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HomeMy WebLinkAboutMINUTES - 12062022 - FPD Completed Min PktCALENDAR FOR THE BOARD OF DIRECTORS CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT BOARD CHAMBERS, ADMINISTRATION BUILDING, 1025 ESCOBAR STREET MARTINEZ, CALIFORNIA 94553-1229 KAREN MITCHOFF, CHAIR FEDERAL D. GLOVER, VICE CHAIR JOHN GIOIA CANDACE ANDERSEN DIANE BURGIS MONICA NINO, CLERK OF THE BOARD AND COUNTY ADMINISTRATOR, (925) 655-2075 LEWIS T. BROSCHARD III , FIRE CHIEF As permitted by Government Code section 54953 (e), and in accordance with the County Public Health Officer’s recommendations for virtual meetings and social distancing, Board members may participate in the meeting remotely. The Board meeting will be accessible in-person, via television, and via live-streaming to all members of the public. Board meetings are televised live on Comcast Cable 27, ATT/U-Verse Channel 99, and WAVE Channel 32, and can be seen live online at www.contracosta.ca.gov. Persons who wish to address the board during public comment or with respect to an item on the agenda may comment in person or may call in during the meeting by dialing 888-278-0254 followed by the access code 843298#. A caller should indicate they wish to speak on an agenda item, by pushing "#2" on their phone. Access via Zoom is also available using the following link: https://cccounty-us.zoom.us/j/87344719204 . Those participating via Zoom should indicate they wish to speak on an agenda item by using the “raise your hand” feature in the Zoom app. To provide contact information, please contact Clerk of the Board at clerkoftheboard@cob.cccounty.us or call 925-655-2000. Meetings of the Board are closed-captioned in real time. Public comment generally will be limited to two minutes. Your patience is appreciated. A Spanish language interpreter is available to assist Spanish-speaking commenters. A lunch break or closed session may be called at the discretion of the Board Chair. Staff reports related to open session items on the agenda are also accessible online at www.contracosta.ca.gov. ANNOTATED AGENDA & MINUTES December 6, 2022   Present: Director Candace Andersen; Director Diane Burgis; Director Karen Mitchoff; Director Federal D. Glover Absent: Director John Gioia Staff Present:Monica Nino, County Administrator Lewis Broschard, Fire Chief            1:00 P.M. Convene and call to order.    Called to order at 1:50 p.m. Adjourned at 2:05 p.m   CONSIDER CONSENT ITEMS (Items listed as C.1 through C.4 on the following agenda) – Items are subject to removal from Consent Calendar by request of any Director. Items removed from the Consent Calendar will be considered with the Discussion Items.   PRESENTATIONS   PR.1 PRESENTATION to recognize Director Karen Mitchoff, upon her retirement as a Director of the Contra Costa County Fire Protection District, for her contributions to the residents of the Fire District and the greater fire service and Emergency Medical Services community within Contra Costa County. (Lewis T. Broschard III, Fire Chief)       AYE: Director Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover Other: Director John Gioia (ABSENT) DISCUSSION ITEMS   D.1 CONSIDER accepting a report from the Fire Chief providing a status summary for ongoing Fire District activities and initiatives. (Lewis Broschard, Fire Chief)       AYE: Director Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover Other: Director John Gioia (ABSENT) D.2 CONSIDER accepting a report from the Deputy Fire Chief providing a status summary for Contra Costa County Fire Protection District fire station construction projects. (Aaron J. McAlister, Deputy Fire Chief)       AYE: Director Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover Other: Director John Gioia (ABSENT) D.3 CONSIDER Consent Items previously removed.    There were no consent items removed for discussion.   D.4 PUBLIC COMMENT (2 Minutes/Speaker)    There were no requests to speak at public comment.   CONSENT ITEMS   C.1 Contra Costa County Fire Protection District (7300): APPROVE Appropriation and Revenue Adjustment No. 005026 authorizing new revenue in the amount of $96,000 from the State Homeland Security Grant Program and $1,750 from the CCCFPD General Operating Fund and appropriating the funds to Contra Costa County Fire Protection District for the purchase of a towable generator. (98% Federal grant; 2% CCCFPD general fund)       AYE: Director Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover Other: Director John Gioia (ABSENT) C.2 ADOPT the proposed 2023 meeting schedule for the Contra Costa County Fire Protection District Board of Directors, as recommended by the Fire Chief. (No fiscal impact)       AYE: Director Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover Other: Director John Gioia (ABSENT) C.3 APPROVE and AUTHORIZE the Fire Chief, or designee, to execute an Electric Vehicle Charger Purchase Agreement with Rivian, LLC, in an amount not to exceed $15,000 for the purchase and connectivity of five electric vehicle chargers. (100% Fire District General Fund)       AYE: Director Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover Other: Director John Gioia (ABSENT) C.4 Contra Costa County Fire Protection District (7300): APPROVE Appropriation and Revenue Adjustment No. 5019 authorizing new revenue in the amount of $141,600 from the State Homeland Security Grant Program and $14,100 from the CCCFPD General Operating Fund and appropriating it for the purchase of fourteen (14) portable radios. (89% Federal grant; 11% CCCFPD General Operating Fund)       AYE: Director Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover Other: Director John Gioia (ABSENT)   GENERAL INFORMATION The Board meets in its capacity as the Board of Directors of the Contra Costa County Fire Protection District pursuant to Ordinance Code Section 24-2.402. Persons who wish to address the Board of Directors should complete the form provided for that purpose and furnish a copy of any written statement to the Clerk. Any disclosable public records related to an open session item on a regular meeting agenda and distributed by the Clerk of the Board to a majority of the members of the Board of Directors less than 72 hours prior to that meeting are available for public inspection at 1025 Escobar Street, First Floor, Martinez, CA 94553, during normal business hours. All matters listed under CONSENT ITEMS are considered by the Board of Directors to be routine and will be enacted by one motion. There will be no separate discussion of these items unless requested by a member of the Board or a member of the public prior to the time the Commission votes on the motion to adopt. Persons who wish to speak on matters set for PUBLIC HEARINGS will be heard when the Chair calls for comments from those persons who are in support thereof or in opposition thereto. After persons have spoken, the hearing is closed and the matter is subject to discussion and action by the Board. Comments on matters listed on the agenda or otherwise within the purview of the Board of Directors can be submitted to the office of the Clerk of the Board via mail: Contra Costa County Fire Protection District Board of Directors, 1025 Escobar Street first floor, Martinez, CA 94553; by fax: 925-655-2006 or to clerkoftheboard@cob.cccounty.us. The District will provide reasonable accommodations for persons with disabilities planning to attend Board meetings who contact the Clerk of the Board at least 24 hours before the meeting, at (925) 655-2000. The Board of Directors’ agenda and meeting materials are available for inspection at least 96 hours prior to each meeting at the Office of the Clerk of the Board, 1025 Escobar Street,First floor, Martinez, California. Subscribe to receive the weekly Board Agenda by calling the Office of the Clerk of the Board, (925) 655-2000 or using the County's on line subscription feature at the County’s Internet Web Page, where agendas and supporting information may also be viewed: www.co.contra-costa.ca.us ADVISORY COMMISSION The Contra Costa County Fire Protection District Advisory Fire Commission is scheduled to meet next on Monday, [date], at 7:00 p.m. at their Administrative Office, 4005 Port Chicago Highway, Suite 250, Concord, CA 94520. AGENDA DEADLINE: Thursday, 12 noon, 12 days before the Tuesday Board meetings. Glossary of Acronyms, Abbreviations, and other Terms (in alphabetical order): The Contra Costa County Fire Protection District has a policy of making limited use of acronyms, abbreviations, and industry-specific language in its Board of Supervisors meetings and written materials. Following is a list of commonly used language that may appear in oral presentations and written materials associated with Board meetings: AB Assembly Bill ABAG Association of Bay Area Governments ACA Assembly Constitutional Amendment ADA Americans with Disabilities Act of 1990 AFSCME American Federation of State County and Municipal Employees ARRA American Recovery & Reinvestment Act of 2009 BAAQMD Bay Area Air Quality Management District BART Bay Area Rapid Transit District BayRICS Bay Area Regional Interoperable Communications System BGO Better Government Ordinance BOC Board of Commissioners CALTRANS California Department of Transportation CAER Community Awareness Emergency Response CAL-EMA California Emergency Management Agency CAO County Administrative Officer or Office CCE Community Choice Energy CBC California Building Code CCCPFD (ConFire) Contra Costa County Fire Protection District CCHP Contra Costa Health Plan CCTA Contra Costa Transportation Authority CCRMC Contra Costa Regional Medical Center CCWD Contra Costa Water District CFC California Fire Code CFDA Catalog of Federal Domestic Assistance CEQA California Environmental Quality Act CIO Chief Information Officer COLA Cost of living adjustment ConFire (CCCFPD) Contra Costa County Fire Protection District CPA Certified Public Accountant CPF – California Professional Firefighters CPI Consumer Price Index CSA County Service Area CSAC California State Association of Counties CTC California Transportation Commission dba doing business as EBMUD East Bay Municipal Utility District ECCFPD East Contra Costa Fire Protection District EIR Environmental Impact Report EIS Environmental Impact Statement EMCC Emergency Medical Care Committee EMS Emergency Medical Services et al. et alii (and others) FAA Federal Aviation Administration FEMA Federal Emergency Management Agency FTE Full Time Equivalent FY Fiscal Year GIS Geographic Information System HCD (State Dept of) Housing & Community Development HHS (State Dept of ) Health and Human Services HOV High Occupancy Vehicle HR Human Resources HUD United States Department of Housing and Urban Development IAFF International Association of Firefighters ICC International Code Council IFC International Fire Code Inc. Incorporated IOC Internal Operations Committee ISO Industrial Safety Ordinance JPA Joint (exercise of) Powers Authority or Agreement Lamorinda Lafayette-Moraga-Orinda Area LAFCo Local Agency Formation Commission LLC Limited Liability Company LLP Limited Liability Partnership Local 1 Public Employees Union Local 1 Local 1230 Contra Costa County Professional Firefighters Local 1230 MAC Municipal Advisory Council MBE Minority Business Enterprise MIS Management Information System MOE Maintenance of Effort MOU Memorandum of Understanding MTC Metropolitan Transportation Commission NACo National Association of Counties NEPA National Environmental Policy Act NFPA National Fire Protection Association OES-EOC Office of Emergency Services-Emergency Operations Center OPEB Other Post Employment Benefits OSHA Occupational Safety and Health Administration PACE Property Assessed Clean Energy PARS Public Agencies Retirement Services PEPRA Public Employees Pension Reform Act RFI Request For Information RFP Request For Proposal RFQ Request For Qualifications SB Senate Bill SBE Small Business Enterprise SEIU Service Employees International Union SUASI Super Urban Area Security Initiative SWAT Southwest Area Transportation Committee TRANSPAC Transportation Partnership & Cooperation (Central) TRANSPLAN Transportation Planning Committee (East County) TRE or TTE Trustee TWIC Transportation, Water and Infrastructure Committee UASI Urban Area Security Initiative UCOA United Chief Officers Association vs. versus (against) WAN Wide Area Network WBE Women Business Enterprise WCCTAC West Contra Costa Transportation Advisory Committee RECOMMENDATION(S): PRESENTATION to recognize Director Karen Mitchoff, upon her retirement as a Director of the Contra Costa County Fire Protection District, for her contributions to the residents of the Fire District and the greater fire service and Emergency Medical Services community within Contra Costa County. FISCAL IMPACT: No fiscal impact. BACKGROUND: Fire Chief Lewis T. Broschard III will make a presentation to recognize Director Karen Mitchoff, upon her retirement as a Director of the Contra Costa County Fire Protection District. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 12/06/2022 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover, Director ABSENT:John Gioia, Director Contact: Lewis T. Broschard III, Fire Chief (925) 941-3300 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: December 6, 2022 Monica Nino, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: PR.1 To:Contra Costa County Fire Protection District Board of Directors From:Lewis T. Broschard III, Chief, Contra Costa Fire Protection District Date:December 6, 2022 Contra Costa County Subject:Recognition of Director Karen Mitchoff RECOMMENDATION(S): ACCEPT a report from the Fire Chief providing a status summary for ongoing Fire District activities and initiatives. (No fiscal impact) FISCAL IMPACT: No fiscal impact. BACKGROUND: At the request of the Contra Costa County Fire Board of Directors, the Fire Chief is providing a report on the status and progress of the various District initiatives. CONSEQUENCE OF NEGATIVE ACTION: The Board would not receive the most up to date information regarding ongoing Fire District activities and initiatives. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 12/06/2022 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover, Director ABSENT:John Gioia, Director Contact: Lewis T. Broschard III, Fire Chief (925) 941-3300 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: December 6, 2022 Monica Nino, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D.1 To:Contra Costa County Fire Protection District Board of Directors From:Lewis T. Broschard, III, Chief, Contra Costa Fire Protection District Date:December 6, 2022 Contra Costa County Subject:Fire Chief's Report - December 6, 2022 ATTACHMENTS Fire Chief's Report - December 2022 CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT . 4005 Port Chicago Highway, Suite 250 • Concord, CA 94520-1180 Telephone: (925) 941-3300 • Fax: (925) 941-3309 • www.cccfpd.org 000. December 6, 2022 TO: Board of Directors FROM: Lewis T. Broschard III, Fire Chief RE: Fire Chief’s Report ______________________________________________________________________  Operations Update. On November 16, we announced reduction of initial vegetation fire responses to a single fire engine due to soaking rains, signaling the end of heightened fire danger which commenced on May 6. This year’s period of seasonal fire danger lasted 187 days, six days short of the previous year. Through November 11, the District dispatched crews to 1,718 grass, vegetation, and other exterior fires, a 12 percent increase over 2021. The vast majority of this year’s fires were held to less than 10 acres. The p revious year’s total dispatches for the heightened fire danger period were 1,528. Fourteen fires exceeded 10 acres. Of these, only three burned more than 100 acres before being brought under control. All of the season’s fires were caused by some sort of human activity with 48 known to have been caused by illegal fireworks use. Another 599 began in or near homeless encampments or were otherwise started by transients. No residents were displaced by wildfire incidents in 2022. Despite the increase, the District fared well with fire service preparation and planning, resident participation, early reporting, rapid and overwhelming responses, and favorable weather patterns in recent weeks all making a difference .  Fire Prevention Update. In November, we experienced an increase in fatal fires across the District, including a double fatal fire at Countrywood Townhomes in Walnut Creek and a fatal tent fire in Concord. Both of these fires were determined to be accidental, and public outreach was conducted in both areas to provide fire safety tips. State-mandated fire inspections were just over 97% complete at the end of November, with all mandated inspections projected for completion by the end of the year. As mandated inspections are completed, inspectors will be focusing remaining time on re-inspections. Fire Chief’s Report – December 6, 2022 Page 2 Captain Ryan Graham, fire investigation unit supervisor, has been accepted in the ATF's Explosives/Accelerant Detection Canine Program and is currently in Virginia at the ATF K-9 Training Academy with Baxter, our new explosives and accelerant detection K-9. Both are set to graduate on December 16 and will be back in the county and available for providing this new and important service beginning December 19. This new resource will be a tremendous asset for fire investigators in Contra Costa County and, if requested by ATF, across northern California. The Bureau welcomed four new Fire Inspector Is on December 1. An additional Fire Inspector II will join the team on January 3. These inspectors will be fully trained and performing inspections in January.  Paramedic Program Update. In response to the industry- wide paramedic shortage, the District continues to sponsor firefighter candidates for training to support our ability to provide Advanced Life Support EMS districtwide. As a result of these efforts, three firefighters completed their year-long training process this month and are expected to be on duty as paramedics in the next month. Seven additional firefighters are continuing to train for their eventual certifications next year.  Pinole Contract Update. The Contra Costa LAFCO approved our out of area service contract at their November 9 meeting. District staff continues to work with Pinole FD and city staff on logistics and planning for the scheduled March 1, 2023 transition of service to the District. RECOMMENDATION(S): ACCEPT a report from the Deputy Fire Chief providing a status summary for Contra Costa County Fire Protection District fire station construction projects. FISCAL IMPACT: Status report only. No fiscal impact. BACKGROUND: At the request of the Contra Costa County Fire Board of Directors, the Deputy Fire Chief is providing a report on the status and progress of District fire station construction projects. CONSEQUENCE OF NEGATIVE ACTION: The Board would not receive a status summary for Contra Costa County Fire Protection District fire station construction projects APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 12/06/2022 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover, Director ABSENT:John Gioia, Director Contact: Aaron McAlister, Deputy Fire Chief (925) 941-3300 x1101 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: December 6, 2022 Monica Nino, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D.2 To:Contra Costa County Fire Protection District Board of Directors From:Lewis T. Broschard III, Chief, Contra Costa Fire Protection District Date:December 6, 2022 Contra Costa County Subject:Update on Fire Station Construction Projects - December 6, 2022 ATTACHMENTS Construction Project Update CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT . 4005 Port Chicago Highway, Suite 250 • Concord, CA 94520-1180 Telephone: (925) 941-3300 • Fax: (925) 941-3309 • www.cccfpd.org 000. December 6, 2022 TO: Board of Directors FROM: Aaron J. McAlister, Deputy Fire Chief RE: Update on Fire Station Construction Projects  Fire Station 54 – Downtown Brentwood Demolition of the former downtown station is now complete. Staff remains in the investigation phase of a lot line adjustment on both side s of the project. Making modifications to the lot line on both sides would increase the functionality of the fire station.  Contra Costa Regional Fire Communications Center (CCRFCC) – Pleasant Hill The architect is now developing full buildable plans for the remodel of the communications center. The goal is to go out to bid in spring 2023.  Fire Station 51 – Brentwood Surveying of the site has been completed. We will soon begin the environmental assessments leading us to CEQA compliance. As there are $1.5 Million in federal funds involved in this project, staff recently met with HUD to ensure we are in full compliance with HUD NEPA in order to meet federal environmental requirements. This facility will be located at Empire and Grant in Brentwood. In addition to a fire station, a branch office for the Fire Prevention Division will be located on this site. Meetings with the architect are ongoing as we refine the layout and needs of the facility. This project is being completed using the design build delivery method.  Fire Station 9 – Pacheco All environmental documents have been packaged and sent to the FAA for review and consideration of the non-aviation use of the proposed site. We expect to hear back from the FAA in January 2023. Fire District staff continue to work with other County staff to identify long-term solutions to drainage and permitting requirements that must be solved in order to advance the project further. If these challenges are not solved in the next quarter, the F ire District may be forced to consider alternative sites. RECOMMENDATION(S): APPROVE Appropriation and Revenue Adjustment No.005026 authorizing new revenue in the amount of $96,000 from the Federal Emergency Management Agency, U.S. Department of Homeland Security, California Governor's Office of Emergency Services, State Homeland Security Grant Program (SHSGP) and $1,750 from the CCCFPD General Operating Fund and appropriation of the funds to the Contra Costa County Fire Protection District (7300) for the purchase of a towable generator. (98% Federal grant; 2% CCCFPD General Operating Fund)) FISCAL IMPACT: 98% Federal grant; 2% CCCFPD General Operating Fund ($96,000 funded from the State Homeland Security Grant Program (SHSGP) and $1,750 from CCCFPD General Operating Fund). The quoted price for the towable generator is $97,750. BACKGROUND: On February 4, 2020, the Contra Costa County Fire Protection District Board of Directors authorized the Fire Chief, or designee, to apply for and accept grant funding for the purchase of a towable 125 kilowatt emergency power generator. The Fire District was awarded $96,000 from the FY 2020 State Homeland Security Grant Program toward the purchase of the generator and expects to receive the grant funds in FY 2022/23.. The generator will provide the Fire District and its operational area's critical infrastructure with emergency power in instances of power failure or Public Safety Power Shutoffs. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 12/06/2022 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover, Director ABSENT:John Gioia, Director Contact: Elizabeth Patterson, Fiscal Officer 925-941-3300 x 1302 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: December 6, 2022 Monica Nino, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C.1 To:Contra Costa County Fire Protection District Board of Directors From:Lewis T. Broschard III, Chief, Contra Costa Fire Protection District Date:December 6, 2022 Contra Costa County Subject:Appropriation and Revenue Adjustment - FY20 SHSGP Towable Generator Purchase CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, grant funds representing 98% of the cost will not be available for the purchase of a towable generator; and, in the event of power failure, the Fire District could potentially be unable to supply sufficient emergency power to its operational area. AGENDA ATTACHMENTS TC24/27 AP005026 MINUTES ATTACHMENTS Signed Approp Adj 5026 12/1/22 12/1/22 RECOMMENDATION(S): ADOPT the attached proposed 2023 meeting schedule for the Contra Costa County Fire Protection District Board of Directors. FISCAL IMPACT: No fiscal impact. BACKGROUND: Each year, the Contra Costa County Fire Protection District Board of Directors adopts a meeting schedule that designates regular meeting dates. The proposed 2023 meeting schedule (attached) provides 12 meetings for the Contra Costa County Fire Protection District Board of Directors. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 12/06/2022 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover, Director ABSENT:John Gioia, Director Contact: Lewis T. Broschard III, Fire Chief (925) 941-3300 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: December 6, 2022 Monica Nino, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C.2 To:Contra Costa County Fire Protection District Board of Directors From:Lewis T. Broschard III, Chief, Contra Costa Fire Protection District Date:December 6, 2022 Contra Costa County Subject:2023 Meeting Schedule for the Contra Costa County Fire Protection District Board of Directors ATTACHMENTS Proposed 2023 Meeting Schedule CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT Board of Directors Proposed 2023 Meeting Schedule DATE ROOM TIME January 17 Board Chambers 1:00 p.m. February 7 Board Chambers 1:00 p.m. March 7 Board Chambers 1:00 p.m. April 25 Board Chambers 1:00 p.m. May 16 Board Chambers 1:00 p.m. June 13 Board Chambers 1:00 p.m. July 11 Board Chambers 1:00 p.m. August 8 Board Chambers 1:00 p.m. September 12 Board Chambers 1:00 p.m. October 10 Board Chambers 1:00 p.m. November 7 Board Chambers 1:00 p.m. December 5 Board Chambers 1:00 p.m. 4005 Port Chicago Highway, Suite 250 • Concord, CA 94520-1180 Telephone: (925) 941-3300 • Fax: (925) 941-3309 • www.cccfpd.org RECOMMENDATION(S): APPROVE and AUTHORIZE the Fire Chief, or designee, to execute an Electric Vehicle Charger Purchase Agreement with Rivian, LLC, in an amount not to exceed $15,000, for the purchase and connectivity of five electric vehicle chargers. FISCAL IMPACT: The cost to the District is $15,000 for the initial purchase of five (5) Rivian fleet chargers. Additional installation costs of approximately $1,000 to $15,000 per charger, depending on whether or not trenching is necessary for installation, will be required along with a monthly connectivity fee of $25 per charger beginning six (6) months after purchase. Total costs for the procurement and installation of the chargers will range from $40,000 to $90,000. Costs for the initial purchase of the chargers will be paid from funds in the District's Support Services facilities program budget and installation costs will be paid from the specific site program budget where the charger is to be installed. BACKGROUND: On June 7, 2022, the Board approved the purchase of two (2) Rivian zero emission vehicle ("ZEV") pickup trucks. The District took delivery of the new electric vehicles APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 12/06/2022 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover, Director ABSENT:John Gioia, Director Contact: Assistant Chief/Fire Marshal Chris Bachman, (925) 260-6881 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: December 6, 2022 Monica Nino, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C.3 To:Contra Costa County Fire Protection District Board of Directors From:Lewis T. Broschard III, Chief, Contra Costa Fire Protection District Date:December 6, 2022 Contra Costa County Subject:Electric Vehicle Charger Purchase Agreement with Rivian, LLC BACKGROUND: (CONT'D) in October 2022. This action is requesting approval to execute an agreement for the purchase of chargers for these vehicles. Currently, the ZEVs are primarily being charged at public fast DC chargers or at the District's training grounds from a normal 110v wall outlet. When charging the vehicles from a 110v outlet it can take 36-48 hours to get the vehicle back to a 85% charged level. The public DC fast chargers can charge the vehicle in 30-45 minutes, but these public sites often have a line of vehicles waiting to access them which will continue to be the case until more EV charging stations are established throughout the County. It should also be noted that the DC fast chargers are more expensive per kWh making them a less practical option for a long-term primary charging method. The Electric Vehicle Charger Purchase Agreement will cover all chargers purchased through Rivian, LLC for the Rivian R1T model vehicles. Under this Agreement, the cost of each charger is $1,600 without the pedestal and $2,550 with a pedestal. Each charger will have a monthly connectivity fee of $25 beginning six (6) months after purchase. The purchase of one (1) charger is expected immediately upon Board approval and will be installed at the District's training grounds located at 2945 Treat Boulevard in Concord. An additional four (4) chargers are anticipated to be purchased in the next 12 months. Total cost to purchase the five (5) chargers will not exceed $15,000 with tax and shipping charges. The additional chargers will most likely be placed only on District property, throughout the County, in locations determined most efficient for use by the Rivian vehicles. If these Level 2 chargers are approved, they will recharge the vehicles back to 85% charge after use in six to eight hours. CONSEQUENCE OF NEGATIVE ACTION: Without rapid chargers installed at District facilities, keeping the vehicles fully charged will remain difficult. Staff will need to use existing public sites which are more costly and availability is subject to demand and use by the public. ATTACHMENTS Rivian Charger Agreement Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 1 RIVIAN EV CHARGER PURCHASE AGREEMENT This Rivian EV Charger Purchase Agreement (this “Agreement”) is effective as of 18-Oct-2022 (the “Effective Date”), by and between Rivian, LLC a Delaware limited liability company (“Rivian”), and Contra Costa County Fire Protection District (“Purchaser”). Rivian and Purchaser are sometimes referred to in this Agreement, collectively, as the “Parties” and each, individually, as a “Party”. In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows: 1. PRODUCTS AND SERVICES. 1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Rivian agrees to sell to Purchaser, and Purchaser agrees to purchase from Rivian, electric vehicle chargers and related equipment (“Products”), and related services (the “Services”), in each case, as described in one or more SOWs (defined below) executed by the Parties from time to time during the term of this Agreement. 1.2 Statements of Work. The initial statement of work (“SOW”) is attached hereto as Exhibit A. Each SOW shall, as applicable, contain: (a) a reference to this Agreement; (b) a description of the Products and Services to be provided by Rivian; (c) the schedule for completion of any Services or delivery of any Products; (d) the quantity of any Products to be provided by Rivian; (e) the prices for the Products and Services and a payment schedule; and (f) such additional information as the Parties may wish to include. Executed SOWs are non-cancelable, non-returnable and non-refundable. All SOWs are subject to the terms of this Agreement and are incorporated herein by reference. 1.3 Rivian Portal. The Products are designed to work in conjunction with Rivian’s cloud-based application services and/or Rivian’s mobile device software application (collectively, the “Portal”). To access the Portal, Purchaser must enter into a separate agreement with Rivian. 2. PAYMENT TERMS. 2.1 Purchase Price. Purchaser shall pay to Rivian the prices for the Products and Services as set forth in the applicable SOW. Purchaser shall make all payments in United States dollars by ACH or wire transfer to an account designated by Rivian in writing from time to time. The prices set forth in the applicable SOW will include all shipping, transportation, warehousing, insurance and other charges and costs associated with shipment of the Products to Purchaser. 2.2 Invoices. Rivian will invoice Purchaser for any Services in accordance with the applicable SOW. Unless otherwise stated in an SOW, Rivian will invoice Purchaser for the Products upon the first to occur of the following (i) the passage of 60 calendar days from the shipment date of such Products and (ii) upon activation of such Products. 2.3 Payment Terms. Purchaser shall pay all invoices within 30 calendar days of the date of such invoice. Purchaser shall notify Rivian in writing of any dispute with any invoice, along with a reasonably detailed description of the dispute, within 10 calendar days from Purchaser’s receipt of such invoice. Purchaser will be deemed to have accepted all invoices for which Rivian does not receive timely notification of disputes, and shall pay all undisputed amounts due under such invoices within the period set forth in this Section 2.3. DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 2 2.4 Late Payments. Except for invoiced payments that Purchaser has timely disputed, Purchaser shall reimburse Rivian for all costs incurred in collecting any late payments, including reasonable attorneys’ fees. In addition to all other remedies available under this Agreement or at law, if Purchaser fails to pay any undisputed amounts when due under this Agreement, Rivian may (a) suspend delivery of any Products or Services; or (b) terminate this Agreement or the applicable SOW pursuant to the terms of Section 14. 2.5 Taxes. All prices, fees, and other amounts payable by Purchaser under this Agreement are exclusive of taxes and similar assessments. Purchaser will be responsible for all sales, use, ad valorem, VAT, property, and excise taxes, and any other similar taxes, duties, tariffs, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Purchaser under this Agreement, other than any taxes imposed on Rivian’s income. Additionally, if Purchaser permits third parties to use the Products for a fee, Purchaser shall be solely responsible for determining, calculating, collecting and remitting any federal, state, or excise tax due on any amounts received by Purchaser from users of the Products. 2.6 No Set-off Right; No Right of Return. Invoiced amounts are not subject to reduction by set-off or otherwise without the prior written consent of Rivian. All sales are final and Purchaser shall have no right of return. 3. SHIPMENT AND DELIVERY OF PRODUCTS. 3.1 Shipment. Rivian shall select the method of shipment of, and the carrier for, the Products. Rivian may, at its sole discretion, without liability or penalty, make partial shipments of Products to Purchaser. Each shipment will constitute a separate sale, and Purchaser shall pay for the units shipped whether such shipment is in whole or partial fulfillment of an SOW. 3.2 Delivery. The Products will be delivered to Purchaser at the addresses and in the amounts set forth in the applicable SOW. The Products shall be delivered [DAP Purchaser’s delivery location set forth in the applicable SOW]. Any time quoted for delivery is an estimate only. Rivian is not liable for any loss or damage arising from any failure to deliver or delay in delivery of any Products. However, if Rivian delays shipment of all or any Products more than 30 days after the estimated delivery date provided by Rivian to Purchaser (“Delivery Delay”), then Purchaser may, as its sole and exclusive remedy therefor, cancel the related SOW with respect to the delayed Products affected by the Delivery Delay by giving Rivian notice within 10 days of the Delivery Delay. Purchaser shall not be relieved of its obligations under this Agreement (including its obligation to accept delivery of any remaining installments of Products) due to any delay in the shipment or delivery of any Products. 3.3 Title and Risk of Loss. Unless otherwise stated in an applicable SOW, title to the Products passes to Purchaser upon delivery of such Products. Risk of loss or damage to all Products will remain with Rivian until such Products are delivered and such risk will transfer to Purchaser at such time. 4. INSTALLATION. Unless otherwise expressly agreed to by the Parties in an SOW, Purchaser will be solely responsible for installing and provisioning the Products at its facilities and for the costs thereof. If the Parties agree for Rivian to arrange for installation of any Products: (a) a description of such installation services and fees shall be set forth in an applicable SOW; (b) Purchaser will provide the necessary access and rights to allow Rivian or its service provider to install such Products; and (c) Purchaser will cooperate with Rivian or its service provider as to the installation of the Products. 5. COMPREHENSIVE MAINTENANCE SERVICES. If the Parties agree for Rivian to provide comprehensive maintenance services for the Products: (a) a description of such comprehensive maintenance services and fees shall be set forth in an applicable SOW; (b) Purchaser will provide the necessary access DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 3 and rights to allow Rivian or its service provider to inspect such Products; and (c) Purchaser will cooperate with Rivian or its service provider as to the servicing of the Products. 6. SOFTWARE UPDATES. During the term of this Agreement, to the extent that Rivian makes generally available to all of its customers any software fixes, new versions or new releases (collectively, “Updates”) of the software incorporated in the Products, Rivian will make such Updates available to Purchaser for the Products supplied pursuant to this Agreement in whatever manner Rivian decides including over the air updates. Purchaser agrees to install such Updates promptly. 7. PRODUCT WARRANTY. 7.1 Limited Warranty. Products are covered by the terms of a limited warranty, which is available at Rivian.com/legal, and is hereby incorporated into this Agreement. Purchaser has no right to return for repair, replacement, credit, or refund any Products except as set forth in the limited warranty. 7.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE LIMITED WARRANTY, RIVIAN MAKES NO REPRESENTATION OR WARRANTY, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO THE PRODUCTS AND SERVICES (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RIVIAN DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES WILL MEET PURCHASER’S REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE. PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY MADE BY RIVIAN, OR ANY OTHER PERSON ON RIVIAN’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THE LIMITED WARRANTY. 8. LIMITATION OF LIABILITY. 8.1 Disclaimer of Indirect Damages. EXCEPT FOR (A) ITS INDEMNIFICATION OBLIGATIONS HEREUNDER; (B) ITS BREACH OF ANY INTELLECTUAL PROPERTY OR CONFIDENTIALITY PROVISIONS HEREIN (INCLUDING ANY LIMITATIONS OR RESTRICTIONS ON USE OF THE PRODUCTS); OR (C) PURCHASER’S OBLIGATION TO PAY ALL AMOUNTS DUE TO RIVIAN HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR THE LOSS OF PROFITS OR REVENUES, ARISING OUT OF OR RELATED TO THE PRODUCTS, SERVICES, OR THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. 8.2 Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, RIVIAN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO RIVIAN PURSUANT TO THIS AGREEMENT FOR THE SPECIFIC PRODUCT(S) OR SERVICES GIVING RISE TO THE CLAIM. 8.3 Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT RIVIAN HAS SET ITS FEES IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE. DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 4 9. PURCHASER REPRESENTATIONS, WARRANTIES AND COVENANTS. 9.1 Purchaser Representations and Warranties. Purchaser expressly represents and warrants to Rivian that: (a) Purchaser is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (b) Purchaser has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; and (c) Purchaser has obtained and will maintain any applicable approvals, registrations, licenses, inspections, permits, or the like with regard to performance under this Agreement. 9.2 Environmental Attributes. To the fullest extent permitted by applicable laws and as part of the consideration for the sale of the Products, Purchaser agrees to transfer any and all, current or future, credits, benefits, offsets, allowances, capacity attributes, verified emission reductions, voluntary emission reductions, avoided compliance costs, emission rights and authorizations and emissions reduction recognition in any form, arising under any federal, state, local or other law or regulation, or any emission reduction registry, trading system, or reporting or reduction program, that is now in effect, subsequently amended, or enacted or adopted hereafter, in any way arising out of or relating to the Products sold to Purchaser under this Agreement (collectively, the “Environmental Attributes” associated with the Products to Rivian. Purchaser will undertake any and all actions necessary to effect (a) the transfer of all Environmental Attributes to Rivian and (b) the recognition of Rivian as the owner of those Environmental Attributes. Rivian shall have a right to all Environmental Attributes that exist now or will exist in the future. All Environmental Attributes shall be the sole and exclusive property of Rivian to transfer, sell, hold, or convey at its sole and absolute discretion. Purchaser agrees that it will not separately sell, transfer, assign, or otherwise convey Environmental Attributes to any third party.Site Maintenance. Purchaser, at Purchaser’s sole cost and expense, shall maintain the sites where any Products are installed in good order and condition and in a manner that is: (a) free from any obstructions, hazards or anything else that could impair or inhibit access to, or the operation or maintenance of the Products; and (b) well-manicured, free and clear of any excess debris, brush, roots, trees, or trash. 10. OWNERSHIP OF CHARGING DATA. Purchaser acknowledges and agrees that when an electric vehicle is connected to a Product for charging, the Product and/or the Portal may collect data concerning the vehicle being charged (“Charging Data”) and the Product and/or the Portal may transmit such Charging Data to Rivian. As between the Parties, Charging Data shall be the sole property of Rivian and shall be considered Rivian Confidential Information (as defined in Section 12.1). Purchaser has no right or license to any Charging Data and Rivian reserves all rights in Charging Data. 11. INTELLECTUAL PROPERTY. 11.1 Intellectual Property Defined. Intellectual Property means any intellectual property rights or similar proprietary rights in any jurisdiction, whether registered or unregistered, including such rights in and to: (a) trademarks and pending trademark applications, trade dress, service marks, certification marks, logos, domain names, uniform resource locators, trade names and fictional business names, together with all translations, adaptations, derivations and combinations and like intellectual property rights, together with all goodwill associated with the foregoing, (b) issued patents and pending patent applications, and any and all divisions, continuations, continuations-in-part, reissues, renewals, provisionals, continuing patent applications, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and like rights, inventions, invention disclosures, discoveries and improvements, whether or not patentable, (c) works of authorship, all copyrightable works (including software) and all copyrights including all applications, registrations, and renewals thereof, and all rights corresponding thereto, (d) trade secrets, proprietary business, technical and know-how information, non-public information, and confidential DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 5 information and rights to limit the use or disclosure thereof by any Person, (e) mask works, and (f) moral rights. 11.2 Ownership. As between the Parties, all right, title and interest in and to any Intellectual Property related in any way to the Products is, and shall remain, the exclusive property of Rivian. Nothing in this Agreement shall constitute or construe any sale, assignment, or transfer of any of Rivian’s Intellectual Property. Any goodwill derived from the use by Purchaser of the Products or Rivian’s Intellectual Property inures to the benefit of Rivian. 11.3 Purchaser’s Prohibited Acts. Purchaser shall not and shall not engage others to: (a) adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any Products, or any component thereof, or otherwise attempt to obtain Charging Data or derive the source code or underlying technology, methodologies or algorithms of any Products; (b) create derivative works based on the Products; (c) copy, frame or mirror any part or content of the Products; (d) interfere with, modify or disable any features or functionality of any Products; (e) make any claim or take any action adverse to Rivian’s ownership of Rivian’s Intellectual Property Rights; (f) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Products, Rivian’s Intellectual Property, or Rivian; (g) develop competing products or services or copy any features, functions, interface, or graphics of the Products; or (h) alter, obscure or remove any Rivian trademarks, patent, trademark or copyright notices, or any other proprietary rights notices placed on the Products, marketing materials or other materials that Rivian may provide pursuant to this Agreement. 11.4 Use of Marks. (a) Rivian Marks. Purchaser shall not use, and shall not have any right to use, the names, logos, symbols and/or any other trademarks of Rivian or its respective affiliates (collectively, the “Rivian Marks”) unless and until each such use is approved in advance and in writing by Rivian (or such other Rivian affiliate that owns the Rivian Mark) in accordance with Section 10.4(b) below. Any uses of the Rivian Marks approved by Rivian shall at all times comply with the guidelines made available to Purchaser by Rivian from time to time. All uses by Purchaser and any goodwill therein inure to the benefit of Rivian (and/or its designees). Purchaser’s permission to use the Rivian Marks may be withdrawn by Rivian at any time at its sole discretion upon prior written notice to Purchaser, and in such event Purchaser shall cease use of the Rivian Marks within 10 days of receipt of such notice or within such other time period as may be agreed in writing between Rivian and Purchaser. (b) Review Process. Purchaser shall submit a mock-up depicting use and context at least five business days prior to planned public release of any material incorporating a Rivian Mark and such use shall be subject to Rivian’s prior written approval. Rivian shall use commercially reasonable efforts to approve or disapprove the proposed use within such five business days of Purchaser’s submission. Any submission not approved or disapproved by Rivian within five business days of submission shall be considered disapproved. 12. CONFIDENTIALITY. 12.1 Definition. “Confidential Information” means information that is disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder during the term of this Agreement that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, except that “Confidential Information” shall not include any information that (a) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the Receiving Party; (b) is rightfully in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 6 Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition, the terms and conditions of this Agreement and any SOW shall be deemed to be Confidential Information of both Parties; provided, however, that nothing in this Agreement shall be construed to prevent Rivian from duplicating the terms of this Agreement in agreements with other parties, incorporating such terms in its general policies, or stating that any such terms apply to other customers, provided that Rivian does not make specific reference to Purchaser in any such agreement, general policy or statement. 12.2 General Obligations. Each Party agrees that it will during the term of this Agreement and thereafter: (a) not disclose the other Party’s Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use the other Party’s Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose the other Party’s Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 12; and (d) protect all Confidential Information of the other Party from unauthorized use, access or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) a Party from disclosing Confidential Information of the other Party to the extent required by applicable law, rule or regulation (including a court order or other government order) or the rules and regulations of the SEC or any national securities exchange; provided that such Party provides the other Party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other Party to seek confidential treatment thereof, to the extent such cooperation is requested by the other Party; or (ii) a Party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirors (provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 12; provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such Party, as applicable). 12.3 Return or Destruction. Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party’s Confidential Information in tangible form, upon the termination or expiration of this Agreement; provided that (a) Receiving Party may retain a copy of Disclosing Party’s Confidential Information solely for the purposes of tracking Receiving Party’s rights and obligations hereunder with respect thereto; (b) Receiving Party may retain copies of Disclosing Party’s Confidential Information solely to the extent required by law or by applicable professional standards which require such Party to retain copies of its working papers; and (c) Receiving Party may retain Disclosing Party’s Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination or expiration. 12.4 Feedback. Notwithstanding the above or anything to the contrary herein, if Purchaser or any of its employees, agents or contractors send, transmit or otherwise communicate to Rivian any information or materials suggesting or recommending changes to the Products, including suggestions for new features or functionality, or any comments, questions or other suggestions (collectively, “Feedback”), the Feedback shall not be considered Confidential Information of Purchaser, and Rivian shall be free to use, disclose, and otherwise exploit in any manner, the Feedback without restriction, for any purpose and without any payment to Purchaser. DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 7 13. INDEMNIFICATION. 13.1 Rivian Indemnification. Rivian will defend, indemnify and hold harmless Purchaser and its officers, directors, successors and permitted assigns from and against any and all claims, actions, liabilities, losses, damages, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) to the extent arising from any third party claim alleging: (a) that any of the Products or Purchaser’s use thereof infringes any Intellectual Property of a third party, or (b) any bodily injury, death of any person or damage to real or tangible property to the extent caused by a defective Product. Notwithstanding anything to the contrary in this Agreement, Rivian will not be liable under this Section 13.1, and have no obligation to defend, indemnify or hold Purchaser harmless, if such Losses arise out of or result from: (i) Purchaser’s negligence or more culpable act or omission (including recklessness or willful misconduct); (ii) use of the Products by Purchaser or any third party in a manner that is not approved by Rivian; (iii) any modification of the Products (excluding any modifications performed by Rivian); or (iv) use of the Products with any other software, hardware or other goods or services that are not approved by Rivian. Notwithstanding anything to the contrary in this Agreement, this Section 13.1 does not apply to any claim for which a sole or exclusive remedy is provided for under this Agreement. 13.2 Purchaser Indemnification Obligation. Purchaser will defend, indemnify and hold harmless Rivian, its affiliates and their respective officers, directors, , successors and permitted assigns from and against any and all Losses arising from any third party claim alleging: (a) any bodily injury, death of any person or damage to real or tangible property arising out of or related to the acts or omissions of Purchaser; (b) any failure by the Purchaser to comply with any applicable laws; (c) use of the Products by Purchaser in a manner that is not approved by Rivian; (d) any modification of the Products by Purchaser in a manner that is not approved by Rivian; or (e) failure to pay any applicable sales, use, ad valorem, property, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Purchaser under this Agreement. 13.3 Indemnification Procedure. The indemnified Party shall give the indemnifying Party prompt written notice of any claim for which indemnification is sought. Failure to give notice will not diminish the indemnifying Party’s indemnification obligation, except to the extent that the indemnifying Party is materially prejudiced by such failure. When provided notice of a claim subject to indemnification, the indemnifying Party, at the indemnifying Party’s expense, will undertake defense of such claim. In no event will the indemnifying Party agree to any settlement of a claim subject to indemnification hereunder without the express written consent of the indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The indemnified Party will cooperate in good faith in such defense at the indemnifying Party’s expense. (a) Intellectual Property Indemnification Procedure. Subject to Section 13.1(i)-(iv), if the Products, or any part of the Products, become the subject to a claim of a third party that qualifies for intellectual property indemnification coverage under Section 13.1(a), Rivian shall, at Rivian’s cost and expense and at Rivian’s sole discretion: (i) Notify Purchaser in writing to cease using all or a part of the Products, in which case, Purchaser shall immediately cease all such use of such Products upon receipt of Rivian’s notice; and (ii) Either: (A) promptly procure for Purchaser the right to continue using the Products, (B) replace or modify the Products to make them non-infringing, or (C) credit or refund the applicable purchase price of such Product, or a proportionate amount if only a portion of the Product is affected, less any applicable discounts, rebates, or credits. DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 8 (iii) PURCHASER AGREES THAT THIS SECTION 13.3(a) SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF RIVIAN AND PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO SECTION 13.1(a). 14. TERM AND TERMINATION; SURVIVAL. 14.1 Term. This Agreement shall become effective on the Effective Date and will continue until terminated in accordance with this Section. 14.2 Rivian’s Right to Terminate. Rivian may immediately terminate this Agreement, or any SOW, upon written notice to Purchaser: (a) if Purchaser fails to pay any amount when due under this Agreement; (b) if Purchaser breaches any provision of this Agreement and either the breach cannot be cured as determined by Rivian at its sole discretion or, if the breach can be cured as determined by Rivian at its sole discretion, it is not cured by Purchaser within 10 days after Purchaser’s receipt of written notice of such breach; (c) if Purchaser repudiates or threatens to breach any of the terms of the Agreement; (d) upon a sale of all or substantially all of Purchaser’s equity or assets; (e) if Purchaser (i) becomes insolvent or is generally unable to pay its debts as they become due or (ii) becomes subject, voluntarily or involuntarily, to any proceedings under any bankruptcy, receivership, or other insolvency law; or (f) for convenience. 14.3 Effect of Termination. Any notice of termination under this Agreement automatically operates as a cancellation of all SOWs, and any deliveries of Products to Purchaser that are scheduled to be made subsequent to the effective date of termination. 14.4 Survival. Any rights and obligations of the Parties which, by their nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. 15. FORCE MAJEURE. Rivian shall not be liable or responsible to Purchaser, nor be considered to have defaulted or breached this Agreement or any SOW, for any failure or delay in fulfilling or performing any of its obligations under this Agreement or any SOW to the extent that such failure or delay is caused by or results from any act, circumstance, or other cause beyond Rivian’s reasonable control, including acts of God, fire, flood, natural disaster, pandemic, explosion, war, invasion or hostilities (whether war is declared or not), governmental actions, national emergency, terrorist threats or acts, strike, labor unrest, riot or other civil unrest, embargo, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable technology or components, telecommunication breakdown, or power outage. 16. GOVERNING LAW; DISPUTE RESOLUTION. 16.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. The United Nations Convention on the International Sale of Goods is expressly excluded. 16.2 Executive Negotiation. In the event of any dispute arising out of or relating to this Agreement (including its interpretation, validity, performance, or breach) (a “Dispute”), a Party shall give written notice of the dispute to the other Party. Executives of the Parties with authority to resolve the dispute shall then meet within thirty (30) days, or such additional period to which the Parties may agree in writing, following such notice. No Party shall commence any litigation or arbitration proceeding until after the DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 9 meeting or meeting has been refused, except as necessary to avoid irreparable harm or expiration of a relevant statute of limitations. 16.3 Arbitration. Any Dispute not amicably resolved shall be settled by final and binding arbitration to be conducted by the American Arbitration Association under its Commercial Rules. (a) The place of the arbitration shall be Wilmington, Delaware, but the arbitrator or arbitrators may conduct hearings by videoconference or in such other places to which the Parties may agree or the arbitrator or arbitrators may order. (b) The arbitration shall be governed by the Federal Arbitration Act. (c) The arbitration shall be conducted in the English language. (d) There shall be only one (1) arbitrator, unless the relief requested as against any Party exceeds $5 million in value, in which case there shall be three (3) arbitrators. (e) Except as necessary to confirm or vacate any award or as otherwise required by law, the fact of and all evidence in the arbitration shall be strictly confidential, unless already known to the disclosing Party without obligation of confidentiality or in the public domain without fault of the disclosing Party. (f) The arbitrator or arbitrators shall have the authority to render an early disposition of any issue of law or fact, after the Parties have had a reasonable opportunity to present evidence and argument as to such issue. (g) The right and obligation to arbitrate under this Section 16.3 shall extend to any claim by or against an affiliate, parent, subsidiary, officer, director, manager, member, shareholder, agent, or employee of a Party. (h) Any arbitral proceedings shall be conducted on an individual basis only, and the arbitrator or arbitrators shall have no authority to certify a class of claimants or consolidate claims absent the express written consent of Rivian. 16.4 Exclusive Jurisdiction; Waiver of Jury Trial. Without derogation of the obligation to arbitrate above, any court proceedings concerning a Dispute shall be subject to the exclusive jurisdiction of the state or federal courts sitting in or for New Castle County, Delaware, except that that any judgment thereof or any arbitral award may be enforced in any court of competent jurisdiction. The right of a trial by jury of any Dispute is irrevocably waived. 16.5 Attorneys’ Fees and Costs. The prevailing Party in any arbitration or litigation of a Dispute shall be entitled to award of all costs, expenses, and attorneys’ fees reasonably incurred in the prosecution or defense of a claim. 17. MISCELLANEOUS. 17.1 Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (a) when delivered personally; (b) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (c) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices shall be sent to the addresses identified in this Section 17.1 or to such other address as may be DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 10 specified by either Party to the other Party in accordance with this Subsection. To Rivian: Rivian, LLC, 607 Hansen Way, Palo Alto, CA 94304, ATTN: Vice President, Energy & Charging with a copy to Rivian, LLC, 14600 Myford Rd., Irvine, CA 92606, ATTN: General Counsel. To Purchaser: [PURCHASER TO PROVIDE]. 17.2 Assignment; Successors and Assigns. This Agreement and the rights, duties and obligations of the Purchaser may not be assigned, transferred or encumbered by Purchaser without the prior written consent of Rivian. No assignment shall relieve Purchaser of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. Rivian may assign or transfer any of its rights or obligations under this Agreement to an affiliate, subsidiary or otherwise, either voluntarily or by operation of law, without Purchaser 's consent and without prior notice. This Agreement will inure to the benefit of, and be binding upon, the respective heirs, executors, administrators, legal representatives, and permitted successors and assigns of each party. 17.3 Advertising and Publicity. Rivian shall have the right to use Purchaser’s name and logo on client lists published on Rivian’s website and in marketing materials. Rivian may announce the relationship hereunder in a press release provided that Rivian obtains Purchaser’s prior approval of the wording of the release (such approval not to be unreasonably withheld) 17.4 No Waiver. No waiver by either Party of any default will be deemed as a waiver of any prior or subsequent default of the same, or of other, provisions of this Agreement. 17.5 Severability. If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) will be revised to make them legal and enforceable. The remainder of this Agreement will otherwise remain in full force and effect and enforceable in accordance with its terms. 17.6 Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. Purchaser shall not take any actions or make any statements that would indicate the relationship between the Parties is other than that of vendor-vendee. 17.7 Entire Agreement. This Agreement, including all SOWs executed by Rivian, constitutes the entire and sole agreement between Rivian and Purchaser, and merges all prior and contemporaneous communications with respect to the subject matter hereof. This Agreement may not be modified or amended except in a writing signed by both parties and specifically referring to the Agreement. Any standard printed forms or terms of Purchaser, even if referenced in a purchase order, order confirmation, invoice, or other document and not objected to by Rivian, shall have no force or effect, unless such form or document specifically states that it is an amendment to the Agreement and confirmed in writing by an authorized representative of Rivian. In the event of any conflict, ambiguity, or inconsistency between this Agreement and any other document to which this Agreement may relate or be annexed, or which may be annexed to this Agreement, including any SOW, the terms and conditions set forth herein shall govern. 17.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf) or other reliable electronic means and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 11 17.9 Construction. The headings in the Agreement are for reference only and shall not affect the interpretation of the Agreement. For purposes of the Agreement, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; the word “or” is not exclusive; and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to the Agreement as a whole. [signature page follows] DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 12 The Parties have executed this Rivian EV Charger Purchase Agreement as of the Effective Date. RIVIAN, LLC By: ____________________________________________ Name: ________________________________________ Title: __________________________________________ CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT By: _____________________________________________ Name: _________________________________________ Title: ___________________________________________ DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Chris Bachman Rev. 06.xx.22 PROPRIETARY AND CONFIDENTIAL | DO NOT DISTRIBUTE | 13 SCHEDULE A – STATEMENT OF WORK DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Page 3 of 5 RIVIAN PROPRIETARY AND CONFIDENTIAL INFORMATION. DO NOT DISTRIBUTE. Rivian, LLC 607 Hansen Way Palo Alto, CA 94304 Assumptions: • Rivian AC Fleet Dispensers will be installed by the customer. • Rivian will provide commissioning services to establish connectivity to the hardware and register the units on the Rivian Energy Cloud. • Customer will be on-boarded and trained on Rivian Energy Cloud access. SCOPE OF SUPPLY AND PRICING Rivian is pleased to submit the following Rivian AC Fleet Dispenser with Firm Fixed Pricing. Item Number Item Description Unit Price 01 Rivian AC Fleet Dispenser with 25’ Cable $1,150 02 Rivian AC Fleet Pedestal $950 03 Commissioning – AC Fleet Dispenser $450 The first 6 months of Rivian Energy Cloud with Network Connectivity is included with Hardware purchase. Standard rate for Cloud with Connectivity is $25 per month, per dispenser. Item Number Software Description Unit Price 04 Rivian Energy Cloud (Monthly per dispenser) $0 DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Page 4 of 5 RIVIAN PROPRIETARY AND CONFIDENTIAL INFORMATION. DO NOT DISTRIBUTE. Rivian, LLC 607 Hansen Way Palo Alto, CA 94304 AC SPECIFICATIONS Rivian System: AC Fleet Dispenser Input Voltage: 208/240 AC Wires: L1, L2, GND (no neutral) Frequency: 60 Hz Input Amperage (full load): 48 A Power 11.5 kW Recommended Breaker: 60A Recommended Installation Type: Hardwired non-GFCI Service Panel Breaker DIP Switch Adjustable Max Current Values 40A, 32A, 24A, 20A, 16A, 12A, 6A Dimensions: 16.27 x 7.32 x 5.75in Dispenser Cable Length: 18 feet Enclosure Rating: NEMA 3R, Outdoor Use Operating Temperature: -35C to +50C Vehicle Connector Type: SAE J1772 (IEC 62196 Type 1) Vehicle Communication: ISO 15118 Local Area Network: Wi-Fi 2.4GHz, Ethernet 10/100BASE-T Wide Area Network (WAN): LTE Cat M1 / LTE Cat NB1 Bluetooth: Version 5.0 Certification: UL and cUL Listed to UL2594, UL2231, UL1998 *Specifications subject to change at any time. Rivian AC Fleet Dispenser DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 Page 5 of 5 RIVIAN PROPRIETARY AND CONFIDENTIAL INFORMATION. DO NOT DISTRIBUTE. Rivian, LLC 607 Hansen Way Palo Alto, CA 94304 PRICING NOTES 1. Pricing: Pricing that has been provided as a Firm Fixed Price is executable. 2. Currency: Pricing is quoted in US Dollars. 3. Lead Time: Lead time for AC hardware is approximately 1 months after receipt of order. 4. Software: The Rivian Energy Cloud Platform is provided on a per dispenser basis. The first 6 months of connectivity are included with hardware at no cost to the end user. Standard connectivity rates shall be applicable after 12 months of operation. 5. Interoperability: This system can be used to charge all OEM vehicles SAE J1772 standard. In support of this program, Rivian would be happy to perform commercially reasonable interoperability testing on 3rd party vehicles upon request. 6. Warranty: Rivian standard factory warranty policy shall apply to all Rivian charger hardware. 7. Terms: Terms and conditions shall be mutually agreed upon in a Purchase Agreement EXCLUSIONS 1. Shipping: Shipping charges have not been included in this quotation and shall be invoiced in accordance with prevailing freight rates at the time of shipping. 2. Taxes: Taxes have not been included in this quotation and shall be invoiced in accordance with any and all local, state and federal requirements. 3. Civil Works: Civil works such as trenching, fencing, bollards, lighting and concrete work has not been included in this quotation. 4. Electrical: Electrical installation work has not been included in this quotation. Electrical installation shall be performed by a properly licensed electrician. 5. Permitting: Permitting with the local municipality has not been included in this quotation. DocuSign Envelope ID: 3AE53153-665C-4757-A03C-05D137146544 RECOMMENDATION(S): APPROVE Appropriation and Revenue Adjustment No. 5019 authorizing new revenue in the amount of $141,600 from the Federal Emergency Management Agency, U.S. Department of Homeland Security, California Governor's Office of Emergency Services, State Homeland Security Grant Program (SHSGP) and $14,100 from the CCCFPD General Operating Fund and appropriating it to the Contra Costa County Fire Protection District (7300) for the purchase of fourteen (14) portable radios. FISCAL IMPACT: 89% Federal grant; 11% CCCFPD General Operating Fund. $141,600 funded from the State Homeland Security Grant Program (SHSGP) and $14,100 from CCCFPD General Operating Fund. The cost of the radios is $141,471; sales tax and shipping bring the total cost to $155,639. BACKGROUND: On February 4, 2020, the Contra Costa County Fire Protection District Board of Directors authorized the Fire Chief, or designee, to apply for and accept grant funding for the purchase of portable radios. These radios will provide a cache of additional East Bay Regional APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 12/06/2022 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:Candace Andersen, Director Diane Burgis, Director Karen Mitchoff, Director Federal D. Glover, Director ABSENT:John Gioia, Director Contact: Lizz Patterson, Fiscal Officer 925-941-3300 x 1302 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: December 6, 2022 , County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C.4 To:Contra Costa County Fire Protection District Board of Directors From:Lewis T. Broschard III, Chief, Contra Costa Fire Protection District Date:December 6, 2022 Contra Costa County Subject:Appropriation and Revenue Adjustment - FY20 SHSGP Portable Radios BACKGROUND: (CONT'D) Communications System (EBRCS) portable radios for engines that are upstaffed during disaster response activities. The Fire District was awarded $141,600 from the FY 2020 State Homeland Security Grant Program toward the purchase of these radios and expects to recieve the funds in FY 2022/23. CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, the fire crews staffing engines lacking portable radios will not be properly equipped for disaster response activities. AGENDA ATTACHMENTS TC24/27 AP005019 MINUTES ATTACHMENTS Signed Approp Adj 5019 12/1/22 12/1/22