of the key personnel who will administer the Grant as a sub -recipient, a description of their anticipated work activities associated with the Grant and labor estimates and for such work. 3. Identify a site in Colfax for the DC charging station and obtain commitment letters from the owner of the site expressing its commitment to enter into a lease, license or other suitable agreement to locate the DC charging station on its property for a minimum of five years. These letters will be submitted with the Grant Application. 4. Prepare a budget for the site in Colfax that includes the estimated costs to obtain electric service from PG&E and the site improvements necessary for the DC charging station at the site. This budget will be submitted with the Grant Application. 5. Obtain a minimum of three letters from community members supporting the need and desire for a DC charging station at the site in Colfax. These letters will be submitted with the Grant Application. 6. Prepare a grant narrative for inclusion in the Grant Application. 7. Commit to provide matching funds as per the Grant, which may include in -kind contributions, equal to 25% of the Grant funds to be used for the DC charging station in Colfax, identify the source of those matching funds, and provide letters of commitment. 8. Prepare a budget for five years that includes the estimated costs to operate the site, including administrative and overhead costs, fulfilling the requirements of the Grant to account for and report information regarding the Grant and the site. This budget will be submitted with the Grant Application. 9. Diligently and timely negotiate with the other Parties a definitive agreement setting forth the rights and obligations of each of the Parties for use of the Grant in the event the CEC awards the Grant, such that a definitive agreement has f00587158.DOCX 1 )4 163603.1 been approved and executed by all Parties before the Applicant must enter into an agreement accepting the Grant or otherwise accept the Grant. 10. Take all reasonable actions necessary to support the Grant Application and its timely submission, facilitate acceptance of the Grant, if awarded, and perform all obligations required of it under the Grant, if awarded, including but not limited to, entering in into a lease, license or other suitable agreement for the one DC charging site, installing, operating and maintaining the one DC charging site, and fulfilling its obligations under the Grant to account for and report information regarding the DC charging site. D. Commitment of PCAPCD PCAPCD commits to perform the following: 1. Provide TDPUD with a letter of intent addressed to the CEC expressing its support for the Grant Application and intent to provide financial support, which may include in -kind contributions, to TDPUD, Auburn and/or Colfax for charger sites that they will own and operate that are located in Placer County in order to assist them in meeting their obligations to provide 25% matching funds under the Grant. PCAPCD may also be referred to herein as "Partner". 2. Prepare a grant narrative for inclusion in the Grant Application. 3. Provide TDPUD with a list of the key personnel who will administer the Grant as a Partner, a description of their anticipated work activities associated with the Grant and labor estimates and for such work. 4. Prepare a budget for five years that includes the estimated costs to assist Recipient in administering the Grant, including administrative and overhead costs, fulfilling the requirements of the Grant to account for and report information regarding the Grant for sites owned and operated by Auburn and Colfax as sub -recipients located in Placer County. This budget will be submitted with the Grant Application. 5. Commit to provide financial support as per the Grant, which may include in - kind contributions, to TDPUD, Auburn and/or Colfax in order to assist them in meeting their obligations to provide 25% matching funds under the Grant for charger sites that they will own and operate that are located in Placer County. 6. Diligently and timely negotiate with the other Parties a definitive agreement setting forth the rights and obligations of each of the Parties for use of the Grant in the event the CEC awards the Grant, such that a definitive agreement has been approved and executed by all Parties before the Applicant must enter into an agreement accepting the Grant or otherwise accept the Grant. Take all reasonable actions necessary to support the Grant Application and its timely submission, facilitate acceptance of the Grant, if awarded, perform all obligations required of it under the Grant, if awarded, and provide the financial support, which may include in -kind contributions, to TDPUD, Auburn and/or Colfax to help them meet their 25% matching funds required by the Grant for charger sites that they will own and operate that are located in Placer County. f00587158.DOCX 1 )5 163603.1 This Non -Binding Letter of Intent may be executed by the Parties in counterpart originals with the same force and effect as if fully and simultaneously executed as a single, original document. Date Michael D. Holley Date Truckee -Donner Public Utility District City of Auburn By: By: Its: Its: Date City of Colfax Date Placer County Air Pollution Control District By: By: Its: Its: f00587158.DOCX 1 }6 163603.1