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HomeMy WebLinkAboutNew York Power Authority Host Site Agreement 0 SUFFPI,C� RESOLUTION 2023-795 f ADOPTED DOC ID: 19482 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-795 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 12,2023: WHEREAS,the Town Board of the Town of Southold supports the increased use of electric vehicles to reduce emissions, and WHEREAS,New York Power Authority (NYPA)has a program whereby it installs electric vehicle charging stations on public property, and WHEREAS,NYPA has identified the Town Hall Annex Back Parking lot as ideal location to install six(6) stations closest to the Train Station, WHEREAS,NYPA and Town have agreed to enter into a ten(10)year lease agreement with Town having the option to renew and or extend the terms of agreement for two (2) additional five (5)year"renewals", now therefor be it RESOLVED that the Town Board of the Town of Southold hereby authorizes Supervisor Scott A. Russell to execute agreement with NYPA Denis Noncarrow Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Greg Doroski, Councilman SECONDER:Jill Doherty, Councilwoman AYES: Nappa, Doroski, Mealy, Doherty, Evans, Russell RECEIVED Q�ag��Fot�C®� SEP 14 2023 N Southold Town Clerk Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 - Southold, New.York 11971-0959 . Telephone : 631-765-1939 Facsimile: 631-765-6639 MEMORANDUM To: Mr. Denis Noncarrow, Town Clerk From: Melissa Mirabelli Secretary to the Town Attorney Date: September 14, 2023 Subject: NYPA Host Site Agreement— New York Power Authority With respect to the above-referenced matter, I am enclosing the original application with committee comments and resolution of Town Board approval of event. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you. /mm Enclosures HOST SITE AGREEMENT This Host Agreement("Agreement") is effective as of August 8, 2023 (the"Effective Date")by and between the New York Power Authority, a corporate municipal instrumentality of the State of New York with an office located at 123 Main Street, White Plains,New York 10601 (the"Authority")and The Town of Southold with offices located at 53095 Main Road, Southold, New York 11971 ("Host Site Owner"). WHEREAS, the Authority is permitted pursuant to Section 1005(9-a) of the New York Public Authorities Law,to construct, install, lease, operate and maintain electric vehicle charging stations throughout the state for use by the public; and WHEREAS, the Host Site Owner acknowledges the value of installing electric vehicle charging stations on its premises (described more accurately in Section 2, below), and desires to grant access and use of a portion of the premises to the Authority pursuant to the terms set forth herein; NOW THEREFORE,the Authority and the Host Site Owner(sometimes referred to herein -collectively as the "Parties" and individually as a"Party"), in consideration of the above and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged,the Parties agree as follows: 1. DEFINITIONS: For the purposes of this Agreement the terms listed below shall have the following definitions: "Charging Station so" shall mean DCFC 150-kilowatt electric .charging station to charge electric vehicles, and encompasses all requisite Trade Fixtures and ancillary equipment related thereto, but does not include Infrastructure. "Charging Station Hub" shall mean a bank or set of more than one Charging Stations sharing' the same Infrastructure(as defined below). "Commencement Date"shall have the meaning attributed to it in Section 6. "Data"shall have the meaning attributed to it in Section 22. "Event of Default" shall have the meaning attributed to it in Section 15. "Hazardous Material" shall mean any petroleum, petroleum products or byproducts, and all other regulated hydrocarbons (including without limitation, petrochemicals and crude oil), or any fraction thereof, coal ash, radon gas, asbestos, asbestos-containing material, urea formaldehyde, polychlorinated biphenyls, chlorofluorocarbons, and other ozone-depleting substances; and any chemical, material, substance, product or waste (including thermal discharges and hazardous waste)that is prohibited, limited, or regulated,by or pursuant to any environmental laws,this includes waste PCBs(as defined by the United States Environmental Protection Agency ("USEPA") in 40 CFR Part 761) and hazardous waste (as defined by the USEPA in 40 CFR Part 261 and the NYS DEC in 6 NYCRR Part 37 1)as well as other material Page 1 of 17 Host Site Agreement(Rev4; 07/24/2023) regulated for purposes of release, reuse, disposal, or recycling (e.g. CFCs, ethylene glycol, mercury, oil, asbestos). "Host Site"shall have the meaning attributed to it in Section 2. "Infrastructure" shall mean the permanent improvements to the premises that serve the Charging Stations or Charging Station Hub, including but not limited to, the power supply, utility connections, concrete pads, and the conduit and wiring that run to the Trade Fixtures. "Initial Term" shall have the meaning attributed to it in Section 13. "Possession Date"shall have the meaning attributed to it in Section 5. "Property" shall have the meaning attributed to it in Section 2. "Renewal Term" shall have the meaning attributed to in Section 13. "Term" shall have the meaning attributed to in Section 13. "Trade Fixtures" shall mean the components that comprise the Charging Station including, without limitation, the charger cabinets, charge posts, switchgear, signage, and an energy storage system. Trade Fixtures may also include canopies and lighting systems that exclusively serve the Charging Station(s). 2. HOST SITE: (i) The Host Site Owner hereby grants to the Authority,its designated representative(s) and their suppliers and subcontractors, unlimited and unrestricted access to construct and maintain the infrastructure described in Exhibit B.attached hereto, in accordance with the site design plan depicted in Exhibit A, including ten (10) parking spaces (the "Host Site") and such other space as may be required for installation of the Charging Stations (or Charging Station Hub), Infrastructure, Trade Fixtures and appurtenant equipment on the property commonly known as Stony Point (the"Pro e "). (ii) The Host Site Owner will not place any additional electric vehicle charging equipment on the Property without obtaining the Authority's prior written approval, which will not be unreasonably withheld. The Host Site Owner will provide the Authority with at least sixty (60) days prior written notice before installing any additional electric vehicle charging equipment on the Property. The Host Site Owner will provide the Authority with all necessary information to permit Authority to determine whether the proposed additional electric vehicle charging equipment will interrupt or adversely affect the use of the Charging Station (or Charging Station Hub). A determination that the additional electronic vehicle charging equipment will interrupt or adversely affect the use of the Charging Station(or Charging Station Hub)constitutes a valid basis for withholding consent. Page 2 of 17 Host Site Agreement(Rev4; 07/24/2023) (iii) The Host Site Owner acknowledges they have ownership and control of the property. 3. CONSTRUCTION OF CHARGING STATIONS: (i) A total of six(6)parking spaces shall be outfitted with one Charging Station per parking space.Upon securing access to the Host Site and obtaining any required approvals from the servicing electric utility, the Authority will, at its cost and expense, construct or install the Charging Station (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements as described in Exhibit B, attached hereto, in accordance with the site design plan depicted in Exhibit A, attached hereto.The Authority will not commence such construction unless or until the plans and specifications, including exact locations, have been approved by the Host Site Owner, which approval may be by e-mail communication and shall not be unreasonably withheld, conditioned or delayed. All such construction and improvements shall at all times comply with applicable laws,codes and ordinances and shall be installed, maintained and replaced at the Authority's cost and expense, as described herein. (ii) This Agreement may be terminated without any liability on the part of the Authority in the event that: a. the Host Site Owner delays the approval of the plans and,specifications as required in section 3(i) beyond a period of fifteen (15) days after written notice from the Authority; or b. the Authority cannot secure the required approvals to construct,own,operate and/or maintain the Charging Stations; or c. environmental or other site-related factors adversely affect the Authority's return on investment in the Charging Stations; or d. the Authority cannot obtain an economically viable interconnection with the local utility services as required to operate the Charging Stations and appurtenant equipment contemplated by this Agreement. 4. ACCESS DATE: The first date where the Authority may enter the Host Site and Property to begin their work pursuant to this Agreement is in accordance with the Effective Date (the "Access Date"). 5. COMMENCEMENT DATE: The date that the Charging Station(s) open to the public (the "Commencement Date")shall be within six(6)months following the completion of all external permitting, utility or other requirements necessary to commence construction of the Charging Station (or Charging Station Hub). The Authority will deliver written notice to the Host Site Owner promptly following the Commencement Date to confirm such date for recordkeeping purposes. Page 3 of 17 Host Site Agreement(Rev4; 07/24/2023) 6. DELIVERABLES: (i) Maintenance. The Charging Station (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, will be owned, operated and maintained by the Authority. Notwithstanding the foregoing, the Host Site Owner's normal,, responsibility to maintain the common areas of the Property shall also apply to the Host Site, such as debris and garbage collection and removal, grounds maintenance and snow removal. The Host Site Owner agrees to coordinate any parking lot maintenance with the Authority to ensure that Charging Station(s) remain(s) available to electric vehicle owners. The Authority may, in its discretion and at its cost, install security cameras and other equipment to monitor the Host Site remotely. (ii) Utilities. All utility services provided or used to operate and maintain the Charging Stations and related Trade Fixtures, if any, in or at the Host Site during the Term of the Agreement shall be separately metered and paid for by the Authority. The Host Site Owner shall not be responsible for any damages suffered by the Authority in connection with the quality,quantity or interruption of utility service, unless the cause of the disruption or damage was due to the Host Site Owner's negligence or willful misconduct. (iii) Training.The Authority will provide initial training to Host Site Owner's personnel for the operation of the Charging Stations,related Trade Fixtures and ancillary equipment. (iv) Contractors and Subcontractors. The Authority may in its sole discretion use duly authorized contractors or subcontractors of its choosing to perform its obligations under this Agreement. (v) Licenses.All licenses,permits or approvals in relation to the installation and operation of the Charging Station (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements shall be obtained by the Authority. 7. HOST SITE OWNER REPRESENTS AND COVENANTS: (i) The Host Site Owner represents that it is the owner of the Property and that this Agreement does not violate any agreement,lease or other commitment of the Host Site Owner. (ii) The Host Site Owner is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to carry out its obligation under this Agreement. (iii) The execution, delivery and performance by the Host Site Owner of this Agreement and each of the transactions contemplated hereby have been duly and validly authorized by the Host Site Owner and no other act or proceeding on the part of the Host Site Owner is necessary to authorize the execution, delivery or performance by the Host Site Owner of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Page 4 of 17 Dost Site Agreement(Rev4; 07/24/2023) Host Site Owner and this Agreement constitutes, upon execution and delivery by the Host Site Owner, the valid and binding obligation of the Host Site Owner, enforceable against the Host Site Owner in accordance with its terms, subject only to the effect, if any, of applicable bankruptcy and similar laws affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies. (iv) The Host Site Owner shall not take any action that would impair or interrupt the use of the Host Site or Charging Station(s), Infrastructure, any related Trade Fixtures, ancillary equipment and related improvements and agrees to use commercially reasonable efforts to protect against the misuse of the Charging Station(s) and ensure that parking spaces remain accessible and available to the owners of electric vehicles. (v) The Host Site Owner shall provide the Authority, its employees, agents and/or contractors safe,proper and timely access to the Property and the Host Site as necessary to install, operate and maintain the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements. The Host Site Owner shall also permit the Authority to temporarily close down the parking area both surrounding and encompassing the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements as necessary to carry out maintenance or repairs. (vi) The Host Site Owner must promptly notify the Authority of any site-specific construction, safety,technical or other requirements and restrictions related to its Host Site that might impact construction and installation of the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements prior to the preparation of plans and specifications. The Host Site Owner's approval of the plans and specifications shall be deemed a representation that no such site-specific requirements are known (or should be known)to exist. (vii) The Host Site Owner shall provide the utility company,proper and timely access to the Property and/or Host Site as necessary to install a dedicated metering device to serve the Charging Station(s) and any additional Trade Fixtures. (viii) The Host Site Owner shall cooperate with the Authority and provide reasonable and customary resources to support the construction, installation and operation of the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements during the Term of this Agreement. (ix) The Host Site Owner shall use commercially reasonable efforts to observe the operation of the Charging Stations and promptly notify the Authority if it observes, is notified of, or obtains actual knowledge of (i) any malfunctions of the Charging Stations (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements,including but not limited to operational issues, abnormalities and damage; or (ii) the impairment or misuse of the Host Site, Charging Station(s), Infrastructure, related Trade Fixtures, ancillary equipment or Page 5 of 17 Host Site Agreement(Rev4; 07/24/2023) related improvements (by way of example, gas fueled vehicles intentional blocking access to the charging stations by electric vehicles known as "ICEing"); (x) The Host Site Owner shall permit the Authority to install use-related controls including but not limited to signage, additional lighting and pavement markings to the Host Site. (xi) The Host Site Owner shall provide the Authority with all documents, including without limitation,plans, drawings,specifications,details and other information concerning the Host Site, as reasonably required by the Authority in connection with the installation and operation of the Charging Stations, Trade Fixtures, Infrastructure and related improvements. 8. OWNERSHIP: The Charging Station(s), Infrastructure, and any related Trade Fixtures, ancillary equipment and all related intellectual property shall at all times remain the property of the Authority. 9. USE:The Authority shall have the right to use,access and occupy the Host Site during the Term of this Agreement with respect to the Charging Station(s), Infrastructure, and any related Trade Fixtures, and for incidental purposes, including installation of telecommunication infrastructure, generating photovoltaic electricity and operating an energy storage system.All use of the Host Site by the Authority shall comply with applicable codes, laws, and ordinances. 10. PAYMENT FOR CHARGING SERVICES: The Host Site Owner shall have no right to request or accept payment in connection with use of the Charging Station(s). 11. CURTAILMENT OF CHARGING STATIONS: The Authority shall have the right to remotely control the Charging Station(s) in order to respond to grid conditions, including the reasonable curtailment of the total power output of the Charging Station(s) and any related Trade Fixtures during periods of peak demand. 12. HOST SITE OWNER COSTS: The Host Site Owner shall pay all costs associated with: (i) maintenance of the Host Site; (ii) disposal of Hazardous Materials in accordance with Section 26. 13. TERM: The initial term of the Agreement shall expire ten(10)years from the Commencement Date(the"Initial Term").The Authority shall have the option to renew or extend the term of this Agreement for two(2)additional terms of five(5)years each(the"Renewal Term"and together with the Initial Term, the "Term"). Following the Renewal Term, any further.renewals will be subject to mutual agreement between the Authority and the Host Site Owner. To extend the Term, the'Authority shall deliver written notice of such extension to Host Site Owner no later than thirty (30) days prior to the expiration of the Term. In the event of a sale or transfer of the Property or Host Site by Host Site Owner while this Agreement is in effect,the Host Site Owner shall ensure that the Authority's rights and remedies under this Agreement are conveyed with the Property or Host Site. Page 6 of 17 Host Site Agreement(Rev4; 07/24/2023) 14. DESTRUCTION:Any total destruction of the Host Site shall, at the Host Site Owner's or the Authority's written election, within thirty (30) days of such destruction, terminate this Agreement. 15. DEFAULT: Each of the following shall constitute an"Event of Default"under this Agreement: (i) the failure by Host Site Owner to perform or observe any material term or condition of this Agreement and such failure continues for a period of thirty (30) days after receipt of written notice thereof, provided however,that if the nature of such default is such that the same cannot reasonably be cured within said thirty(30) day period,then Host Site Owner shall have such additional time as is reasonably required to cure such failure provided the Host Site Owner commences to cure such failure within such thirty (30) day period and proceeds to cure such failure with diligence and continuity; or (ii) the appointment of a receiver or trustee to take possession of all or substantially all of the assets of the Host Site Owner located at the Host Site if possession is not restored to the Host Site Owner within sixty (60) days; or a general assignment by the Host Site Owner for the benefit of creditors; or any action or proceeding commenced by or against the Host Site Owner under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors and in the case of involuntary actions filed against the Host Site Owner the same are not discharged within sixty (60) days after the date of commencement. 16. TERMINATION: (i) Unless otherwise provided in this Agreement, the Authority may terminate this Agreement at anytime upon thirty(30)days prior written notice to the Host Site Owner. (ii) This Agreement may be terminated during the Term by the Authority upon the occurrence of an Event of Default. (iii) Upon expiration or termination of this Agreement for any reason, or the end life of the charging stations, their components and/or hazardous materials, the Charging Station(s) and related Trade Fixtures, components and hazardous materials will be promptly removed by the Authority at the sole cost and expense of the Authority. The Host Site Owner shall have the option to purchase the Charging Station(s) and related Trade Fixtures from the Authority on mutually agreed terms and in accordance with, applicable law,rules and regulations governing the Authority's disposition of property. All underground Infrastructure, including all curbs and other permanent improvements to the Host Site, shall remain in "as is"condition at the time of termination. (iv) Upon termination of this Agreement as a result of an Event of Default, or if the Host Site Owner otherwise materially breaches this Agreement and such breach results in the early termination of this Agreement, then the Host Site Owner shall pay the Authority an early termination fee equal to the unamortized costs to construct the Page 7 of 17 Host Site Agreement(Rev4; 07/24/2023) Charging Stations (including the costs of Trade Fixtures, Infrastructure and related improvements), calculated as of the early termination date based on straight-line depreciation over a ten (10) year period as reflected on the Depreciation Schedule annexed as Exhibit C. 17.INDEMNIFICATION AND LIMITATION OF LIABILITY:' To the extent permitted by law, each Party agrees to indemnify and hold the other Party from and against loss, damage, liability or expense (including without limitation, judgments, attorney's fees, and court costs) incurred as a result of injury to or death of any person or on account of damage to property, or any other claim arising out of, in connection with, or as a consequence of, the indemnifying Party's gross negligence or willful misconduct with respect to the utilization of the Host Site. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY INDIRECT,INCIDENTAL,CONSEQUENTIAL, SPECIAL,PUNITIVE OR EXEMPLARY DAMAGES,EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES ANY CLAIM WITH REGARD TO SUCH INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE AND EXEMPLARY DAMAGES PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO CLAIMS ARISING OUT OF EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE AUTHORITY'S TOTAL LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ALL CLAIMS UNDER THIS AGREEMENT EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000). 18.ASSIGNMENT: (i) The Host Site Owner shall not assign this Agreement voluntarily or by operation of law,or any right hereunder,without the prior written consent of the Authority;provided that the foregoing prohibition shall not limit the Host Site Owner's ability to transfer this Agreement to a company that is controlled by,controls,or is under common control with the Host Site Owner. Any assignment by Host Site Owner in violation of this provision shall be void. (ii) The Authority's right and remedies under this Agreement may be assigned and reassigned in whole or in part to one or more assignees without the necessity of obtaining the consent of the Host Site Owner; provided, however, that no such assignment shall be effective and binding on the Host Site Owner unless and until the Host Site Owner shall have received notice of the assignment disclosing the name and address of the assignee. The Host Site Owner agrees to execute all documents, including acknowledgements of assignment or financing statements, which may be reasonably requested by the Authority or its assignee to protect their interest in the Page 8 of 17 Host Site Agreement(Rev4; 07/24/2023) Charging Station(s), Infrastructure, any additional Trade Fixtures, and ancillary equipment and in this Agreement. 19.ALTERATIONS:Excepting the items of Exhibit B,the Authority shall not make or permit to be made any alterations, changes in or additions to the Host Site without the prior written consent of the Host Site Owner, which shall not be unreasonably withheld, conditioned or delayed. 20. SIGNAGE:The Authority's signage to be installed at the Host Site is represented in Exhibit B. Any material revisions or additions to the signage depicted in Exhibit B shall be subject to the Host Site Owner's approval,which shall not be unreasonably withheld,conditioned or delayed. All such signage shall be professionally prepared, installed and maintained at the Authority's expense. 21. ACCESS TO INFORMATION: The Host Site Owner acknowledges that the Authority will be collecting Charging Station usage data, including charge event information ("Data"), such as when a charge event occurs, energy transferred during the charge event, duration of the plug-in event, and duration of the charging period. The Host Site Owner acknowledges that the Data may be used by the Authority for reasonable purposes, including, without limitation, analyzing usage and charging patterns,the effectiveness of infrastructure put in place to meet the needs of drivers of electric vehicles, and the efficacy of the Project. 22. INSURANCE: (i) For each claim arising out of the use of the municipal parking lot in question, the Host Site Owner agrees to obtain and maintain at its expense a policy or policies of. (a) commercial general liability insurance with coverage to include bodily injury or death, personal injury, and property damage with per occurrence limits of at least $6,000,000, which may be met via umbrella coverage. (b) automobile liability insurance with a per accident combined single limit of not less than $1,000,000. Host Site Owner shall deliver to the Authority a certificate evidencing such insurance upon the execution of this Agreement and from time to time thereafter as such policy is renewed.The New York Power Authority and the State of New York must be named and scheduled as additional insureds to the Host Site Owner's policy and Waiver of Subrogation endorsement. Host Site Owner will also carry workers' compensation insurance in accordance with state and federal law. Under Sections 57 & 220 Subd. 8 of the ,New York State Workers' Compensation Law, it is required that Vendors/Contractors doing business with a Municipal or State entity evidence proof of workers' compensation coverage on approved forms, as listed below: 1. If coverage is with a private insurance carrier, the entity must provide evidence of coverage on a completed C105.2 form. The C105.2 form is supplied and completed by the insurance carrier or its authorized agent. 2. If coverage is with the State Insurance Fund, the entity must provide a completed U-26.3 form provided by the Fund. Page 9 of 17 Dost Site Agreement(Rev4; 07/24/2023) 3. If the business entity has been approved by the Workers' Compensation Board's Office of Self Insurance as a qualified self-insurer, a completed SI-12; 4. Or Form CE-200, Certificate of Attestation of Exemption, if the business is not required to carry NYS specific Workers' compensation insurance. (ii) For each claim arising out of the use of the charging units,their components or materials,The Authority agrees to obtain and maintain at its expense a policy or policies of. (a) commercial general liability insurance with coverage to include bodily injury or death, personal injury, and property damage with per occurrence limits of at least $6,000,000, which may be met via umbrella coverage. (b) automobile liability insurance with a per accident combined single limit of not less than $1,000,000. (c) workers compensation insurance with statutory coverage and limits, (d) any additional insurance coverage(s)not specifically listed above but otherwise required by applicable law,rule, or regulation as same may pertain-to the Charging Station(s) or Charging Station Hub. The Host Site Owner must be named and scheduled as additional insureds to the New York Power Authority's policy and Waiver of Subrogation endorsement. The Authority may, at its option, elect to self-insure any and all the coverages herein. The Authority will also carry workers' compensation insurance in accordance with state and federal law. Under Sections 57 & 220 Subd. 8 of the New York State Workers' Compensation Law, it is required that Vendors/Contractors doing business with a Municipal or State entity evidence proof of workers' compensation coverage on approved forms, as listed below: 1. If coverage is with a private insurance carrier, the entity must provide evidence'of coverage on a completed C105.2 form. The C105.2 form is supplied and completed by the insurance carrier or its authorized agent. 2. If coverage is with the State Insurance Fund, the entity must provide a completed U-26.3 form provided by the Fund. 3. If the business entity has been approved by the Workers' Compensation Board's Office of Self Insurance as a qualified self-insurer, a completed SI-12; 4. Or Form CE-200, Certificate of Attestation of Exemption, if the business is not required to carry NYS specific Workers' compensation insurance. (iii) Both Parties insurances shall provide that coverage thereunder shall not lapse or be terminated without at least(30) days prior written notice.Each policy obtained hereunder shall be written with one or more carriers that have and maintain a minimum A.M. Best rating of A- and VIII or better and are licensed to write insurance in the state wherein the site is located. 23. ENVIRONMENTAL MATTERS AND HAZARDOUS MATERIALS: (i) To the best of Host Site Owner's knowledge,the Host Site is at the Effective Date free of environmental contamination and Hazardous Material. The Authority shall have no liability for any environmental contamination unless caused by the Authority, its agents, employees or contractors. During the Term, the Host Site Page 10 of 17 Host Site Agreement(Rev4; 07/24/2023) Owner is responsible, at its sole cost and expense, for remediating any contamination on the Host Site, including the disposal of any contaminated materials that may result from the construction of the Charging Stations and any excavated contaminated soil that needs to be properly disposed of contamination unless caused by the Authority, its agents, employees or contractors. The Authority shall have no liability for diminution in value of the Property as it relates to environmental contamination. (ii) The Host Site Owner acknowledges that it is, and remains the generator of, and holds title to, any Hazardous Materials at the Host Site. In the event of a release of Hazardous Materials during construction of the Charging Stations, the Host Site Owner shall, in accordance with applicable law and regulations, be responsible for all cost and obligations with respect to the discovery, reporting, handling, and disposal applicable to the Hazardous Materials to the extent that such disposal is required by applicable law or regulations. Notwithstanding, the Host Site Owner's obligations with respect to Hazardous Materials set forth above, the Authority may be obligated to report the discovery to the applicable regulatory agency having jurisdiction over the Host Site.All Hazardous Materials shall be handled,transported and disposed of in accordance with applicable local, state and federal laws and regulations. (iii) In addition, to the extent permitted by law, the Host Site Owner shall, at its sole cost and expense, indemnify, defend and hold harmless the Authority and the State of New York against any loss, liability (including, without limitation, judgments,attorney's fees,court costs,penalties or fines),or expenses of any type (including,but not limited to,required corrective actions)which the Authority or the State of New York incurs because of injury to, or death of any person, or on account of damage to property, or any other claim arising out of, in connection with, or as a consequence of any cleanup costs associated with any site where Hazardous Materials are disposed of or come to be situated traceable to such Hazardous Materials including, but not limited to, response and remedial costs. (iv) Except to the extent of any gross negligence,willful misconduct or breach of this Agreement on the part of the other Party, each Party hereby agrees to indemnify, hold harmless and defend the other Party, its managers, members, agents and representatives from all liability, damages, loss, costs and obligations, including, court costs and attorney's fees, on account of or arising out of or alleged to have arisen out of any claim of any third party directly related to environmental contamination arising out of the installation or operation of the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment or related improvements. 24. CONFIDENTIALITY AND PUBLICITY: Neither Party will use the other Party's name, trademark or logo without such other Party's prior written consent. 25. NOTICES: All notices or demands shall be in writing and shall be deemed duly served or given only if delivered by prepaid(i)U.S.Mail,certified or registered,return receipt requested, Page 11 of 17 Host Site Agreement(Rev4; 07/24/2023) I or (ii) reputable, overnight courier service (such as UPS or FedEx) to the addresses of the respective Parties as specified below.The Host Site Owner and the Authority may change their respective addresses for notices by giving notice of such new address in accordance with the provisions of this paragraph. Town of Southold Address for Notices: Authority's Address for Notices: Southold Town Supervisor NEW YORK POWER AUTHORITY 53095 Main Road 123 Main Street Southold,New York 11971 White Plains,NY 10301 Attention: Scott A.Russell Attention: Debra Hopke Phone: 631-765-1889 Phone: 914-390-8003 Email: scott.russell@town.southold.ny.us Email: Debra.I-lopke@nypa.gov Southold Town Clerk NEW YORK POWER AUTHORITY 53095 Main Road 123 Main Street Southold, New York 11971 White Plains,NY 10301 Attention: Denis Noncarrow Attention: John Markowitz Phone: 631-765-1800 Phone: (914) 390-8209 Email: denisn@southoldtownny.gov Email:john.markowitz@nypa.gov Southold Town Attorney NEW YORK POWER AUTHORITY 54375 Route 25 123 Main Street Southold, New York 11971 White Plains,NY 10301 Attention: Paul DeChance Attention: Andrew Pelletier Phone: 631-765-1939 Phone: 518-433-6730 Email:pauld@southoldtownny.gov Email:Andrew.Pelletier@nypa.gov 26. BROKERS:The Host Site Owner and the Authority represent to each other that each has dealt with no broker and each hereby agrees to indemnify and hold the other harmless from any claims against the other Party for any commissions or fees in the event of a breach or failure of such representation. 27.THIRD PARTY BENEFICIARIES: Nothing contained in this Agreement shall, directly or indirectly, create a contractual relationship with, or give any claim or right of action in favor of, any third party against,the Authority, including, without limitation, any sub-consultant or supplier. 28. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the benefit of the Host Site Owner and the Authority and their respective successors and assigns. 29. GOVERNING LAW AND VENUE: This Agreement shall be governed by the laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any jurisdiction other than New York. Any action at law, or in equity, for the enforcement of this Agreement or any dispute arising in connection herewith shall be instituted only in a court of competent jurisdiction located in the County of Albany, State of New York. 30. COUNTERPARTS: This Agreement may be executed in counterparts via inked signature or electronic mark, each of which shall be deemed an original, but all of which together shall Page 12 of 17 Host Site Agreement(Rev4; 0 7/2 412 02 3) constitute one and the same instrument. The fully executed Agreement may be delivered using pdf or similar file type transmitted via electronic mail, cloud based server, e-signature technology or other similar electronic means. [signature page follows] Page 13 of 17 Host Site Agreement(Rev4; 07/2412023) IN WITNESS WHEREOF, the Parties hereto have each caused an authorized representative to execute this Agreement as of the Effective Date first written above. TOWN OF SOUTHOLD NEW YORK POWER AUTHORITY By: &&A- RGGueM By: „7 L. e4444- Scott A.Russell(Aug 31,2.023 10:44 EDT) John L.Caqale(Sep 1.2023 08:53 CDT) Name: Scott A. Russell Name: John Canale Title: Town Supervisor, Town of Title: Vice President, Strategic Supply Southold Management Date: Aug 31,2023 Date: Sep 1,2023 Page 14 of 17 Host Site Agreement(Rev4; 0712412023) EXHIBIT A Page 15 of 17 Host Site Agreement(Rev4; 07/24/2023) ' ��-rra't"t *"n fJl'"'I'' 'f�'i"�;Y's'i y�"', ' �i'!M� " '4.,*r R _ .�• r��*�s,.!'n�.`,e�i � • 3Fi' Main Rd,Southold, x ► ,7 ^ 67.1, , x f� �* r �.j��4f •s. FI' t LI � ,x:?S'i, iaa: ,�� v,"7 .t*.+T, ✓,. 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F� .� 't� t ��k e ��• 1p an le EV EV cv EV EV EV rGoogle ' r •` ,q . . ONLY ONLY LY oanzvaux..t ervvx 4a& d a�nao �a p hti (il t t r t tt t o r t 1 1 T* gv 'fog z M �ON,�M .I IVA 4, 1. LTva V,-0, t. cJ "N A Ll s . ...... N, X q 5 7r I L is FOR ILLUSTRATION PURPOSES ONLY STANDARD DESIGN FIT: EXAMPLE: NATIONAL METRO ENDZONE 6 DISPENSERS ERS UNIBER:C1 V. RK NUMBER OF EMTING PARKING SPACES-REQUIREP FOR EV PARKIN G,(DI SP ENSERS) TT At4SF0RMM,,BA E UM6ER OF C G TOTAL:NUMBER 6F EXiSTING PARKING STALLS REQUIRED FOR PRbIECT 7 EX 571 G A. 0A tMi6f t0ff EXISTING RARKING'SPA CE.DEPTH- 18! H• 0RI'E,AISL&WIDT 5- 2 EXHIBIT B Page 16 of 17 Host Site Agreement(Rev4; 07/24/2023) Electrify America Next-Gen Descri Hardware Technical ption Specifications* Input Voltage 1 480V -4- ------- ----------- inal Output Nom i Up to 920V DC,1000A(SOOA per Dispenser) Power Current Nominal Power a Up to 35OkW 4- Output -30 degrees C-+50 degrees C(-22 degrees F-+122 sus 6 Nominal Operating Temperature 5 degrees F) 1 Reverse polarity protection Short circuit protection Protective function I Over temperature protection Over-voltage/Under-voltage protection Ground fault detection % Display(LCD) 15-in touchscreen ................... IP rating NEMA TypeR,rain proof oof T 2, Efficiency ........... Power Factor z 0.95 Modem Cellular to 2 One 350kW High Powered DCFC Enclosure per up Power Cabinet Configuration Dispensers Dispenser Configuration Single CCS Cable per dispenser Debit and credit cards Mobile NFC payments Payment Swipe A Contact Contactless 7 Communication OCPP 1.6 JSON over websockets 1.1 Evolve NY Sign Family sr . W� o, Ac� 71 eff � ® • i -- ABB EFACEC BTC SIGN TYPE PI SIGNTYPEVI SIGN TYPE B1 SIGNTYPET1 SIGN TYPE MONUMENT WAYFINDING VEHICULAR WAYFINDING LIGHT POLE BANNER CHARGING FACILI'IY ' CHARGING STATION ON VINYL WRAP SIGN SIGN WAYFINDING SIGN WAYFINDING SIGN e l SIGN TYPE Sl PARKINGSTALL MARKINGS Gensler NEW YORK POWER AUTHORITY ENVIRONMENTS CONCEPT PACKAGE I JULY S,2020 3 .<h.Tif n1t :�s C`""1�',t,y�\ tt -S�*Y�+.^it i�'.0 �. ! L� � '` ,n ,�, 'r' � t4."•h{� ' - �„.,.;... t1 .''� rA- •, t t;Zt•'t'Ft� 't' ¢��*�' YFi: P :�.,K �tJ J,,� .f I fJ• d ! t A f a' i, I � 7 �t1"y�r` ��� ."r'r : `�''•; r;�$A�,'y���? ,. 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I' �! �.t1- _ r�k't :i+-� it r ..�, ��. r•C Kp Ak ! �t r tL `�5 _'t i +,. +. .e ENCt4a HY t z ,.+.,. ., .;r f•'M, �.�� . �c. d✓s�� a"�;cy'{. r �( i ;� .�+'. ,. �t tNY . .'•� tN�Ffl � s•^ ��}.. + t , n w - k k t • , w 2 ice: , , - � ,. - -.,. •" '�..,ass--^�a�..,,"`••w..�+—•.�.1►...,. � �'`'4" ' �'s: 1.1:.EVolve NV Sign Family x �o. �I ----------------- 70 - y 'n i �� ® 2 a0 ® t ABB EFACF.0 BTC SIGN TYPE Dl SIGN TYPE PI SIGN TYPE V1 SIGN TYPE BI SIGNTYPETI CHARGING STATION VINYL WRAP MONUMENT WAYFINDING VEHICULAR WAYFINDING LIGHT POLE BANNER CHARGING FACILITY SIGN SIGN WAYFINDING SIGN WAYFINDING SIGN SIGN TYPE Sl PARKING STALI MARKINGS Gensler NEW YORK POWER AUTHORITY ENVIRONMENTS CONCEPT PACKAGE JULY 8,2020 3 3.3 Sign Type ®1—Efacec - Charging Station Vinyl Wrap SHEET NOTES: 1. 3M TM Print Wrap Film IJ175Cv3 or equivelant. 2. 3MTM Opaque Graphic film:Intense Blue 7725-47 Color to be approved by NYPA. ' 3. 3MT11 Opaque Graphic film:White 7725-10 Refer to"Issue for Fabrication March 19,2020"for detailed dimensions and specifications. Couplers and cables not shown for clarity. O Unit identification labels by others. ' _ Computer cut vinyl. + Internally illuminated translucent liner by manufacturer.Set light color to appromimate PMS 3005 Blue, i O Digitally printed vinyl wrap applied "o over cabinet.Trim to outline of i graphic and wrap into fixture seams. Coordinate placement of all regulatory labing with kiosk manufacturer. _ J QR shown for placement only. o 0 o Verify customer assistance Verify phone number at each location. - phone number at each location. OCoupler identification labels. Digitally printed vinyl applied over cabinet. QR shown for placement –_ = only. O NY PA Identity. '_._-_..'V..Y.... Computer cut vinyl logo. LEFT-HAND SIDE VIEW FRONT VIEW RIGHT-HAND SIDE VIEW SCALE 3/4'=V-0' SCALE 314'=T-0' SCALE 314'm1'-0' Gensler NEW YORK POWER AUTHORITY ENVIRONMENTS CONCEPT PACKAGE JULY S,2020 8 3.4a Sign Type ®1—STC Charging Station Vinyl Wrap SHEET NOTES: 1. 3MTm Print Wrap Film IJ175Cv3 or equivelant. 2. 3M"'Opaque Graphic film:Intense Blue 7725.47 Color to be approved by NYPA. 3. 3MTm Opaque Graphic film:White 7725-10 Refer to"Issue for Fabrication March 19,2020"for detailed dimensions and specifications. Couplers and cables not shown for clarity. O3 Unit identification labels by others. ® Computer cut vinyl logo. LED strip lights by manufacturer. Set light color to appromimate LlPMS 3005 Blue. O Digitally printed vinyl wrap applied ° over cabinet.Trim to outline of graphic and wrap into fixture seams. 0 Coordinate placement of all regulatory labing with kiosk manufacturer. --_— Coupler identification labels. Digitally printed vinyl applied _--- over cabinet. r-F-- Verify customer assistance phone number at each – location. – Oz NYPA Identity. – • "`""Y QR shown for placement Computer cut vinyl logo. only. LEFT-HAND SIDE VIEW FRONT VIEW RIGHT-HAND SIDE VIEW SCALE 3/4'=1'-0' SCALE 314'=V-0' SCALE 314'=1'-0' Gensler NEW YORK POWER AUTHORITY ENVIRONMENTS CONCEPT PACKAGE JULY 8,2020 9 3.4b Sign Type DI-BTC Sticker Charging Station Sticker SHEET NOTES: 1. 3MTm Print Wrap Film IJ175Cv3 or equivelant. 2. 3MM Opaque Graphic film:Intense Blue 7725-47 Color to be approved by NYPA. 3. 3MT11 Opaque Graphic film:White 7725-10 Refer to"Issue for Fabrication March 19,2020"for detailed dimensions and specifications. Couplers and cables not shown for clarity. LED strip lights by manufacturer. Set light color to appromimate i PMS 3005 Blue. I Coordinate placement of all regulatory o0 00 labing with kiosk manufacturer. O Digitally printed vinyl branded decal o to be used in lieu of product cabinet wrap.Trim to outline of graphic and wrap into fixture seams. L--_ =__ O Coupler identification labels. --- _ Digitally printed vinyl applied <over cabinet. _ Verify customer assistance — phone number at each -- location. 2 NYPA Identity. QR shown for placement Computer cut vinyl logo. '- only. LEFT-HAND SIDE VIEW FRONT VIEW RIGHT-HAND SIDE VIEW SCALE 3l4'=1'-0' SCALE 314'=1'-0' SCALE 314'=1'-0' Gensler NEW YORK POWER AUTHORITY ENVIRONMENTS CONCEPT PACKAGE JULY S,2020 10 3.5 Sign Type P1 Monument Sign SHEET NOTES: s• 1. 3M'm Print Wrap Film is Film: i I.S. 4. s_4. 3MTN Reflective Graphic Film:White 5100-10 ,�„• ,,, t PAINT COLORS: PT-1 Match Mathews Paint MP 27386:Verizon White.Satin Finish PT-2 Match Mathews Paint MP 33260:Twlight Zone.Satin Finish Fabricated aluminum signform. Paint to match PT-1. GENERALNOTES All dimensions shown must be verified to be compliant with t Digitally printed vinyl wrap locallmunicipal codes and approved by authority having applied over entire face including jurisdiction over signage prior to fabrication. .1411 NYPA logo at bottom and ® return edges. Refer to"Issue for Fabrication March 19,2020"for detailed dimensions and specifications. NY -0 Vinyl messaging and icons applied over wrap. Match 3M reflective white i I ,. Fabricated aluminum sign cabinet. Paint to match PT-1. S' £ J 9l .^f�w,mra I NY Power Authority Trowel finish exposed concrete. Z-2- Chamfered all edges. 4 Grade -- I I I Footing as required per i engineering. LEFT-HAND SIDE VIEW FRONT VIEW RIGHT-HAND SIDE VIEW SCALE 314'=1'-0' SCALE 3/,r=1'-0' SCALE 314'=I'-O' Gensler NEW YORK POWER AUTHORITY ENVIRONMENTS CONCEPT PACKAGE JULY 8,2020 11 J EXHIBIT C I Page 17 of 17 Host Site Agreement(Rev4; 07/24/2,023) Exhibit C EVolve NY-6 Chargers Straight-Line Depreciation Calculation Equipment Cost $ 1,500,000.00 Salvage Value $ - Period ' 10 years Depreciation rate 10% Book Value Year (Beginning of Depreciation Book Value (End of year) year) 1 $ 1,500,000.00 $ 150,000.00 $1,350,000.00 2 $ 1,350,000.00 $ 150,000.00 $1,200,000.00 3 $ 1,200,000.00 $ 150,000.00 $1,050,000.00 4 $ 1,050,000.00 $ 150,000.00 $ 900,000.00 5 $ 900,000.00 $ 150,000.00 $ 750,000.00 6 $ 750,000.00 $ 150,000.00 $ 600,000.00 7 $ 600,000.00 $ 150,000.00 $ 450,000.00 8 $ 450,000.00 $ 150,000.00 $ '300,000.00 9 $ 300,000.00 $ 150,000.00 $ 150,000.00 10 $ 150,000.00 $ 150,000.00 $ - SOUTH LD EVOlve Host Site Agreement Final Audit Report 2023-09-01 Created: 2023-08-17 By: Donna Keough(donna.keough@nypa.gov) Status: Approved Transaction ID: CBJCHBCAABAAK-GlOueixSngCNFGlgtt3uFYMhVg7gll "SOUTHOLD Evolve Host Site Agreement" History Document created by Donna Keough (donna.keough@nypa.gov) 2023-08-17-4:06:25 PM GMT-IP address:148.144.10.100 G-► Document emailed to scott.russell@town.southold.ny.us for approval 2023-08-21-1:41:40 PM GMT Email viewed by scott.russell@town.southold.ny.us 2023-08-21-2:58:44 PM GMT-IP address:24.38.28.228 Email viewed by scott.russell@town.southold.ny.us 2023-08-25-2:39:44 PM GMT-IP address:24.38.28.228 Email viewed by scott.russell@town.southold.ny.us 2023-08-30-2:42:57 PM GMT-IP address:24.38.28.228 Email viewed by scott.russell@town.southold.ny.us 2023-08-31-2:43:59 PM GMT-IP address:24.38.28.228 lSp Signer scott.russell@town.southold.ny.us entered name at signing as Scott A. Russell 2023-08-31-2:44:35 PM GMT-IP address:24.38.28.228 Document approved by Scott A. Russell (scott.russell@town.southold.ny.us) Approval Date:2023-08-31-2:44:37 PM GMT-Time Source:server-IP address:24.38.28.228 C'w Document emailed to John L. Canale Oohn.canale@nypa.gov)for approval 2023-08-31-2:44:39 PM GMT Email viewed by John L. Canale Oohn.canale@nypa.gov) 2023-09-01-1:53:10 PM GMT-IP address:104.47.64.254 00 Document approved by John L. Canale Qohn.canale@nypa.gov) Approval Date:2023-09-01 -1:53:29 PM GMT-Time Source:server-IP address: 148.144.10.100 =-� Adobe Acrobat Sign Agreement completed. 2023-09-01-1:53:29 PM GMT Adobe Acrobat Sign