HomeMy WebLinkAbout2018-12-18; City Council; ; Participation in the Electrify America program, directing the City Manager to execute Site Hosting Agreements and appropriating cost-sharing funds for 20 electric vehicleELAM subsidizes installation costs up to $4,000 per charging port and provides free subscription
and maintenance costs for the Greenlots EV charging service for up to eight years. The program
requires installation of a minimum of 10 charging ports. Installation costs for 10 charging ports
at each location would be $48,630 at the Faraday Center and $51,145 at the Carlsbad City
Library for a total project cost of $99,775. The city's total cost share would be $19,775, or $989
per charging port.
Participation in the program requires execution of Site Hosting Agreements for each site, which
extend for an eight-year term. Once installed, ownership of the EV charging infrastructure is
transferred to the site host. If the property is sold, the agreement and infrastructure ownership
would be transferred to the new property owner. At end of the term, the property owner could
elect to continue use of the EV charging stations through a paid subscription with Green lots or
as non-networked chargers. The property owner could also leave the chargers unused in place
or remove them.
The provision of employee and fleet EV charging stations at the Faraday Center and Carlsbad
City Library would advance implementation of CAP Measure L, provide infrastructure to support
city fleet conversion and provide an incentive for city employees to consider EVs. Partnering
with ELAM and Greenlots leverages their resources and substantially reduces city costs.
Fiscal Analysis
The total cost of installation of 10 charging ports at the Faraday Center is $48,630; the total
installation cost for 10 charging ports at the Carlsbad City Library is $51,145 for a total project
cost of $99,775. The ELAM program subsidizes installation costs up to $4,000 per charging port,
or up to $40,000 total project cost per site. Therefore, the city's cost-sharing obligation is
$8,630 at the Faraday Center and $11,145 at the Carlsbad City Library for a total city cost of
$19,775. There are adequate funds in the Public Works Department operating budget to cover
this total city cost.
Next Steps
If authorized, the City Manager will execute Site Hosting Agreements and Public Works
Department will appropriate the city cost-sharing funds. City staff will coordinate with
Green lots' electrical contractors to prepare detailed technical drawings and pursue building
permits to install the infrastructure.
Environmental Evaluation (CEQA)
The project is exempt from the California Environmental Quality Act (CEQA) per State CEQA
Guidelines Section 15303{d) -new construction of small structures and 15304(f)-minor
trenching or backfilling.
Public Notification
This item was noticed in accordance with the Ralph M. Brown Act and was available for public
viewing and review at least 72 hours prior to scheduled meeting date.
Exhibits
1. City Council Resolution.
December 18, 2018 Item #8 Page 2 of 38
RESOLUTION NO. 2018-217
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING PARTICIPATION IN THE ELECTRIFY AMERICA
PROGRAM, DIRECTING THE CITY MANAGER TO EXECUTE SITE HOSTING
AGREEMENTS AND APPROPRIATING COST-SHARING FUNDS FOR 20
ELECTRIC VEHICLE CHARGING STATIONS.
EXHIBIT 1
WHEREAS, on Sept. 22, 2015, the City Council of the City of Carlsbad, California adopted a
Climate Action Plan (CAP) to reduce greenhouse gas emissions in city operations and the community;
and
WHEREAS, the Actions in CAP Measure L call for the construction of electric vehicle (EV)
charging stations and an increase in the proportion of zero-emission vehicles (ZEV) in the city's fleet;
and
WHEREAS, Volkswagen Group of America (VW) is investing $800 million in California over a ten-
year period on ZEV infrastructure, education and access activities; and
WHEREAS, VW created Electrify America (ELAM), a wholly-owned subsidiary, to implement the
ZEV investment; and
WHEREAS, ELAM has engaged Greenlots to procure, deliver, install and manage EV charging
stations at a reduced cost to the site host; and
WHEREAS, ELAM will subsidize installation costs up to $4,000 per charging port and provide
free subscription and maintenance costs for the Greenlots EV charging service for up to eight years;
and
WHEREAS, once installed, ownership of the EV charging infrastructure is transferred to the site
host; and
WHEREAS, city participation in the ELAM program can provide EV charging stations for city
employees and city fleet vehicles at the Faraday Center and Carlsbad City Library for an average cost
of $989 per charging port, $19,775 in total; and
WHEREAS, there are adequate funds in the Public Works Department operating budget to cover
the $19,775 total city cost.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
December 18, 2018 Item #8 Page 3 of 38
2. That the City Council authorizes participation in the ELAM EV charging infrastructure
program.
3. That the City Council directs the City Manager to execute Site Hosting Agreements,
attached hereto, for the Faraday Center and Carlsbad City Library sites.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 18th day of December, 2018, by the following vote, to wit:
AYES:
NOES:
ABSENT:
M. Hall, K. Blackburn, P. Bhat-Patel, C. Schumacher, B. Hamilton.
None.
None. -1110.W
MA TT HALL, Mayor
(SEAL)
December 18, 2018 Item #8 Page 4 of 38
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GREENLOTS
SITE HOSTING AGREEMENT
THIS SITE HOSTING AGREEMENT (this "Agreement") is entered into as of November 28, 2018
(the "Effective Date") between the City of Carlsbad [Company Name], a California municipal corporation
("Site Host"), and Zeco Systems, Inc., a Delaware corporation doing business as Greenlots ("Greenlots,"
and together with Site Host, each a "~" and collectively the "Parties").
Recitals
A. Greenlots is engaged in the business of procuring, operating and maintaining electric
vehicle charging stations and related infrastructure.
B. Electrify America, LLC ("Electrify America") is undertaking a program to cause electric
vehicle charging stations to be placed at parking sites appended to certain multi-family housing and
workplace sites, and has engaged Greenlots to procure, deliver, install and manage such stations.
C. Site Host is the fee owner of The City of Carlsbad Faraday Center, located at 1635 Faraday
Ave., Carlsbad Ca 92008 (the "Property").
D. Greenlots and Site Host desire that Greenlots have the right to access and use a portion of
the Property described in Exhibit A (the "Premises") for the installation, siting, operation, and maintenance
of the electric vehicle ("EV") charging stations with supporting equipment (together, the "Charging
Stations"), as depicted in Exhibit A-1, for and on behalf of Greenlots at the Property, all in accordance with
the terms and conditions set forth in this Agreement.
Agreement
NOW, THEREFORE, in consideration of these premises and of the mutual promises herein
contained, Greenlots and Site Host hereby agree as follows:
1. Grant of Right and License.
(a) Site Host hereby grants and conveys unto Greenlots the right and license to the
Premises to construct, reconstruct, install, re-install, operate, access, maintain, repair and remove at
Greenlots' own cost and expense, the Charging Stations, including concrete jackets and conduits,
handholes, manholes, transformer vault sites, underground power and communications lines, metering and.
monitoring equipment, poles, guys, anchors, overhead and/or underground wire lines, and such other
appliances and equipment as may be necessary for the transmission and distribution of electricity or
communications, including all service lines emanating from Greenlots' transformer, to be used for light and
power and/or communications and control circuits (collectively, the "Equipment and Lines"). Greenlots
shall further have the right (but not the obligation) to, with prior approval from Site Host (which shall not
be unreasonably withheld), trim, keep trimmed, remove, and control any trees and vegetation in the way of
its lines or equipment.
(b) Site Host hereby grants to Greenlots and its authorized personnel the right to access
and enter upon the Premises for the purpose of installing, constructing, operating, maintaining, repairing,
testing, and replacing, or causing the installation, construction, operation, maintenance, repair, testing, and
replacement of the Charging Stations and other Equipment and Lines, and access to the areas of the Property
where Greenlots' conduit, wires, cables and other connecting equipment are located for the purpose of
installing, constructing, operating, maintaining, repairing, testing, and replacing, or causing the installation,
ATTACHMENT A
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construction, operation, maintenance, repair, testing, and replacement of same, and to such areas of the
Property as may be necessary to maintain Greenlots' equipment, such access to be 24 hours per day, seven
days per week for emergencies and during normal business hours for routine maintenance and inspection
visits. The Premises shall include ten [l O] of parking spaces dedicated to Charging Station use ( at least one
parking space per Charging Station) and an area within the Premises at the front of the parking stalls for
the Charging Stations and other necessary equipment. Except to the extent arising from the gross
negligence or willful misconduct of Site Host or its employees, contractors, agents or representatives,
Greenlots shall defend, indemnify and hold harmless Site Host from and against any and all suits, claims,
actions, causes of actions, liabilities, losses, damages, costs and expenses (including reasonable attorneys'
fees and other expenses of litigation) arising from the injury to or death of any person, or damage to or loss
of property, on or about the Premises occurring during the period of, and caused by, Greenlots' construction
of the Charging Stations, ordinary wear and tear and incidental damage excepted.
( c) Site Host represents and warrants to Greenlots that ( 1) Site Host has full right, title
and authority to enter into this Agreement and grant the rights to Greenlots granted hereunder, and (2) Site
Host's entering into this Agreement will not constitute a breach of any of its contractual obligations to any
other person or entity, including any lender.
( d) Site Host and Greenlots agree that the Electrify America Contract Rider attached
hereto as Exhibit D is hereby incorporated into this Agreement in its entirety.
2. Term.
(a) The initial term (the "Initial Term") of this Agreement shall commence on
[Estimated Date of Commissioning] (the "Commencement Date") and terminate ---------on December 31, 2026 (the "Expiration Date"), subject to extension as provided herein below.
(b) Greenlots shall have the option to extend this Agreement (the "Extension Option")
for one additional five-year term (the "Option Term") by providing written notice of such exercise to Site
Host at least ninety (90) days prior to the Expiration Date. If Greenlots properly exercises the Extension
Option, the Term shall be extended for the Option Term.
( c) The "Term" shall mean the Initial Term, as extended by the Option Term.
3. Use; Energy Storage and Other Services.
(a) During the Term, Site Host shall cause the Charging Stations (and associated
charging parking stalls for use with the Charging Stations) to be available and accessible for use by Site
Host's user groups and, if desired by Site Host, by the general public. Site Host shall maintain the Premises
adjacent to the Charging Stations in good condition, including, but not limited to, repairs, maintenance,
repaving, sweeping and ensuring unrestricted access to users of the Charging Stations without special
permission.
(b) Greenlots shall obtain, at Greenlots' expense, any licenses and permits required
for Greenlots' use of the Premises from all applicable government or regulatory entities (the "Government
Approvals").
( c) Site Host shall provide to Greenlots, if available, the following information with
respect to the Property: a title policy; site survey and electrical or building drawings; geotechnical reports;
parking calculations prepared for the City and County in which the Property is located; and archeological
studies and environmental studies.
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(d) Site Host agrees to allow Greenlots to measure, monitor and analyze Site Host's
energy consumption and utility bills to determine suitability for installation of the Charging Stations and
other Equipment and Lines and related energy management services, and agrees to provide access to
Greenlots to any meters or other devices installed on or about the Premise for such purpose. This is a one-
time measurement and analysis of the electric bill to determine suitability of installing the Charging Stations
and other Equipment and Lines, and optional energy storage system.
( e) Greenlots may decide to install and provide energy storage or other systems for the
purposes of energy management services at the Premises in its discretion, including for any of the following
purposes: reducing demand charge; generating utility bill savings, or increasing solar self-consumption for
the Charging Stations, and if suitable, the Premises. The terms of providing this additional service will be
in subject to Greenlots and Site Host entering a mutually-agreeable separate agreement "Energy
Management Service Agreement". This Agreement is independent of the Energy Management Service
Agreement and any change in either agreement shall not affect the other.
(t) Greenlots shall have the right to perform, with its own employees or by other
contractors, all work related to this Agreement, and Greenlots shall coordinate its activity with Site Host.
(g) Charging Stations provided shall have its own communication method for Internet
connectivity, using cellular or otherwise, and shall not use the Premise's communication lines without prior
explicit consent from the Site Host.
4. Fees; Costs. Greenlots shall not be charged any• rent or license fee pursuant to this
Agreement. Site Host shall bear the cost of all utility charges for electricity consumed by the Charging
Stations. The other terms of the agreement between Site Host and Greenlots with respect to user group or
public usage fees are set forth on Exhibit D.
5. Warranty & Maintenance Services. The warranty and maintenance services described on
Exhibit Bare provided for the duration of the Initial Term as part of the program requirements in Electrify
America's settlement agreement. Greenlots shall provide the warranty and maintenance services described
on Exhibit B, but only for so long and to the extent that Electrify America continues to pay Greenlots for
such services in accordance with its agreement with Greenlots. If Greenlots ceases to provide such warranty
or maintenance services, Greenlots shall provide Site Host with at least 3 0 days' prior written notice of such
cessation and shall facilitate communications between Site Host and Electrify America so that Site Host
may seek to obtain such warranty and maintenance services directly from Electrify America or its designee.
6. Network Services. Greenlots shall provide the network services described on Exhibit C,
but only for so long and to the extent that Electrify America continues to pay Greenlots for such services
in accordance with its agreement with Greenlots.
7. Pre-Term Access. From and after the Effective Date, Site Host shall permit Greenlots and
its employees, contractors and other authorized personnel full access to the Premises in advance of the Term
for the purpose of conducting tests and inspections to confirm appropriate conditions exist for Greenlots'
intended use of the Premises, provided that Greenlots shall repair any damage caused to the Premises, if
any by any tests or inspections. If, upon completion of such inspections or tests, Greenlots determines that
the Premises or any portion thereof is not suitable for the purposes contemplated by this Agreement,
notwithstanding anything to the contrary stated in this Agreement, Greenlots shall have the option, at its
election, to not proceed with the services on the Premises or the applicable portion thereof. Exercise by
Greenlots of such option with respect to the Premises shall not affect the validity of any agreement between
Site Host and Greenlots with respect to any other properties.
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8. Construction. Construction and installation of the Charging Stations and supporting
Equipment and Lines shall commence no later than January 31, 2019 and shall be completed no later than
June 30, 2018 (the "Construction Term"). During the Construction Term or during any other period of
construction agreed to by Site Host, Site Host shall provide a staging area no smaller than 325 square feet
in area and reasonably near the Premises for Greenlots and its contractors to store material, equipment and
tools on the Property (the "Staging Area"). Greenlots shall be responsible for providing the container or
'job box" to be used for storage in the Staging Area. All material, equipment and tools in the Staging Area
shall be stored in the 'job box" and shall not be visible by the public when not in use. Site Host shall also
allow Greenlots to erect temporary barriers as necessary to ensure the safety of tenants, visitors, and other
personnel who shall be on the Premises or in the Staging Area and other reasonably related construction
activities during the Construction Term. All construction shall be completed lien-free and in compliance
with all applicable laws and ordinances.
9. Hazardous Materials. Site Host represents and warrants to Greenlots that to Site Host's
knowledge, there is and has been no unlawful existence or release of any hazardous wastes, toxic substances
or related materials, including, without limitation, any substances defined as or included in the definition
of "hazardous substance," "hazardous wastes," "hazardous materials," or "toxic substances" under any
federal, state or local laws, ordinances or regulations, now or hereafter in effect, relating to environmental
conditions on, under or about the Premises and improvements thereon ( collectively, "Hazardous
Materials"). Any Hazardous Material that exists or is released on the Premises, and the remediation thereof
shall be the sole responsibility of Site Host.
10. Ownership.
( a) The Charging Stations and other Equipment and Lines shall constitute the personal
property of Greenlots until the Charging Stations are put into service, upon which the Charging Stations
and other Equipment and Lines shall become the personal property of Site Host, subject to forfeiture
pursuant to Section 17.
(b) By way of clarification and notwithstanding any other provision of this Agreement,
Site Host will not acquire any ownership interest or intellectual property right in the software or network
used by the Charging Stations, or any data generated in connection therewith, ownership of which, as
between Greenlots and Site Host, shall remain vested exclusively in Greenlots.
11. Signage; Marketing. Site Host shall allow Greenlots to install mutually agreeable signage
for the Charging Stations at the Premises. Notwithstanding Section 16, Site Host and Greenlots may
promote the location of the Charging Station site for educational and marketing purposes. Nothing in this
Agreement grants either Party any rights to use the name of the other Party, or any variation thereof, in any
advertising, publicity or promoti~n, without the other Party's prior written consent. Each Party shall notify
the other Party prior to making any public commentary, including any original or subsequent press release,
website posting, or other social media channels. Greenlots or Electrify America may launch a promotional
campaign or make a public announcement which includes references to the Premises or Site Host, and
Greenlots shall notify Site Host beforehand. Site Host shall be deemed to have approved of such campaign
or announcement unless Site Host informs Greenlots of its disapproval within 3 business days of
notification.
12. Ownership of Data. Site Host agrees that (a) Electrify America shall own all data regarding
usage of the Charging Stations during the Term by Electrify America customers, including, but not limited
to, charging session information and user-related information, and (b) Greenlots and Electrify America shall
jointly own all data regarding usage of the Charging Stations during the Term by users other than Electrify
America customers, including, but not limited to, charging session information and user-related
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information. Greenlots shall provide such quarterly reports regarding aggregated data generated by the
Charging Stations as Site Host reasonably may request, provided, however, that Greenlots shall not be
required to provide to Site Host any personally identifiable information or other information disclosure of
which may be prohibited by applicable law.
13. Taxes. Site Host shall be responsible for any taxes imposed on the operating of the
Charging Stations.
14. Relocation of the Premises. If Site Host decides to redevelop the Property and such
redevelopment would impact the Premises and Greenlots' use of the Premises, Site Host may, at Site Host's
sole cost and expense, relocate the Premises to another area on the Property, similar to the Premises in size
and accessibility by the public and such area shall replace the existing Premises under this Agreement. Site
Host may not relocate the Premises to an area outside of the Property without the prior written consent of
Greenlots and Electrify America.
15. Condemnation. If at any time any portion of the Premises shall be condemned or taken by
any governmental authority, Greenlots shall have the right to claim and recover from the condemning
authority, but not from the Site Host, such compensation for the damages to Greenlots' right of access and
right of way and the use of the appliances and equipment in connection with this Agreement, which shall
be payable to Greenlots.
16. Confidentiality.
(a) Each Party may have a proprietary interest or other need for confidentiality in
information that may be furnished to the other pursuant to this Agreement performed hereunder
("Confidential Information"). The Party disclosing such information shall be referred to in this Section as
the "Disclosing Party," and the Party receiving such information shall be referred to as the "Receiving
rm:ty." This Agreement and its terms shall be treated as Confidential Information.
(b) The Receiving Party shall hold in confidence and, without the consent of the
Disclosing Party, shall not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the
Confidential Information of the Disclosing Party except as permitted herein, and shall exercise at least the
same standard of care in protecting the confidentiality of the Disclosing Party's Confidential Information
as it does with its own Confidential Information of a similar nature, but in any event, no less than reasonable
care.
( c) Confidential Information for purposes of this Agreement shall not include
information that: (i) is or becomes a part of the public domain through no act or omission of the Receiving
Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained
by the Receiving Party either directly or indirectly from the Disclosing Party; or (iii) is lawfully disclosed
to the Receiving Party by a third party without restriction on disclosure. Confidential Information may also
be disclosed by the Receiving Party pursuant to a requirement of a governmental agency, court, regulatory
body or by operation of law, provided that the Receiving Party shall disclose only that part of the
Confidential Information that it is required to disclose and shall notify the Disclosing Party prior to such
disclosure in a timely fashion to the extent such notification is permitted under applicable law in order to
permit the Disclosing Party to lawfully attempt to prevent or restrict such disclosure should it so elect, and
shall take all other reasonable and lawful measures to ensure the continued confidential treatment of the
same by the entity to which the Confidential Information is disclosed.
(d) Any provision herein to the contrary notwithstanding, (i) Greenlots may disclose
Confidential Information, as necessary and appropriate, (A) to applicable public utilities commission and
5 December 18, 2018 Item #8 Page 9 of 38
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similar regulatory authorities of the state in which the Premises are located (including their respective staffs)
provided that such disclosure is made under a protective order entered in the docket or proceeding with
respect to which the disclosure will be made or any general protective order entered by the Commission,
and (B) to the extent required by the federal Securities and Exchange Commission reporting and disclosure
laws for publicly traded entities, as applicable, and (ii) to the extent Site Host is a governmental entity, Site
Host may disclose Confidential Information to the extent such information constitutes a record required to
be made available to the public by such governmental entity under applicable law.
17. Termination.
(a) Greenlots may terminate this Agreement at any time following the termination of
Greenlots' agreement with Electrify America, upon at least ten (10) days' written notice to Site Host.
(b) Either Party has the right to terminate this Agreement if the other Party fails to
observe or perform any covenant to be observed and performed under this Agreement and any such default
shall continue for thirty (30) days after the terminating Party provides written notice of the failure to the
breaching Party. In the event of a termination by Greenlots under this Section 17(b ), and in addition to any
other remedies to which Greenlots may be entitled, Greenlots and/or Electrify America may at once re-
enter the Premises and thereupon take possession of the Charging Stations and other Equipment and Lines
and remove such Charging Stations and other Equipment and Lines from the Premises, whereupon
ownership of such Charging Stations and other Equipment and Lines will vest in Greenlots and/or Electrify
America, as applicable.
( c) Greenlots shall have the right to terminate this Agreement prior to the end of the
Term if so ordered by any governmental regulatory authority or court upon at least ten (10) days' written
notice to Site Host.
( d) Site Host shall have the right to terminate this Agreement for convenience effective
as of any date that is on or after the third anniversary of the Commencement Date by providing written
notice thereof to Greenlots at least 90 days prior to the effective date of such termination. In the event of a
termination by Site Host under this Section l 7(d), the following shall apply:
(i) Site Host must, at least 30 days prior to effective date of termination,
remove and return the Charging Stations and other Equipment and Lines to Greenlots or
Electrify America at Site Host's expense, whereupon ownership of such Charging Stations
and other Equipment and Lines will vest in Greenlots and/or Electrify America, as
applicable;
(ii) Site Host shall pay to Electrify America at least 30 days prior to the
effective date of termination an early termination fee equal to the depreciated value of the
Charging Stations, Equipment and Lines on the effective date of such termination,
calculated at a $5,000 value per charging port, depreciated on a 10-year straight line
depreciation schedule from the Commencement Date; and
(iii) Site Host shall pay Greenlots at least 30 days prior to the effective date of
termination an early termination fee equal to the net present value of the software revenue
Greenlots would have received during the remainder of the Term until its natural
expiration, applying a 5% discount rate and assuming software revenue of $360 per
charging port per year.
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By way of clarification, if Site Host sells the Property and the acquirer of the Property
assumes in writing the Site Host's obligations under this Agreement, such sale of the Property shall not be
deemed a termination for convenience under this Section 17(d).
( e) In the event of the termination of this Agreement, a Party shall not have any
obligation to another Party pursuant to this Agreement except (1) that each Party's obligations under the
provisions of Section 16 (Confidentiality), Section 17 (Termination), Section 19 (Indemnity), and Sections
20 through 33, inclusive, of this Agreement, shall survive the termination of this Agreement without
limitation in accordance with their terms, (2) for the obligation to pay any amount owed to another Party in
respect of an obligation arising prior to such termination, and (3) for any liability for a breach of any
provision of this Agreement occurring prior to the termination of this Agreement.
18. Insurance and Subrogation.
(a) Greenlots and all subcontractors of Greenlots working on the Premises or
supporting Equipment and Lines shall acquire and maintain in effect, throughout the term of this
Agreement, insurance coverage as follows: General Liability with minimum limits of $2,000,000 per
occurrence and $2,000,000 General Aggregate/$2,000,000 Products and Completed Operations Aggregate
for bodily injury, personal injury, property damage, contractual liability, and completed operations;
Automobile Liability with "Any Auto" coverage with a minimum combined single limit for bodily injury
and property damage of $1,000,000 per accident; Workers' Compensation as required by law and
Employer's Liability with minimum limits of $1,000,000 each Accident and Disease.
(b) Any such insurance required by this Section shall be procured from an insurance
company having and maintaining a Financial Strength Rating of "A-" or better and a Financial Size
Category of "VIl" or better, as rated in the A.M. Best Rating Guide for Property and Casualty Insurance
Companies. The above General Liability policy and Automobile Liability policy shall include Site Host as
an additional insured. Greenlots shall provide Site Host with certificates evidencing the required insurance
prior to commencement of this Agreement. Greenlots' insurance will be deemed primary and
noncontributory in the event of loss or damage in accordance with their obligations under this Agreement
and shall provide a waiver of subrogation in favor of Site Host. Site Host and Greenlots hereby mutually
release each other ( and their successors or assigns) from liability and waive all right of recovery against the
other for any loss or damage covered by their respective first party property insurance policies for all perils
insured thereunder. In the event of such insured loss, neither Party's insurance company shall have a
subrogated claim against the other.
19. Indemnity. Each Party shall defend, indemnify and hold harmless the other Party and the
other Party's officers, directors, managers, employees and agents and all of their respective subsidiaries,
affiliates, directors, officers, managers, employees and agents, and all of their respective successors and
permitted assigns, from and against any and all suits, claims, actions, causes of actions, liabilities, losses,
damages, costs and expenses (including reasonable attorneys' fees and other expenses oflitigation) arising
out of any misrepresentation, breach of warranty or covenant or other breach or default by the indemnifying
Party under this Agreement.
20. No Other Warranties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS AGREEMENT, NO PARTY NOR ANY PERSON ON A
PARTY'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR
WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-
INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF
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PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY
DISCLAIMED.
21. Limitation of Liability. EXCEPT FOR LIABILITY FOR INDEMNIFICATION FOR
THIRD PARTY CLAWS UNDER SECTION 19, LIABILITY FOR BREACH OF SECTION 16
(CONFIDENTIALITY), OR LIABILITY FOR INFRINGEMENT OR MJSAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL A PARTY BE LIABLE UNDER THIS
AGREEMENT TO ANOTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES
OR DTh1INUTION INV ALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION
WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES
WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
OTHERWISE) UPON WHICH THE CLAW IS BASED.
22. Notices. Any notice, request, demand or other communication required or permitted under
this Agreement (each a "notice" for purposes of this Section) shall be in writing and shall be deemed to
have been duly given and delivered to and received by a person (i) on the day such notice is personally
delivered to such person, (ii) on the first business day after the day on which the notice is deposited with a
nationally recognized overnight courier service, (iii) on the third business day after the day on which the
notice is deposited in the United States mails, registered or certified mail, first class postage prepaid, return
receipt requested, or (iv) on the first business day after the day on which the notice is sent by email, provided
that in the case of clauses (ii), (iii) and (iv), the notice is addressed to such person as follows:
In the case of Site Host:
The City of Carlsbad Faraday Center
1635 Faraday Ave
Carlsbad, CA 92008
Attention: Mike Grim
Email: mike.grim@carlsbadca.gov
In the case of Greenlots:
Greenlots
925 N. La Brea Ave.
Los Angeles, CA 9003 8
Attention: General Counsel
Email: chargingstations@greenlots.com
Any Party may alter the address to which notices are to be sent to such Party by giving
notice of such change of address to the other Party in conformity with the provisions of this Section for the
giving of notice.
23. Parties. This Agreement shall inure to the benefit of and be binding upon Site Host,
Greenlots, and their respective heirs, legal representatives, permitted successors, successors in trust and
permitted assigns.
24. Amendments and Waivers. This Agreement may be amended only by written agreement
signed by all Parties. No act or omission or failure of a Party to insist upon the strict performance of the
terms and conditions of this Agreement shall be deemed or construed as a waiver or relinquishment by such
8 December 18, 2018 Item #8 Page 12 of 38
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Party of its right at any time to insist upon the full and complete performance by any other Party of each
and all of the terms and conditions hereof.
25. Assignment. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by a Party ( whether by operation of law or otherwise) without the prior written
consent of the other Party; provided, however, that ( 1) a Party may assign without the prior written approval
of the other Party all or any portion of the assigning Party's rights under this Agreement to any subsidiary
or affiliate of the assigning Party, but such assignment shall not relieve the assigning Party of its obligations
hereunder, (2) a Party may assign this Agreement without the prior written approval of the other Party to a
person or entity into which the assigning Party has merged or which has otherwise succeeded to all or
substantially all of the assigning Party's business and assets, and which has assumed in writing or by
operation of law the assigning Party's obligations under this Agreement, and (3) Greenlots may assign this
Agreement without the prior written approval of Site Host to Electrify America or any subsidiary, affiliate
thereof or any successor thereto. Subject to the preceding sentence, this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the Parties and their respective successors and permitted
assigns.
26. No Joint Venture. This Agreement shall not be construed as constituting either Party as
partner, joint venture or fiduciary of the other Party or to create any other form of legal association that
would impose liability upon one Party for the act or failure to act of the other Party, or as providing either
Party with the right, power or authority ( express or implied) to create any duty or obligation of the other
Party.
27. Attorneys' Fees and Costs. If there is a dispute between the Parties and either Party
institutes a lawsuit, arbitration, mediation, or other proceeding to enforce, declare, or interpret the terms of
this Agreement, the prevailing Party shall be awarded its reasonable attorneys' fees and costs.
28. Severability of Provisions. If any provision of this Agreement, or the application thereof,
becomes or is declared by a court of competent jurisdiction to be illegal, invalid, void or unenforceable, the
remainder of this Agreement shall continue in full force and effect and the application of such provision to
other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto.
The Parties further agree to negotiate in good faith to replace such void or unenforceable provision of this
Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision.
29. Governing Law/Applicable Forum. This Agreement is made under and shall be governed
by the laws of the State of California. In the event of any controversy or claim arising out of or relating to
this Agreement, the Parties shall first attempt to settle the dispute by mediation, administered by the
American Arbitration Association under its Mediation Rules. If settlement is not reached within sixty days
after service of a written demand for mediation, any unresolved controversy or claim shall be settled by
binding arbitration administered by the American Arbitration Association under its Commercial Arbitration
Rules. The number of arbitrators shall be one. The place of arbitration shall be Los Angeles, California.
Judgment on the award rendered by the arbitrator(s) may be entered in any court havingjurisdiction thereof.
The non-prevailing Party in any binding arbitration shall be required to pay the arbitration costs of the
prevailing Party.
30. Interpretation. The Parties agree that they have been represented by counsel during the
negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law,
regulation, holding or rule of construction providing that ambiguities in an agreement or other document
shall be construed against the Party drafting such agreement or document. Paragraph headings used herein
9 December 18, 2018 Item #8 Page 13 of 38
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are for convenience only, and does not limit the scope or meaning of the provisions hereof or otherwise
affect the construction thereof.
31. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with
respect to the subject matter hereof and supersedes all oral and written agreements and understandings made
and entered into by the Parties hereto prior to the date hereof with respect to such subject matter.
32. Counterparts. This Agreement may be executed in one or more counterparts, each of which
constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all
of the Parties need not appear on the same counterpart. Any signature page delivered by facsimile, .pdf or
other electronic transmission with regard to this Agreement or any amendment thereto shall be binding to
the same extent as an originally executed signature page.
33. Further Assurances. Each Party shall execute and cause to be delivered to the other Party
such instruments and other documents, and shall take such other actions, as the other Party may reasonably
request for the purpose of carrying out or evidencing any of the transactions contemplated by this
Agreement.
[Signature Page Follows]
10 December 18, 2018 Item #8 Page 14 of 38
V8 2018-11-28
IN WITNESS WHEREOF the undersigned have executed this instrument as of the day and year first
above mentioned.
11
CITY OF CARLSBAD j jJ
By ML~
Name: M~'tt tlal \
Title: \\J\ 'q~ tJC
"Site Host"
Name: Lin-Zhuang Khoo
Title: Senior Vice-President
12/26/2018
"Greenlots"
V8 2018-11-28
Number of Charging Stations: 10
Operational Start Time:
EXHIBIT A
Project and Premises
[Includes detailed description of Premises and connection to the transformer, including Charging Stations,
underground lines and stalls.]
SCOPE OF WORK
1. Proposed product:
(5) Level 2 Dual Porf Pedestal Mounted Charger.; for a total of (I OJ Ports
2. Electrical Capacity Review:
The existing electrical panel is 1200 amps at480vwith a spare IOOamp fusible which we will use to feed a 75 KVAstep
down transformer. The transformer wilJ then feed a new 200a panel to feed (5) Dual port pedestal mounted chargers.
3. Conduit routing:
Conduit w111 be routed from existing 1200A panel along wart to new transformer and pane/ within the some electric room.
From the new panel conduit 1''711 then be routed along wall and through to exterior then underground across parking lot to
stub up at each pedestal.
4. Safety/ Code Compliance:
Installation per NEC and OSHA safety standards
5. EVSE equipment protection/striping/signage:
Sin"ping and Stenciling will be installed consistent with Electrify America Design Guidelines.
6. EVSE installation:
Installation of (5/ dual port pedestal charger per Eleclrify Am.erica Design Guidelines.
7. EVSE Networking: Squid Pass criteria ;(dB]
4G Connectivity is sufficient. A Cell Repeater wm not be necessary Readin!!s0
Ee/lo -Stoo
SINR 10andabove
RSRP -102to0
RSRQ -10to0
I' WP locafect cit Carlsbad in San Diego .
City ct Carlsood nraday Building located af 1635 Faraday Ave-., Carlsbad Ca 92008
City of Catlsb<Jd
1 2 3
-67 -97 -63 -56
L, ____ -·---~--..,_ ----------------~---_.,,.-c..-.--------------. ----• -~ --• -. ---_.,
Exhibit "A"
Page 1 of 1 December 18, 2018 Item #8 Page 16 of 38
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EXHIBITB
Warranty & Maintenance Services
1. Site Construction. Greenlots shall provide a one year warranty for its site construction
work, excluding installed charging equipment as set forth below. Construction work
includes but is not limited to, any site work, excavation, concrete, asphalt pavement,
electrical work, installation of signage, landscaping, and any other items in the design and
build scope under this Agreement.
A. Repair or Replacement. Greenlots shall repair or replace its work, together with any
adjacent work which is displaced or damaged by so doing, that proves defective in
workmanship, material, or operation within (1) year of owner acceptance. Ordinary
wear and tear due to charging station usage and incidental damage is excepted.
2. Equipment and Services Warranty. Greenlots shall provide the equipment and service
warranty authorized by Electrify America in accordance with Section 5 of this
Agreement. This warranty does not apply to defects resulting from alteration or
modification to equipment outside scope of work, vandalism or abuse, relocation of
equipment not previously authorized, unauthorized software or firmware, and events due
to force majeure.
3. Repair and Maintenance. Maintenance categories include routine maintenance ( e.g.,
preventative), corrective maintenance ( e.g., identify, isolate and correct), and event-
driven maintenance ( e.g., vandalism, theft, damage). Greenlots will also provide technical
support by means of a toll-free number and also by website. The maintenance phase will
begin once the charging unit is commissioned on site and put into operation. Routine
maintenance will be performed according to equipment manufacturer instructions.
Corrective maintenance will be performed on an as-needed basis by Greenlots. Event-
driven maintenance will occur as necessary and will be initiated by the Site Host.
Greenlots reimbursement for event-driven maintenance will be the responsibility of the
Site Host.
Exhibit"B"
Page 1 of 1
December 18, 2018 Item #8 Page 19 of 38
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EXHIBITC
Network Services.
The Network Services consists of an integrated Internet-based platform (SKY) that has bi-directional
communication with Networked Charging Stations. The platform is made up of:
1. A backend database
2. A front-end user interface for the Site Host
3. A front-end user interface for the user
4. A mobile phone application for the user that is supported on Android and iOS operating systems.
Support for additional operating systems may be added later at Greenlots' sole discretion
5. A payment collection and settlement system
6. A data collection and reporting system
7. A call center for user technical and payment support
Together, the platform performs the following functions:
1. Provides a directory of charging stations belonging to the Site Host, including all pertinent information
such as address, serial number, manufacturer, model, charging type and price for users, if applicable
2. Reports the status of charging stations whether they are in-use, faulted, available or temporarily
unknown
3. Enables the Site Host to set a price for users to use these charging stations
4. Provides a payment method for users to pay for use of these charging stations
5. Provides a payment processor which complies with Payment Card Industry ("PCI") Data Security
Standard DSS") of Visa and MasterCard.
6. Collects usage and charging data from these charging stations and provides them to the user in either
CSV or graphical format
7. Provides first level technical support to users and routes them to the charging station manufacturer for
escalation
8. Provides downloadable usage reports on a daily, weekly, monthly or annual basis consisting of
individual charge session data (user ID, station ID, start time, end time, total duration, total kWh and
total revenue)
9. Provides a monthly statement report detailing total revenue collected from usage fees and total
Greenlots transaction fees, if applicable
SERVICES AND SERVICE LEVELS
Greenlots shall provide services and support according to the following terms:
1. Phone support for payment and technical issues shall be provided to Customers 24 hours a day, 365
days a year
2. Greenlots shall ensure that scheduled system downtime occurs only between the hours of 9PM to
5AM Pacific Standard Time to avoid disruption to the Site Host and users.
3. Greenlots shall ensure that unscheduled downtime be responded to immediately and every reasonable
effort be made to restore service
4. The Site Host acknowledges that some downtime may be attributed to charging station hardware
and/or cellular data networks. While Greenlots will promptly report and log the problem to the
associated party; the duration of downtime in this instance is out of Greenlots' control.
Exhibit"C"
Page 1 ofl
December 18, 2018 Item #8 Page 20 of 38
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EXIIlBITD
Electrify America Contract Rider
This Contract Rider to Greenlots Site Hosting Agreement is attached to and hereby incorporated
into the Greenlots Site Hosting Agreement in its entirety.
This site is part of a program made possible through an investment by Electrify America, LLC
("Sponsor"). The following terms are applicable:
1. Overview. Sponsor has provided funding for the electric vehicle service equipment (EVSEs),
installation, network services, and ongoing warranty/maintenance of the EVSEs.
2. Provision of Equipment & Services. Greenlots agrees to:
a. Provide Level II (240 V AC) charge stations (EVSEs) for Site Host use;
b. Provide installation ofEVSEs through subcontractors;
c. Provide an EV charging management platform/network to manage all aspects of the
charging experience;
d. Provide training on how to use the EV Charging management platform; and
e. Provide on-going warranty support and repair through subcontractors, for the Term of the
Agreement.
3. User Fees.
a. Usage fees are optional for employee or resident use of charging stations, and are
determined by the Site Host.
b. If charging is open to public access, then users who are not employees or residents of the
property must be charged a usage fee ("Public Charging Fee") for accessing and using the
charging station.
c. The Public Charging Fee is to be mutually agreed between Site Host and Greenlots and
must at least cover the cost of electricity and is comparable to usage fees of nearby public
charging infrastructure. 50% of the Public Charging Fee will be retained and paid to
Greenlots.
d. For non-public use, Site Host shall pay Greenlots a transaction fee of 10% with a minimum
of $0.50 per transaction for all charging transactions with a usage fee for employee or
resident use. Payment of which will be set off against usage fees collected by Greenlots, or
in case of insufficient usage fees, billed separately.
4. Site Host Representation & Warranty. Site Host represents and warrants that no internal or external
funding sources other than pursuant to this Agreement were considered, committed or likely in
order to obtain the equipment and services to be provided under this Agreement.
5. Incentive Ownership. Site Host agrees that any credits, benefits, rebates, refunds, or similar
governmental incentives, or the value thereof, resulting from the installation and operation of the
Charging Stations belong to Sponsor, and Site Host further agrees to cooperate with a request to
pursue the same, provided that Site Host shall not be required to bear any out-of-pocket costs in
providing such cooperation.
Exhibit"D"
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GREENLOTS
SITE HOSTING AGREEMENT
THIS SITE HOSTING AGREEMENT (this "Agreement") is entered into as of November 28, 2018
(the "Effective Date") between the City of Carlsbad, a California municipal corporation ("Site Host"), and
Zeco Systems, Inc., a Delaware corporation doing business as Greenlots ("Greenlots," and together with
Site Host, each a "~" and collectively the "Parties").
Recitals
A. Greenlots is engaged in the business of procuring, operating and maintaining electric
vehicle charging stations and related infrastructure.
B. Electrify America, LLC ("Electrify America") is undertaking a program to cause electric
vehicle charging stations to be placed at parking sites appended to certain multi-family housing and
workplace sites, and has engaged Greenlots to procure, deliver, install and manage such stations.
C. Site Host is the fee owner of Carlsbad City Library, located at 1775 Dove Lane, Carlsbad
Ca 92011 (the "Property").
D. Greenlots and Site Host desire that Greenlots have the right to access and use a portion of
the Property described in Exhibit A (the "Premises") for the installation, siting, operation, and maintenance
of the electric vehicle ("EV") charging stations with supporting equipment (together, the "Charging
Stations"), as depicted in Exhibit A-1, for and on behalf of Greenlots at the Property, all in accordance with
the terms and conditions set forth in this Agreement.
Agreement
NOW, THEREFORE, in consideration of these premises and of the mutual promises herein
contained, Greenlots and Site Host hereby agree as follows:
1. Grant of Right and License.
(a) Site Host hereby grants and conveys unto Greenlots the right and license to the
Premises to construct, reconstruct, install, re-install, operate, access, maintain, repair and remove at
Greenlots' own cost and expense, the Charging Stations, including concrete jackets and conduits,
handholes, manholes, transformer vault sites, underground power and communications lines, metering and
monitoring equipment, poles, guys, anchors, overhead and/or underground wire lines, and such other
appliances and equipment as may be necessary for the transmission and distribution of electricity or
communications, including all service lines emanating from Greenlots' transformer, to be used for light and
power and/or communications and control circuits (collectively, the "Equipment and Lines"). Greenlots
shall further have the right (but not the obligation) to, with prior approval from Site Host (which shall not
be unreasonably withheld), trim, keep trimmed, remove, and control any trees and vegetation in the way of
its lines or equipment.
(b) Site Host hereby grants to Greenlots and its authorized personnel the right to access
and enter upon the Premises for the purpose of installing, constructing, operating, maintaining, repairing,
testing, and replacing, or causing the installation, construction, operation, maintenance, repair, testing, and
replacement of the Charging Stations and other Equipment and Lines, and access to the areas of the Property
where Greenlots' conduit, wires, cables and other connecting equipment are located for the purpose of
installing, constructing, operating, maintaining, repairing, testing, and replacing, or causing the installation,
ATTACHMENT B
December 18, 2018 Item #8 Page 22 of 38
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construction, operation, maintenance, repair, testing, and replacement of same, and to such areas of the
Property as may be necessary to maintain Greenlots' equipment, such access to be 24 hours per day, seven
days per week for emergencies and during normal business hours for routine maintenance and inspection
visits. The Premises shall include ten [10] of parking spaces dedicated to Charging Station use (at least one
parking space per Charging Station) and an area within the Premises at the front of the parking stalls for
the Charging Stations and other necessary equipment. Except to the extent arising from the gross
negligence or willful misconduct of Site Host or its employees, contractors, agents or representatives,
Greenlots shall defend, indemnify and hold harmless Site Host from and against any and all suits, claims,
actions, causes of actions, liabilities, losses, damages, costs and expenses (including reasonable attorneys'
fees and other expenses of litigation) arising from the injury to or death of any person, or damage to or loss
of property, on or about the Premises occurring during the period of, and caused by, Greenlots' construction
of the Charging Stations, ordinary wear and tear and incidental damage excepted.
( c) Site Host represents and warrants to Greenlots that (1) Site Host has full right, title
and authority to enter into this Agreement and grant the rights to Greenlots granted hereunder, and (2) Site
Host's entering into this Agreement will not constitute a breach of any of its contractual obligations to any
other person or entity, including any lender.
( d) Site Host and Greenlots agree that the Electrify America Contract Rider attached
hereto as Exhibit D is hereby incorporated into this Agreement in its entirety.
2. Term.
(a) The initial term (the "Initial Term") of this Agreement shall commence on
[Estimated Date of Commissioning] (the "Commencement Date") and terminate ---------on December 31, 2026 (the "Expiration Date"), subject to extension as provided herein below.
(b) Greenlots shall have the option to extend this Agreement (the "Extension Option")
for one additional five-year term (the "Option Term") by providing written notice of such exercise to Site
Host at least ninety (90) days prior to the Expiration Date. If Greenlots properly exercises the Extension
Option, the Term shall be extended for the Option Term.
( c) The "Term" shall mean the Initial Term, as extended by the Option Term.
3. Use; Energy Storage and Other Services.
(a) During the Term, Site Host shall cause the Charging Stations (and associated
charging parking stalls for use with the Charging Stations) to be available and accessible for use by Site
Host's user groups and, if desired by Site Host, by the general public. Site Host shall maintain the Premises
adjacent to the Charging Stations in good condition, including, but not limited to, repairs, maintenance,
repaving, sweeping and ensuring unrestricted access to users of the Charging Stations without special
permission.
(b) Greenlots shall obtain, at Greenlots' expense, any licenses and permits required
for Greenlots' use of the Premises from all applicable government or regulatory entities (the "Government
Approvals").
( c) Site Host shall provide to Greenlots, if available, the following information with
respect to the Property: a title policy; site survey and electrical or building drawings; geotechnical reports;
parking calculations prepared for the City and County in which the Property is located; and archeological
studies and environmental studies.
2 December 18, 2018 Item #8 Page 23 of 38
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(d) Site Host agrees to allow Greenlots to measure, monitor and analyze Site Host's
energy consumption and utility bills to determine suitability for installation of the Charging Stations and
other Equipment and Lines and related energy management services, and agrees to provide access to
Greenlots to any meters or other devices installed on or about the Premise for such purpose. This is a one-
time measurement and analysis of the electric bill to determine suitability of installing the Charging Stations
and other Equipment and Lines, and optional energy storage system.
( e) Greenlots may decide to install and provide energy storage or other systems for the
purposes of energy management services at the Premises in its discretion, including for any of the following
purposes: reducing demand charge; generating utility bill savings, or increasing solar self-consumption for
the Charging Stations, and if suitable, the Premises. The terms of providing this additional service will be
in subject to Greenlots and Site Host entering a mutually-agreeable separate agreement "Energy
Management Service Agreement". This Agreement is independent of the Energy Management Service
Agreement and any change in either agreement shall not affect the other.
(f) Greenlots shall have the right to perform, with its own employees or by other
contractors, all work related to this Agreement, and Greenlots shall coordinate its activity with Site Host.
(g) Charging Stations provided shall have its own communication method for Internet
connectivity, using cellular or otherwise, and shall not use the Premise's communication lines without prior
explicit consent from the Site Host.
4. Fees; Costs. Greenlots shall not be charged any rent or license fee pursuant to this
Agreement. Site Host shall bear the cost of all utility charges for electricity consumed by the Charging
Stations. The other terms of the agreement between Site Host and Greenlots with respect to user group or
public usage fees are set forth on Exhibit D.
5. Warranty & Maintenance Services. The warranty and maintenance services described on
Exhibit Bare provided for the duration of the Initial Term as part of the program requirements in Electrify
America's settlement agreement. Greenlots shall provide the warranty and maintenance services described
on Exhibit B, but only for so long and to the extent that Electrify America continues to pay Greenlots for
such services in accordance with its agreement with Greenlots. If Greenlots ceases to provide such warranty
or maintenance services, Greenlots shall provide Site Host with at least 3 0 days' prior written notice of such
cessation and shall facilitate communications between Site Host and Electrify America so that Site Host
may seek to obtain such warranty and maintenance services directly from Electrify America or its designee.
6. Network Services. Greenlots shall provide the network services described on Exhibit C,
but only for so long and to the extent that Electrify America continues to pay Greenlots for such services
in accordance with its agreement with Greenlots.
7. Pre-Term Access. From and after the Effective Date, Site Host shall permit Greenlots and
its employees, contractors and other authorized personnel full access to the Premises in advance of the Term
for the purpose of conducting tests and inspections to confirm appropriate conditions exist for Greenlots'
intended use of the Premises, provided that Greenlots shall repair any damage caused to the Premises, if
any by any tests or inspections. If, upon completion of such inspections or tests, Greenlots determines that
the Premises or any portion thereof is not suitable for the purposes contemplated by this Agreement,
notwithstanding anything to the contrary stated in this Agreement, Greenlots shall have the option, at its
election, to not proceed with the services on the Premises or the applicable portion thereof. Exercise by
Greenlots of such option with respect to the Premises shall not affect the validity of any agreement between
Site Host and Greenlots with respect to any other properties.
3 December 18, 2018 Item #8 Page 24 of 38
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8. Construction. Construction and installation of the Charging Stations and supporting
Equipment and Lines shall commence no later than January 31, 2019 and shall be completed no later than
June 30, 2018 (the "Construction Term"). During the Construction Term or during any other period of
construction agreed to by Site Host, Site Host shall provide a staging area no smaller than 325 square feet
in area and reasonably near the Premises for Greenlots and its contractors to store material, equipment and
tools on the Property (the "Staging Area"). Greenlots shall be responsible for providing the container or
'Job box" to be used for storage in the Staging Area. All material, equipment and tools in the Staging Area
shall be stored in the 'Job box" and shall not be visible by the public when not in use. Site Host shall also
allow Greenlots to erect temporary barriers as necessary to ensure the safety of tenants, visitors, and other
personnel who shall be on the Premises or in the Staging Area and other reasonably related construction
activities during the Construction Term. All construction shall be completed lien-free and in compliance
with all applicable laws and ordinances.
9. Hazardous Materials. Site Host represents and warrants to Greenlots that to Site Host's
knowledge, there is and has been no unlawful existence or release of any hazardous wastes, toxic substances
or related materials, including, without limitation, any substances defined as or included in the definition
of "hazardous substance," "hazardous wastes," "hazardous materials," or "toxic substances" under any
federal, state or local laws, ordinances or regulations, now or hereafter in effect, relating to environmental
conditions on, under or about the Premises and improvements thereon ( collectively, "Hazardous
Materials"). Any Hazardous Material that exists or is released on the Premises, and the remediation thereof
shall be the sole responsibility of Site Host.
10. Ownership.
(a) The Charging Stations and other Equipment and Lines shall constitute the personal
property of Greenlots until the Charging Stations are put into service, upon which the Charging Stations
and other Equipment and Lines shall become the personal property of Site Host, subject to forfeiture
pursuant to Section 17.
(b) By way of clarification and notwithstanding any other provision of this Agreement,
Site Host will not acquire any ownership interest or intellectual property right in the software or network
used by the Charging Stations, or any data generated in connection therewith, ownership of which, as
between Greenlots and Site Host, shall remain vested exclusively in Greenlots.
11. Signage; Marketing. Site Host shall allow Greenlots to install mutually agreeable signage
for the Charging Stations at the Premises. Notwithstanding Section 16, Site Host and Greenlots may
promote the location of the Charging Station site for educational and marketing purposes. Nothing in this
Agreement grants either Party any rights to use the name of the other Party, or any variation thereof, in any
advertising, publicity or promotion, without the other Party's prior written consent. Each Party shall notify
the other Party prior to making any public commentary, including any original or subsequent press release,
website posting, or other social media channels. Greenlots or Electrify America may launch a promotional
campaign or make a public announcement which includes references to the Premises or Site Host, and
Greenlots shall notify Site Host beforehand. Site Host shall be deemed to have approved of such campaign
or announcement unless Site Host informs Greenlots of its disapproval within 3 business days of
notification.
12. Ownership of Data. Site Host agrees that (a) Electrify America shall own all data regarding
usage of the Charging Stations during the Term by Electrify America customers, including, but not limited
to, charging session information and user-related information, and (b) Greenlots and Electrify America shall
jointly own all data regarding usage of the Charging Stations during the Term by users other than Electrify
America customers, including, but not limited to, charging session information and user-related
4 December 18, 2018 Item #8 Page 25 of 38
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information. Greenlots shall provide such quarterly reports regarding aggregated data generated by the
Charging Stations as Site Host reasonably may request, provided, however, that Greenlots shall not be
required to provide to Site Host any personally identifiable information or other information disclosure of
which may be prohibited by applicable law.
13. Taxes. Site Host shall be responsible for any taxes imposed on the operating of the
Charging Stations.
14. Relocation of the Premises. If Site Host decides to redevelop the Property and such
redevelopment would impact the Premises and Greenlots' use of the Premises, Site Host may, at Site Host's
sole cost and expense, relocate the Premises to another area on the Property, similar to the Premises in size
and accessibility by the public and such area shall replace the existing Premises under this Agreement. Site
Host may not relocate the Premises to an area outside of the Property without the prior written consent of
Greenlots and Electrify America.
15. Condemnation. If at any time any portion of the Premises shall be condemned or taken by
any governmental authority, Greenlots shall have the right to claim and recover from the condemning
authority, but not from the Site Host, such compensation for the damages to Greenlots' right of access and
right of way and the use of the appliances and equipment in connection with this Agreement, which shall
be payable to Greenlots.
16. Confidentiality.
(a) Each Party may have a proprietary interest or other need for confidentiality in
information that may be furnished to the other pursuant to this Agreement performed hereunder
("Confidential Information"). The Party disclosing such information shall be referred to in this Section as
the "Disclosing Party," and the Party receiving such information shall be referred to as the "Receiving
£arty." This Agreement and its terms shall be treated as Confidential Information.
(b) The Receiving Party shall hold in confidence and, without the consent of the
Disclosing Party, shall not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the
Confidential Information of the Disclosing Party except as permitted herein, and shall exercise at least the
same standard of care in protecting the confidentiality of the Disclosing Party's Confidential Information
as it does with its own Confidential Information of a similar nature, but in any event, no less than reasonable
care.
( c) Confidential Information for purposes of this Agreement shall not include
information that: (i) is or becomes a part of the public domain through no act or omission of the Receiving
Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained
by the Receiving Party either directly or indirectly from the Disclosing Party; or (iii) is lawfully disclosed
to the Receiving Party by a third party without restriction on disclosure. Confidential Information rnay also
be disclosed by the Receiving Party pursuant to a requirement of a governmental agency, court, regulatory
body or by operation of law, provided that the Receiving Party shall disclose only that part of the
Confidential Information that it is required to disclose and shall notify the Disclosing Party prior to such
disclosure in a timely fashion to the extent such notification is permitted under applicable law in order to
permit the Disclosing Party to lawfully attempt to prevent or restrict such disclosure should it so elect, and
shall take all other reasonable and lawful measures to ensure the continued confidential treatment of the
same by the entity to which the Confidential Information is disclosed.
(d) Any provision herein to the contrary notwithstanding, (i) Greenlots may disclose
Confidential Information, as necessary and appropriate, (A) to applicable public utilities commission and
5 December 18, 2018 Item #8 Page 26 of 38
vs 2018-11-28
similar regulatory authorities of the state in which the Premises are located (including their respective staffs)
provided that such disclosure is made under a protective order entered in the docket or proceeding with
respect to which the disclosure will be made or any general protective order entered by the Commission,
and (B) to the extent required by the federal Securities and Exchange Commission reporting and disclosure
laws for publicly traded entities, as applicable, and (ii) to the extent Site Host is a governmental entity, Site
Host may disclose Confidential Information to the extent such information constitutes a record required to
be made available to the public by such governmental entity under applicable law.
17. Termination.
(a) Greenlots may terminate this Agreement at any time following the termination of
Greenlots' agreement with Electrify America, upon at least ten (10) days' written notice to Site Host.
(b) Either Party has the right to terminate this Agreement if the other Party fails to
observe or perform any covenant to be observed and performed under this Agreement and any such default
shall continue for thirty (30) days after the terminating Party provides written notice of the failure to the
breaching Party. In the event of a termination by Greenlots under this Section 17(b ), and in addition to any
other remedies to which Greenlots may be entitled, Greenlots and/or Electrify America may at once re-
enter the Premises and thereupon take possession of the Charging Stations and other Equipment and Lines
and remove such Charging Stations and other Equipment and Lines from the Premises, whereupon
ownership of such Charging Stations and other Equipment and Lines will vest in Greenlots and/or Electrify
America, as applicable.
( c) Greenlots shall have the right to terminate this Agreement prior to the end of the
Term if so ordered by any governmental regulatory authority or court upon at least ten (10) days' written
notice to Site Host.
( d) Site Host shall have the right to terminate this Agreement for convenience effective
as of any date that is on or after the third anniversary of the Commencement Date by providing written
notice thereof to Greenlots at least 90 days prior to the effective date of such termination. In the event of a
termination by Site Host under this Section 17( d), the following shall apply:
(i) Site Host must, at least 30 days prior to effective date of termination,
remove and return the Charging Stations and other Equipment and Lines to Greenlots or
Electrify America at Site Host's expense, whereupon ownership of such Charging Stations
and other Equipment and Lines will vest in Greenlots and/or Electrify America, as
applicable;
(ii) Site Host shall pay to Electrify America at least 30 days prior to the
effective date of termination an early termination fee equal to the depreciated value of the
Charging Stations, Equipment and Lines on the effective date of such termination,
calculated at a $5,000 value per charging port, depreciated on a 10-year straight line
depreciation schedule from the Commencement Date; and
(iii) Site Host shall pay Greenlots at least 30 days prior to the effective date of
termination an early termination fee equal to the net present value of the software revenue
Greenlots would have received during the remainder of the Term until its natural
expiration, applying a 5% discount rate and assuming software revenue of $360 per
charging port per year.
6 December 18, 2018 Item #8 Page 27 of 38
vs 2018-11-28
By way of clarification, if Site Host sells the Property and the acquirer of the Property
assumes in writing the Site Host's obligations under this Agreement, such sale of the Property shall not be
deemed a termination for convenience under this Section 17(d).
( e) In the event of the termination of this Agreement, a Party shall not have any
obligation to another Party pursuant to this Agreement except (1) that each Party's obligations under the
provisions of Section 16 (Confidentiality), Section 17 (Termination), Section 19 (Indemnity), and Sections
20 through 33, inclusive, of this Agreement, shall survive the termination of this Agreement without
limitation in accordance with their terms, (2) for the obligation to pay any amount owed to another Party in
respect of an obligation arising prior to such termination, and (3) for any liability for a breach of any
provision of this Agreement occurring prior to the termination of this Agreement.
18. Insurance and Subrogation.
(a) Greenlots and all subcontractors of Greenlots working on the Premises or
supporting Equipment and Lines shall acquire and maintain in effect, throughout the term of this
Agreement, insurance coverage as follows: General Liability with minimum limits of $2,000,000 per
occurrence and $2,000,000 General Aggregate/$2,000,000 Products and Completed Operations Aggregate
for bodily injury, personal injury, property damage, contractual liability, and completed operations;
Automobile Liability with "Any Auto" coverage with a minimum combined single limit for bodily injury
and property damage of $1,000,000 per accident; Workers' Compensation as required by law and
Employer's Liability with minimum limits of $1,000,000 each Accident and Disease.
(b) Any such insurance required by this Section shall be procured from an insurance
company having and maintaining a Financial Strength Rating of "A-" or better and a Financial Size
Category of "VII" or better, as rated in the A.M. Best Rating Guide for Property and Casualty Insurance
Companies. The above General Liability policy and Automobile Liability policy shall include Site Host as
an additional insured. Greenlots shall provide Site Host with certificates evidencing the required insurance
prior to commencement of this Agreement. Greenlots' insurance will be deemed primary and
noncontributory in the event of loss or damage in accordance with their obligations under this Agreement
and shall provide a waiver of subrogation in favor of Site Host. Site Host and Greenlots hereby mutually
release each other ( and their successors or assigns) from liability and waive all right of recovery against the
other for any loss or damage covered by their respective first party property insurance policies for all perils
insured thereunder. In the event of such insured loss, neither Party's insurance company shall have a
subrogated claim against the other.
19. Indemnity. Each Party shall defend, indemnify and hold harmless the other Party and the
other Party's officers, directors, managers, employees and agents and all of their respective subsidiaries,
affiliates, directors, officers, managers, employees and agents, and all of their respective successors and
permitted assigns, from and against any and all suits, claims, actions, causes of actions, liabilities, losses,
damages, costs and expenses (including reasonable attorneys' fees and other expenses of litigation) arising
out of any misrepresentation, breach of warranty or covenant or other breach or default by the indemnifying
Party under this Agreement.
20. No Other Warranties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS AGREEMENT, NO PARTY NOR ANY PERSON ON A
PARTY'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR
WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-
INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF
7 December 18, 2018 Item #8 Page 28 of 38
vs 2018-11-28
PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY
DISCLAIMED.
21. Limitation of Liability. EXCEPT FOR LIABILITY FOR INDEMN1FICATION FOR
THIRD PARTY CLAIMS UNDER SECTION 19,LIABILITYFOR BREACH OF SECTION 16
(CONFIDENTIALITY), OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL AP ARTY BE LIABLE UNDER THIS
AGREEMENT TO ANOTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES
OR DIMINUTION INV ALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION
WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES
WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
OTHERWISE) UPON WHICH THE CLAIM IS BASED.
22. Notices. Any notice, request, demand or other communication required or permitted under
this Agreement ( each a "notice" for purposes of this Section) shall be in writing and shall be deemed to
have been duly given and delivered to and received by a person (i) on the day such notice is personally
delivered to such person, (ii) on the first business day after the day on which the notice is deposited with a
nationally recognized overnight courier service, (iii) on the third business day after the day on which the
notice is deposited in the United States mails, registered or certified mail, first class postage prepaid, return
receipt requested, or (iv) on the first business day after the day on which the notice is sent by email, provided
that in the case of clauses (ii), (iii) and (iv), the notice is addressed to such person as follows:
In the case of Site Host:
Carlsbad City Library
1775 Dove Lane
Carlsbad, CA 92011
Attention: Mike Grim
Email: mike.grim@carlsbadca.gov
In the case of Greenlots:
Greenlots
925 N. La Brea Ave.
Los Angeles, CA 9003 8
Attention: General Counsel
Email: chargingstations@greenlots.com
Any Party may alter the address to which notices are to be sent to such Party by giving
notice of such change of address to the other Party in conformity with the provisions of this Section for the
giving of notice.
23. Parties. This Agreement shall inure to the benefit of and be binding upon Site Host,
Greenlots, and their respective heirs, legal representatives, permitted successors, successors in trust and
permitted assigns.
24. Amendments and Waivers. This Agreement may be amended only by written agreement
signed by all Parties. No act or omission or failure of a Party to insist upon the strict performance of the
terms and conditions of this Agreement shall be deemed or construed as a waiver or relinquishment by such
8 December 18, 2018 Item #8 Page 29 of 38
vs 2018-11-28
Party of its right at any time to insist upon the full and complete performance by any other Party of each
and all of the terms and conditions hereof.
25. Assignment. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by a Party (whether by operation of law or otherwise) without the prior written
consent of the other Party; provided, however, that ( 1) a Party may assign without the prior written approval
of the other Party all or any portion of the assigning Party's rights under this Agreement to any subsidiary
or affiliate of the assigning Party, but such assignment shall not relieve the assigning Party of its obligations
hereunder, (2) a Party may assign this Agreement without the prior written approval of the other Party to a
person or entity into which the assigning Party has merged or which has otherwise succeeded to all or
substantially all of the assigning Party's business and assets, and which has assumed in writing or by
operation oflaw the assigning Party's obligations under this Agreement, and (3) Greenlots may assign this
Agreement without the prior written approval of Site Host to Electrify America or any subsidiary, affiliate
thereof or any successor thereto. Subject to the preceding sentence, this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the Parties and their respective successors and permitted
assigns.
26. No Joint Venture. This Agreement shall not be construed as constituting either Party as
partner, joint venture or fiduciary of the other Party or to create any other form of legal association that
would impose liability upon one Party for the act or failure to act of the other Party, or as providing either
Party with the right, power or authority ( express or implied) to create any duty or obligation of the other
Party.
27. Attorneys' Fees and Costs. If there is a dispute between the Parties and either Party
institutes a lawsuit, arbitration, mediation, or other proceeding to enforce, declare, or interpret the terms of
this Agreement, the prevailing Party shall be awarded its reasonable attorneys' fees and costs.
28. Severability of Provisions. If any provision of this Agreement, or the application thereof,
becomes or is declared by a court of competent jurisdiction to be illegal, invalid, void or unenforceable, the
remainder of this Agreement shall continue in full force and effect and the application of such provision to
other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto.
The Parties further agree to negotiate in good faith to replace such void or unenforceable provision of this
Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision.
29. Governing Law/Applicable Forum. This Agreement is made under and shall be governed
by the laws of the State of California. In the event of any controversy or claim arising out of or relating to
this Agreement, the Parties shall first attempt to settle the dispute by mediation, administered by the
American Arbitration Association under its Mediation Rules. If settlement is not reached within sixty days
after service of a written demand for mediation, any unresolved controversy or claim shall be settled by
binding arbitration administered by the American Arbitration Association under its Commercial Arbitration
Rules. The number of arbitrators shall be one. The place of arbitration shall be Los Angeles, California.
Judgment on the award rendered by the arbitrator( s) may be entered in any court having jurisdiction thereof.
The non-prevailing Party in any binding arbitration shall be required to pay the arbitration costs of the
prevailing Party.
30. Interpretation. The Parties agree that they have been represented by counsel during the
negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law,
regulation, holding or rule of construction providing that ambiguities in an agreement or other document
shall be construed against the Party drafting such agreement or document. Paragraph headings used herein
9 December 18, 2018 Item #8 Page 30 of 38
vs 2018-11-28
are for convenience only, and does not limit the scope or meaning of the provisions hereof or otherwise
affect the construction thereof.
31. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with
respect to the subject matter hereof and supersedes all oral and written agreements and understandings made
and entered into by the Parties hereto prior to the date hereof with respect to such subject matter.
32. Counterparts. This Agreement may be executed in one or more counterparts, each of which
constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all
of the Parties need not appear on the same counterpart. Any signature page delivered by facsimile, .pdf or
other electronic transmission with regard to this Agreement or any amendment thereto shall be binding to
the same extent as an originally executed signature page.
33. Further Assurances. Each Party shall execute and cause to be delivered to the other Party
such instruments and other documents, and shall take such other actions, as the other Party may reasonably
request for the purpose of carrying out or evidencing any of the transactions contemplated by this
Agreement.
[Signature Page Follows]
10 December 18, 2018 Item #8 Page 31 of 38
vs 2018-11-28
lN Wl1NESS WHEREOF the undersigned have executed this instrument as of the day and year first
above mentioned.
11
"Site Host"
ZECO SYSTEMS, INC.
By~
Name: Lin-Zhuang Khoo 12/26/2018
Title: Senior Vice-President
"Greenlots"
Number of Charging Stations: 10
Operational Start Time:
EXHIBIT A
Project and Premises
vs 2018-11-28
[Includes detailed description of Premises and connection to the transformer, including Charging Stations,
underground lines and stalls.]
SCOPE OF WORK
1. Proposed product:
{4} Level 2 Dual Port Pedestal Mounted Chargers for a total of (8) Ports
2. Electrical Capacity Review:
1he existing electrical panel is 200-amp at 277 /4-08 volts with existing breakers we will add a 90a breaker to feed a 75KV A
step down transformer that wifl then feed a new 200a 120/208 volts distribution panel that will feed (4) pedestal dual port
chargers ..
3. Conduit routing:
\Mre/ conduit wiJl be routed from existing panel located in the electrical room underground to building outside of elecmc
room where we will mount EMT along the building wafl to new 75KVAstep dov'm transformervmich will feed the new200a
d/slribution panel. From the new 200a panel conduit wlll run underground through the planter and stub-up at each of the
(4-J Pedestal Dual port chargers.
4. Safety / Code Compliance:
Installation per NEC and OSHA safety standards
5. EVSE equipment protection/striping/signcge:
Striping and Stenciling vvill be installed consistent with Eleclrify America Design Guidelines.
6. EVSE installation:
Installation of {4J Pedestal Dual Port chargers per Electrify America Design Guidelines.
7. EVSE Networking: Squid
ReadingsO Pass criteria [dB) 1 2 3
4-G Connectivity is sufficient. A Cell Repeater will not be necessa/Y" Ee/lo -stoo -~---i-"-"-'-'-----il----+---+---if----i SINR 10andabove
RSRP -102too
RSRQ -10to O
; WP focated at Carlsbad, San Diego
i Carlsbad Central Library Complex, Carlsbad, CA 920T1
;:Cif"YofCarlsbadDovelibrary ______ . __________________________________________________ _
Exhibit"A"
Page 1 of 1 December 18, 2018 Item #8 Page 33 of 38
vs 2018-10-27
EXHIBITB
Warranty & Maintenance Services
1. Site Construction. Greenlots shall provide a one year warranty for its site construction
work, excluding installed charging equipment as set forth below. Construction work
includes but is not limited to, any site work, excavation, concrete, asphalt pavement,
electrical work, installation of signage, landscaping, and any other items in the design and
build scope under this Agreement.
A. Repair or Replacement. Greenlots shall repair or replace its work, together with any
adjacent work which is displaced or damaged by so doing, that proves defective in
workmanship, material, or operation within (1) year of owner acceptance. Ordinary
wear and tear due to charging station usage and incidental damage is excepted.
2. Equipment and Services Warranty. Greenlots shall provide the equipment and service
warranty authorized by Electrify America in accordance with Section 5 of this
Agreement. This warranty does not apply to defects resulting from alteration or
modification to equipment outside scope of work, vandalism or abuse, relocation of
equipment not previously authorized, unauthorized software or firmware, and events due
to force majeure.
3. Repair and Maintenance. Maintenance categories include routine maintenance ( e.g.,
preventative), corrective maintenance (e.g., identify, isolate and correct), and event-
driven maintenance (e.g., vandalism, theft, damage). Greenlots will also provide technical
support by means of a toll-free number and also by website. The maintenance phase will
begin once the charging unit is commissioned on site and put into operation. Routine
maintenance will be performed according to equipment manufacturer instructions.
Corrective maintenance will be performed on an as-needed basis by Greenlots. Event-
driven maintenance will occur as necessary and will be initiated by the Site Host.
Greenlots reimbursement for event-driven maintenance will be the responsibility of the
Site Host.
Exhibit"B"
Page 1 of 1
December 18, 2018 Item #8 Page 36 of 38
V8 2018-10-27
EXHIBIT C
Network Services
The Network Services consists of an integrated Internet-based platform (SKY) that has bi-directional
communication with Networked Charging Stations. The platform is made up of:
1. A backend database
2. A front-end user interface for the Site Host
3. A front-end user interface for the user
4. A mobile phone application for the user that is supported on Android and iOS operating systems.
Support for additional operating systems may be added later at Greenlots' sole discretion
5. A payment collection and settlement system
6. A data collection and reporting system
7. A call center for user technical and payment support
Together, the platform performs the following functions:
1. Provides a directory of charging stations belonging to the Site Host, including all pertinent information
such as address, serial number, manufacturer, model, charging type and price for users, if applicable
2. Reports the status of charging stations whether they are in-use, faulted, available or temporarily
unknown
3. Enables the Site Host to set a price for users to use these charging stations
4. Provides a payment method for users to pay for use of these charging stations
5. Provides a payment processor which complies with Payment Card Industry ("PCI") Data Security
Standard DSS") of Visa and MasterCard.
6. Collects usage and charging data from these charging stations and provides them to the user in either
CSV or graphical format
7. Provides first level technical support to users and routes them to the charging station manufacturer for
escalation
8. Provides downloadable usage reports on a daily, weekly, monthly or annual basis consisting of
individual charge session data (user ID, station ID, start time, end time, total duration, total kWh and
total revenue)
9. Provides a monthly statement report detailing total revenue collected from usage fees and total
Greenlots transaction fees, if applicable
SERVICES AND SERVICE LEVELS
Greenlots shall provide services and support according to the following terms:
1. Phone support for payment and technical issues shall be provided to Customers 24 hours a day, 3 65
days a year
2. Greenlots shall ensure that scheduled system downtime occurs only between the hours of 9PM to
5AM Pacific Standard Time to avoid disruption to the Site Host and users.
3. Greenlots shall ensure that unscheduled downtime be responded to immediately and every reasonable
effort be made to restore service
4. The Site Host acknowledges that some downtime may be attributed to charging station hardware
and/or cellular data networks. While Greenlots will promptly report and log the problem to the
associated party; the duration of downtime in this instance is out of Greenlots' control.
Exhibit"C"
Page I ofl
December 18, 2018 Item #8 Page 37 of 38
V8 2018-10-27
EXHIBITD
Electrify America Contract Rider
This Contract Rider to Greenlots Site Hosting Agreement is attached to and hereby incorporated
into the Greenlots Site Hosting Agreement in its entirety.
This site is part of a program made possible through an investment by Electrify America, LLC
("Sponsor"). The following terms are applicable:
1. Overview. Sponsor has provided funding for the electric vehicle service equipment (EVSEs),
installation, network services, and ongoing warranty/maintenance of the EVSEs.
2. Provision of Equipment & Services. Greenlots agrees to:
a. Provide Level II (240 VAC) charge stations (EVSEs) for Site Host use;
b. Provide installation ofEVSEs through subcontractors;
c. Provide an EV charging management platform/network to manage all aspects of the
charging experience;
d. Provide training on how to use the EV Charging management platform; and
e. Provide on-going warranty support and repair through subcontractors, for the Term of the
Agreement.
3. User Fees.
a. Usage fees are optional for employee or resident use of charging stations, and are
determined by the Site Host.
b. If charging is open to public access, then users who are not employees or residents of the
property must be charged a usage fee ("Public Charging Fee") for accessing and using the
charging station.
c. The Public Charging Fee is to be mutually agreed between Site Host and Greenlots and
must at least cover the cost of electricity and is comparable to usage fees of nearby public
charging infrastructure. 50% of the Public Charging Fee will be retained and paid to
Greenlots.
d. For non-public use, Site Host shall pay Greenlots a transaction fee of 10% with a minimum
of $0.50 per transaction for all charging transactions with a usage fee for employee or
resident use. Payment of which will be set off against usage fees collected by Greenlots, or
in case of insufficient usage fees, billed separately.
4. Site Host Representation & Warranty. Site Host represents and warrants that no internal or external
funding sources other than pursuant to this Agreement were considered, committed or likely in
order to obtain the equipment and services to be provided under this Agreement.
5. Incentive Ownership. Site Host agrees that any credits, benefits, rebates, refunds, or similar
governmental incentives, or the value thereof, resulting from the installation and operation of the
Charging Stations belong to Sponsor, and Site Host further agrees to cooperate with a request to
pursue the same, provided that Site Host shall not be required to bear any out-of-pocket costs in
providing such cooperation.
Exhibit"D"
Page I of I December 18, 2018 Item #8 Page 38 of 38
To the members of the:
CITY COUNCIL
A~-~~CA ✓ CC v
Date~CMV coo ✓ --
December 17, 2018
Council Memorandum
To:
From:
Honorable Mayor Hall and M embers of the City Council
Gary T. Barberio, Assistant City Manager
Via: Scott Chadwick, City Manager
{city of
Carlsbad
Re: Responses to Questions from December 17 City Council Briefings
Agenda Item No. 1-Update Local Conflict of Interest Code
Question: What was t he reason for each specific change on the track changes version of the
table? New positions, changes in positions, etc.
Answer:
• Ad,dition of Chief Innovation Officer -New Management position created by City
Manager authority in Summer 2018.
• Deleted Oversight Board -Board no longer exists.
• Addition of Operations Manager -Should have been listed as lnformatiorl)( "j,,.. Technology Operations Manager -Position wa~ recently filled so needed to be included
on Code.
• Addition of Senior Contract Administrator -Position already exists under Public Works.
Position now also exists in Administrative Services.
• Addition of Senior Project Manager -Shou ld have been Senior Program Manager.
Position already exists in Police. Position now also exists in Administrative Services.
• Addition of Senior System Administrator -Position was added in May 2018 via City
Council action.
• Addition of Zoning Enforcement Officer -Position was added in May 2018 via City
Council action.
• Addition of Community Relations Manager -Position already exist s under Legislative
Services. Position now also exists in Library & Cultural Arts Department.
• Addition of Parks Superintendent -Position was added in May 2018 via City Council
action.
• Addition of Transportation Director -Position was added in November 2017 via City
Counc_il action.
• Addition of Associate Contract Administrator-Position is part of the Contract
Administrator series and now exists in Public Works.
• Add ition of Public Works Manager -Position has exist ed since 1999 and should have
previously been added to the Code Updat e.
City Manager's Office
City Hall 1200 Carlsbad Village Drive I Ca rlsbad, CA 92008 I 760-434-2820 t
Honorable Mayor Hall and Members of the City Council
Dec. 18,2018
Page 2
• Addition of Assistant Fire Chief-New Management position created by City Manager
Authority in summer 2018.
Agenda Item No. 2 -Authorize Purchase of Replacement lasers
Question: What is the number of discharges of lasers in past Calendar year?
Answer: Since Jan. 1, 2018, the Police Department has had 11 deployments where suspects
were shot with the darts and 7 deployments where the taser was used in the dry-stun mode
(direct contact). The answer of "1-5" a week was not intended to count the number of times
the taser is shot at a suspect. The number stated was intended to reflect the number of times
that an officer uses the taser to gain compliance from a suspect which may be accomplished by
a) shooting the taser darts at a suspect, b) using the taser in the dry-stun capacity on the
suspect, c) by verbally threatening the use of the taser and pointing the taser at a suspect, and
d) using the visual deterrent of the laser sight on the taser to gain compliance of the
suspect. Data regarding the use of the taser in above methods c-d are not readily available.
Question: How are the waste materials processed from the lasers?
Answer: The expended taser cartridges used in the field are handled as evidence and logged · -·
into police evidence. The tasers, upon replacement, are mailed back to the vendor as part of
the buy-back plan. -
Agenda Item No. 3 -JAG Grant Approval
Question: Does special condition #9 only apply to programs specific to funds?
Answer: Yes, special condition #9 only applies to programs specific to the fund. As the grant is
a contract with the city, only the programs specific to the grant are conditioned by special
condition #9.
With regard to Agenda Item #3 on the Dec. 18, 2018, City Council docket, a question has come
up as to one of the special conditions of the grant. Special condition #9 requires certain actions
and responses in the event of an actual or imminent data breach. The question that has come
up is as follows: in the event of a data breach that involves data collected by the city's license
plate readers ("LPR"), does the city have a policy that requires the city to inform affected
vehicle owners of the actual or imminent data breach?
Special condition #9 does not require the city to inform vehicle owners within 24 hours of an
actual or imminent data breach. Rather, special condition #9 requires the city, within 24 hours
of an actual or imminent breach, to provide notice to the Office of Justice Programs
manager. As the grant is a contract, the city's acceptance of the grant would require the city to
provide that notice in the event of an actual or imminent breach. And, the city would in fact do
so in the event of an actual or imminent data breach.
Honorable Mayor Hall and Members of the City Council
Dec.18,2018
Page 3
In the event of an actual breach of LPR data, the city would follow Civ. Code section 1798.29
and provide notice to affected vehicle owners "in the most expedient time possible and without
unreasonable delay." (Id.) Any notice provided by the city would include all the information
mandated by the state as detailed in Civ. Code section 1792.29{d).
Agenda Item No. 7 -Annual Sister City Program Update
Question: What are the sister city organization's finances?
Answer: Per Council Policy No. 77 programs, relationships and finances are to be shared
annually, which is the reason for the item presentation on Dec. 18, 2018.
Agenda Item No. 8 -Participation in Electrify America Vehicle Charging Program
Question: What is the city's current rate policy for other EVCS available for the public?
Answer: Per the Staff Report (Attachment 1) and current rate policy adopted by the City
Council, it is 35 cents per kilowatt hour ($0.35/kWh). An average EV gets about four miles per
kWh and has a total range of 100 or more miles per full charge. -
Question: Can we use other software vendors after this agreement expires in 8 years?
Answer: The city can use a different EV service provider after the agreement expiration. The
software in the Greenlots charging station is open protocol.
Question: Can these EVCS be used for the public after the 8-year term expires?
Answer: Yes.
Question: How many other providers were considered?
Answer: There are three subsidized EV charging programs: NRG's EVGO, SDG&E's Power Your
Drive, and VW's Electrify America. The city evaluated all programs available. EVGO was used to
install our public chargers at Stagecoach Park and the State Street parking lot (see Staff Report,
Attachment 2). The EVGO Program did not provide the charging pedestals; the city purchased
them from Chargepoint and uses Chargepoint's subscription service. The city considered Power
Your Drive and recommended not participating in that program (see memo in Attachment 3).
VW's Electrify America was first evaluated in Fall 2017 but the 2017 funding was fully
subscribed. The program is now available for 2018.
Attachments: 1. Staff Report -July 25, 2017
2. Staff Report (Agenda Bill) -July 26, 2016
3. Memo to City Council -Sept. 12, 2018
Honorable Mayor Hall and Members of the City Council
Dec. 18,2018
Page 4
cc: Celia Brewer, City Attorney
Elaine Lukey, Chief Operations Officer
Paz Gomez, Public Works Director
Neil Gallucci, Police Chief
Mickey Williams, Police Captain
Vicki Quiram, Utilities Director
James Wood, Environmental Manager
Mike Grim, Climate Action Plan Administrator
Jason Haber, Assistant to the City Manager
Sheila Cobian, City Clerk Services Manager
Attachment-I
#8
CAReview IM--'
CITY COUNCIL
Meeting Date
To:
From:
Staff Contact:
Subject
July 25, 2017
Mayor and City Council
Kevin Crawford, City Manager
Jason Haber, Assistant to the City Manager
Jason.Haber@carlsbadca.gov
Public hearing and resolution amending the Master Fee Schedule to
establish an Electric Vehicle Charging Fee
Recommended Action
Conduct a public hearing and adopt a resolution amendingthe Master Fee Schedule to
establish an Electric Vehicle Charging Fee for public use of city-owned electric vehicle
charging stations.
Executive Summary
Currently, electric vehicle (EV} drivers can charge their vehicles at the city's EV charging
station at Alga Norte Community Park without paying a fee. Based on an evaluation of
current city policies, expert recommendations, approaches taken by other California
cities, and operating and capital costs borne by the city, staff recommends that Council
establish a $0.35/kWh Electric Vehicle Charging Fee.
Discussion
The city currently owns and operates one EV charging station, which was installed at Alga
Norte Community Park in September 2015. lt is a dual-port Level 2 ChargePoint networked
station.
For nearly two years, the city has funded all costs associated with operating the station
and has not passed any of the costs along to customers. In 2016, operating costs totaled
approximately $4,600, including an estimated $3,500 in electricity charges and $1,100 in
fees for warranty and network services.
On July 26, 2016, the City Council adopted Resolution No. 2016-161 approving a contract
with EVGO Services LLC, to install additional electrical infrastructure on two city-owned
sites (Oak Street Parking Lot and Stagecoach Park Parking Lot) where EV charging stations
can be installed. At that time, staff committed to researching and presenting a
recommendation concerning the establishment of an EV Charging Fee prior to installation.
Staff is recommending that Council adopt a $0.35/kWh Electric Vehicle Charging Fee, which
would allow the city to meet operating costs and recover 50% of capital costs. The
recommended fee is low enough to encourage frequent use, and its inclusion in the Master Fee
Page 139
Schedule (which is reviewed and approved annually) would provide the flexibility to ensure
alignment with future demand and cost of service.
Policy Background
The General Plan Sustainability Element references the city's 2011 greenhouse gas emissions
inventory in noting that "the transportation sector was the largest source of emissions,
generating approximately 273,745 metric tons of CO2e, or 39 percent of total 2011 emissions.
Transportation sector emissions are the result of diesel and gasoline combustion in vehicles
traveling with trips either entirely within the boundaries of Carlsbad, or with one trip-end in the
city." General Plan Policy 9-P.2 states the city's intention to "continue efforts to decrease use of
energy and fossil fuel consumption in municipal operations, including transportation .... "
General Plan Policy 3-P.17, included in the General Plan Mobility Element, notes that the city
will "consider innovative design and program solutions to improve the mobility, efficiency,
connectivity, and safety of the transportation system ... [and that] innovative solutions include ...
electric and solar power energy transportation systems .... "
Carlsbad's Environmental Guiding Principles recognize the importance of promoting efficient
transportation and the use of low emission fuel sources, and articulate the city's support for
programs that optimize the use of low-emission alternative fuel vehicles.
The 2017 City Council Goals include an aspiration to become a leader in multimodal
transportation ~ystems and creative approaches to moving people and goods through and
within Carlsbad. This goal is directly supported by the city's efforts to improve transportation
sustainability and the cost-effective provision of electric vehicle charging infrastructure.
The City of Carlsbad Climate Action Plan {CAP} includes greenhouse gas reduction measures,·
including a measure to promote an increase in the amount of Zero-Emissions Vehicle miles
traveled from a projected 15 percent to 25 percent of total vehicle miles traveled by 2035. A
Zero-Emissions Vehicle (ZEV) is a vehicle that emits no tailpipe pollutants from the on board
source of power, such as electric vehicles, fuel cell vehicles, and plug-in hybrids (when
operating in electric mode).
And finally, the city's Sustainability Guiding Principles recognize that developing a sustainable
community is based on employing cost-effective programs.
Expert Recommendations
To deliver on the city's CAP commitment to prepare a community-wide EV charging station
siting plan, The City of Carlsbad Electric Vehicle Supply Equipment {EVCS) Infrastructure
Assessment {EVCS Siting Recommendations Report) was prepared by the Center for Sustainable
Energy in August 2015. That report evaluated the feasibility, and prioritized the suitability of
installing EV charging stations at 21 unique City of Carlsbad properties. The report included a
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variety of policy recommendations, including that the city consider the fundamental question
of whether it wants to implement a fee for EV charging, or offer it for free.
Plug-in San Diego is a grant-funded partnership between the Center for Sustainable Energy and
SANDAG, which provides technical assistance in support of EV adoption and implementation.
The city consulted Plug-In San Diego in 2016, requesting their assistance in evaluating market
rates for EV charging in the San Diego region, and to solicit recommendations for pricing of EV
charging services. In August 2016, Plug-in SD provided the following recommendations
regarding the establishment of a Carlsbad EV Charging Fee:
1. Be low enough to encourage frequent use,
2. Fully cover operational costs,
3. At least partially address capital cost recovery,
4. Plan for flexibility in future pricing to match demand.
As demonstrated below, and based upon the city's experience with EV charging at Alga Norte
Community Park, an EV Charging Fee of $0.35/kWh is expected to meet the city's operational
costs and recover approximately 50% of capital costs over the life of the EV charging station
equipment.
As proposed, the fee encourages frequent use by being comparable to rates charged across the
region and state. To augment the market analysis prepared by Plug-in SD, city staff surveyed
fees charged by municipalities and other public entities for EV charging throughout California.
Our findings show that a broad range and variety of pricing schemes are being deployed across
the state with fees ranging from $0 to $2 per hour, and/or $0 to $0.59/kWh. Among the
surveyed agencies that do charge, per kWh fees range from $0.20/kWh to $0.59/kWh.
This point is further supported by comparing the fuel economy of gasoline driving versus
electric vehicle driving. Assuming an average gasoline powered car gets 25-mpg and pays $3.00
per gallon for fuel; a per mile cost of $0.12 is achieved. For the electric vehicle, assuming a
range of 4 miles per kWh and a fee of $0.35/kWh results in a per mile cost of $0.0875; a 27%
cost incentive over gasoline driving.
And finally, given the city's practice of reviewing and adopting its Master Fee Schedule on an
annual basis, adequate flexibility is ensured to allow future pricing to match demand, as well as
to respond to any fluctuations in operational and capital costs.
Recommended EV Charging Fee: $0.35 per kilowatt-hour {$0.35/kWh}
The ChargePoint EV charging station at Alga Norte Community Park can be programmed by
city staff to require the collection of user fees. Users would be required to activate a
ChargePoint membership account via the ChargePoint mobile app or by calling ChargePoint
driver support and linking to a credit card or PayPal account. Fee payment would be made
by the user to Charge Point at the time of use. The city would then receive a monthly
remittance from ChargePoint.
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Page 141
Assessing a fee of $0.35/kWh for Electric Vehicle Charging would meet the city's operating
costs and would achieve recovery of approximately 50% of capital costs over the life of the
equipment. The recommended fee is comprised of the components outlined, as follows:
Cost of Electricity: $0.21/kWh
The electricity rate paid by the city for EV Charging at Alga Norte Community Park is
$0.21 per kWh (including electricity delivery and generation charges, taxes and fees).
Cost of NetworkServices & Cost of Warrantv: $0.061/kWh
When the city purchased its EV charging station in 2015, three (3) years of
ChargePoint Network Services and a five (5) year Assure Warranty were included in
the purchase price. Network services allow charging station data and payments to
be transmitted to ChargePoint, and for station operations to be monitored and
managed remotely by city staff. The Assure Warranty guarantees 98% charging
station uptime and one calendar day response time for all service calls. Fees for
these bundled services were not specified in the purchase price; however, current
pricing totals $1,115 per year.
ChargePoint data for 2017 indicates a 6.4 percent usage increase at the Alga Norte
EV charging station. As such, approximately 18,000 kWh of EV charging is expected
to occur at Alga Norte Community Park in 2017. Dividing the annual cost of services
($1;115) by the projected number of kWh (18,000) results in a per kWh cost of
$0.061.
50% Capital Cost Recovery: $0.044/kWh
The City purchased its EV charging station for $19,900; installed. Subtracting the
value of the bundled services discussed above, the capital cost of the installation
was $15,910. Assuming a 10-year equipment lifespan, a per kWh fee of $0.044
would achieve a 50% cost recovery on the capital cost ($7,955).
Payment Processing Fee (10%}: $0.035/kWh
When customer payments are required at a Charge Point charging station, a 10-
percent Payment Processing Fee is applied to each charging session. In order to fully
recover the city's direct operating cost of $0.315 per kWh, $0.035 per kWh should
be added to cover the ChargePoint Payment Processing Fee.
fiscal Analysis
No funding is being requested at this time. Assuming the projected 2017 usage of 18,000 kWh,
and operating costs of $0.315/kWh, it is anticipated that the city would recover annual costs
totaling approximately $5,670 if a $0.35/~Wh fee were to be charged to the users of the city's
existing charging station at Alga Norte Community Park. Revenue generated would reimburse
the General Fund for expenditures made from the Parks and Recreation Operating Budget for
Alga Norte Community Park.
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Next Steps
Should the Council choose to establish the recommended EV Charging Fee, the fee would
become effective on September 1, 2017, concurrent with the 2017-18 Master· Fee Schedule.
The city will proceed with installing the below-ground electrical infrastructure for EV charging
stations at the Oak Street Parking Lot and Stagecoach Park Parking Lot pursuant to the
approved contract with EVGO. Once complete, the city will proceed with the installation of
above-ground charging stations at those locations. If the stations are owned by the city, they
will be subject to the adopted EV Charging Fee. However, if a third party vendor is contracted to
furnish and operate the stations, user fees may be determined during contract negotiations
with the city.
Environmental Evaluation (CEQA}
Pursuant to Public Resources Code Section 21065, this action does not constitute a "project''
within the meaning of CEQA in that it has no potential to cause either a direct physical change
in the environment, or a reasonably foreseeable indirect physical change in the environment,
and therefore does not require environmental review.
Public Notification
Information regarding public notification of this item such as mailings, public hearing notices
posted in the newspaper and on the city website are available in the Office of the City Clerk.
Should the City Council decide to adopt the proposed fee, users of the city's EV charging station
and the general public will be provided with notice via on-site signage and onllne
communications in advance of the fee's effective date.
Exhibits
1. A Resolution of the City Council of the City of Carlsbad, California, Amending the Master
Fee Schedule to Establish an Electric Vehicle Charging Fee
5 Page 143
Exhibit 1
RESOLUTION NO. 2017-146
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA,
AMENDING THE MASTER FEE SCHEDULE TO ESTABLISH AN ELECTRIC VEHICLE
CHARGING FEE.
WHEREAS, the City Council of the City of Carlsbad, California has the authority to establish
fees for City services; and
WHEREAS, from time-to-time said fees are reviewed and evaluated to maintain an adequate
fee structure recovering costs for City services; and
WHEREAS, the City Council has determined that collecting an Electric Vehicle Charging Fee of
$0.35 per kilowatt-hour ($0.35lkWh) would not exceed the cost of providing electric vehicle charging
services; and
WHEREAS, the Electric Vehicle Charging Fee is comprised of the following five components:
1. Cost of Electricity; 2. Cost of Network Services; 3. Cost of Warranty; 4. 50 percent of Capital Cost
Recovery; and 5. Payment Processing Fee; and
WHEREAS, the City Council has held a public hearing and allowed for public comment on the
establishment of said fee.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
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1. That the above recitations are true and correct.
2. That the Master Fee Schedule is hereby amended to establish an Electric Vehicle
Charging Fee in the amount of $0.35 per kilowatt-hour as shown in Attachment A.
3. That this fee shall become effective on September 1, 2017.
4. That the Electric Vehicle Charging Fee may be adjusted annually as part of the Master
Fee Schedule update, with the amount of the adjustment based on changes in one or
more of the components of the Electrical Vehicle Charging Fee (Cost of Electricity, Cost
of Network Services, Cost of Warranty, 50 percent of Capital Cost Recovery, and
Payment Processing Fee).
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 25th day of J!!.!y, 2017, by the following vote, to wit:
AYES: M. Hall, K. Blackburn, M. Schumacher, C. Schumacher, M. Packard.
NOES: None.
ABSENT: None.
(SEAL)
Category
Misc. Fees
Fee Description
City of Carlsbad
Master Fee Schedule
Section 1. General City Service Fees
2017-18
Electric Vehicle Charging Fee
Attachment A
16-17 Fee 17-18 Fee
$0 $0.35/kWh
Page 146
AHachmenf-2
CITY OF CARLSBAD -AGENDA BILL
AB# 22 360 ADOPT A RESOLUTION FOR THE APPROVAL OF A CONTRACT DEPT. DIRECTOR
DATE: 7-26-16 WITH EVGO SERVICES LLC FOR A SUM OF $0 DOLLARS TO CITY ATTY. fk INSTALL ELECTRICAL INFRASTRUCTURE AT TWO CITY SITES
DEPT. PW-CM&I FOR FUTURE ELECTRICAL VEHICLE CHARGING STATIONS CITY MGR. \t.,-V
RECOMMENDED ACTION:
Adopt a Resolution approving and authorizing the execution of a Contract with EVGO Services LLC (formerly
NRG EVGO, Inc.,) to install electrical infrastructure from existing transformers on two city owned sites to a
number of locations where electrical charging stations can be installed.
ITEM EXPLANATION:
Consistent with the recently adopted General Plan and Climate Action Plan, city staff have been exploring
opportunities to deploy electrical vehicle charging stations (EVCS) at city facilities. An interdepartmental
team's early activities centered on educating themselves on EV charging technologies, programs, services,
and funding opportunities. The team held meetings with equipment providers, service providers and SDG&E
representatives. In late 2014 to early 2015, members of the team worked with Parks & Recreation staff and
Chargepoint, Inc. to install a dual-head EVCS at Alga Norte Park, as a pilot project to learn about EVCS
services, public demand and usage patterns, administrative support needs, etc. This EVCS unit can be used
by anyone with an electrical vehicle, and is currently in very high demand as can be seen by accessing the
charging account on line.
In mid-2015, the team engaged the Center for Sustainable Energy to conduct, at no cost to the city, an EVCS
site assessment of various city facilities. The assessment screened 21 city owned sites and ranked 11 of them
for potential EVCS installation. Top ranked sites include The Shoppes at Carlsbad parking lot, Oak Street
parking lot, City Hall, Cole Library, Dove Library, the Faraday Center and Stagecoach Park.
EVGO Services LLC is under a legal mandate to build out California's electrical vehicle charging system
infrastructure in workplace and public facilities statewide, at no cost to the public agencies or property
owners. During the last six months, staff has been working with EVGO Services LLC to evaluate the existing
electrical service capacity at the 11 top ranked sites. Some of these sites were found to have inadequate
electrical capacity, some were estimated to exceed the EVGO Services LLC budget limit of $30,000 per site
for installing the infrastructure and some sites were undergoing construction activity so standard
transformer loads could not be determined. However, after an evaluation of the 11 top ranked sites, two
of them were found to be suitable -the Oak Street parking lot, where two charging stations can be
accommodated and the Stagecoach Park parking lot, where 10 charging stations can be accommodated.
DEPARTMENT CONTACT: Steven Stewart 760-602-7543 steven.stewart@carlsbadca.gov
FOR CLERK USE.
COUNCIL ACTION:
Item #8 -AB #22,360
APPROVED
DENIED
CONTINUED
WITHDRAWN
AMENDED
j1.(
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CONTINUED TO DATE SPECIFIC •
CONTINUED TO DATE UNKNOWN •
RETURNED TO STAFF •
OTHER -SEE MINUTES •
REPORT RECEIVED •
July 26, 2016 Page 1 of 14
Electrical Vehicle Charging Station Infrastructure Installation -Approval of Contract
July 26, 2016
Page2of2
At this time, staff would like to engage EVGO Services LLC to install this infrastructure at these two sites.
Staff recommends that City Council approve the Contract with EVGO Services LLC for the electrical
infrastructure installation in the amount of $0, as a result of staff's evaluation of feasible city sites,
available EVCS technology and their understanding of EVGO Services LLC's work scope.
FISCAL IMPACT:
The Contract with EVGO Services LLC is inclusive of construction permitting, SDG&E coordination,
procurement of all equipment and infrastructure materials, excavation, installation of infrastructure and
transformer meter pedestals, backfill, compaction and restoration of hardscaping and landscaping, all at
no cost to the City of Carlsbad. Funds are not needed to support this recommendation. The installation
of charging stations will be competitively bid and contracted through Public Works, following the
installation of this infrastructure.
ENVIRONMENTAL IMPACT:
This project is exempt from the California Environmental Quality Act (CEQA) per State CEQA Guidelines
Section 15301(a) -interior or exterior alterations involving such things as interior partitions, plumbing
and electrical conveyances.
PUBLIC NOTIFICATION:
None required.
EXHIBITS:
1. Resolution approving and authorizing the execution of a Contract with EVGO Services LLC for a sum of
$0 dollars to install electrical infrastructure at two city sites for future electrical vehicle charging stations.
Item #8 -AB #22,360 July 26, 2016 Page 2 of 14
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RESOLUTION NO. 2016-161
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, FOR THE APPROVAL OF A CONTRACT WITH EVGO
SERVICES LLC FOR A SUM OF $0 DOLLARS TO INSTALL ELECTRICAL
INFRASTRUCTURE AT TWO CITY SITES FOR FUTURE ELECTRICAL
VEHICLE CHARGING STATIONS.
WHEREAS, the City Council of the City of Carlsbad, California has determined that it is
necessary, desirable, and in the public's best interest to install electrical infrastructure for
electrical vehicle {EV) charging in the city where feasible; and
WHEREAS, city staff has engaged an independent consultant to evaluate and prioritize
potential city sites that would be best suited for EV charging; and
WHEREAS, city staff and EVGO Services LLC have further evaluated these prioritized sites
to determine the electrical capacity that currently exists in these locations for the installation of
such infrastructure, and has selected two sites for this installation; and
WHEREAS, city staff has completed an evaluation of electrical vehicle charging service
providers and available technologies in the marketplace; and
WHEREAS, EVGO Services LLC is under a legal mandate to build out California's electrical
vehicle charging system infrastructure in workplace and public facilities statewide, at no cost to
the owners thereof; and
WHEREAS, the City Attorney's office has reviewed and approved of the Contract
proposed by EVGO Services LLC.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
California, as follows:
1. That the above recitations are true and correct.
lte #8 -AB #22,360 July 26, 2016 Page 3 of 14
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2. That EVGO Services LLC is accepted as the entity to coordinate and execute the
work of this project.
3. That the Contract with EVGO Services LLC meets the requirements of the city,
and the Mayor is hereby authorized to execute a Contract with EVGO Services LLC for this
project, and the Contract is attached hereto as Attachment A.
4. That the award of this Contract is based on EVGO Services LLC submitting the
required construction schedule and installation plan for approval, as described in the Contract.
lte #8 -AB #22,360 July 26, 2016 Page 4 of 14
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PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City
of Carlsbad on the 26th day of J.!!!y, 2016, by the following vote to wit:
AYES: Hall, Wood, Schumacher, Blackburn, Packard.
NOES: None.
ABSENT: None.
ATTEST:
(SEAL)
lte #8 -AB #22,360 July 26, 2016 Page 5 of 14
CONSTRUCTION SERVICES AGREEMENT
Host:
CITY OF CARLSBAD,
r 1 \ Agreement Date:
vV. '1 ~ · , 2016
a municipal corporation of the state of California
This Construction Services Agreement ("Agreement") is entered into as of the Agreement Date by Host
and EVGO SERVICES LLC, a Delaware limited liability company ("EVgo").
A. Host Property & Premises
Host Property:
See Exhibit A for a list of Host Properties. This Agreement shall be construed as a separate agreement as
to each Host Property.
The location where the Installation Activities (defined below) shall take place at the Host Property (the
"Premises") is shown on the attached Exhibit A. Once EVgo obtains a right of way permit from Host,
Host grants to EVgo a non-exclusive license to use and occupy the Premises for, as applicable, the·.
design, development, construction, installation, and other activities set forth in the Agreement.
B. Scope of Work
1) EVgo shall be responsible for performing the Scope of Work identified on Exhibit B
attached hereto (the "Installation Activities") for the installation of:
The number of Make-Ready Stubs at such Host Property set forth on Exhibit A. A "Make-Ready
Stub" consists of electric infrastructure, including without limitation conduit, wire, circuit breakers, and
junction boxes, as applicable, to support one circuit capable of supporting electric vehicle service
equipment, all as set forth in more detail on Exhibit B.
2) Unless otherwise specified on Exhibit A, Host shall be responsible for a total of:
$--0--towards the costs of such Installation Activities at each Host Property, payable upon
completion of the Installation Activities at such Host Property.
3) The term of this Agreement shall commence on the Agreement Date. Either party may
terminate this Agreement upon thirty (30) days' prior written notice to the other party, provided that
EVgo shall not terminate following commencement of the Installation Activities and prior to completion.
In addition, if Host terminates the Agreement (other than for cause) prior to completion of Installation
Activities, Host shall reimburse EVgo for all costs incurred by EVgo relating to the Installation Activities
within thirty (30) days of EVgo1s presentation of an invoice and supporting documentation.
4) Before beginning the Installation Activities, EVgo shall provide a copy of the
construction schedule and installation plans to Host for its approval, which approval shall not be
Item #8 -AB #22,360 July 26, 2016 Page 6 of 14
unreasonably delayed or withheld. No work will begin until plans have been approved by Host and all
applicable permits and certifications have been obtained.
5) With respect to the Installation Activities, EVgo shall:
a. designate the contractors or other service providers and be solely responsible
for supervising such Installation Activities;
b. cause its designated contractors and service providers to obtain from
governmental authorities all licenses, permits, or other approvals (collectively, "Approvals") required to
conduct such installations. Host will reasonably cooperate with EVgo's designated contractors and
service providers as required to obtain such Approvals;
c. bring on the Premises and permitted adjacent areas of the Host Property only
those materials and equipment that are being used directly in the Installation Activities;
d. perform Installation Activities only during times and days acceptable to Host
and in a manner so as to not unreasonably interfere with Host's business operations;
e. not permit or suffer any mechanic's or materialmen's liens to attach to the
Premises. If such a lien attaches to the Premises, EVgo shall remove or bond over such lien at EVgo's
sole cost and expense, within twenty (20) days of EV go receiving written notice thereof from Host.
6) Host shall reasonably cooperate with EVgo to facilitate EVgo's Installation Activities,
including the provision of electricity to the Make-Ready Stub.
7) All electric infrastructure installed as part of the Installation Activities shall become
fixtures of the Host Property (and not the property of EVgo) upon completion of such installation and
the full payment of any applicable costs described above.
8) EVgo shall pass on to Host the warranties of its subcoritractorsI which shall be no less
than twelve (12) months.
C. INTENTIONALLY OMITTED.
D. Public Statements. EVgo may publicly disclose the .name of Host, the address of the Host
Property, the number of Make-Ready Stubs at the Host Property, and brief status information about the
progress of construction at the Host Property.
E. Representations, Warranties & Covenants
1) Each of Host and EVgo hereby represents and warrants to the other that, as of the
Agreement Date: (a) it has all necessary power and authority to execute, deliver, and perform its
obligations hereunder; (b) the_ execution, delivery, and performance of the Agreement have been duly
authorized by all necessary action and do not violate any of its governing documents, any contract to
which it is a party, or any law or regulation applicable to it; (c) there is no pending or, to its knowledge,
threatened litigation or proceeding that may adversely affect its ability to perform the Agreement; (d) it
is duly organized and validly existing under the laws of the jurisdiction of its organization; (e) the
Item #8 -AB #22,360 July 26, 2016 Page 7 of 14
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Agreement constitutes a legal, valid and binding obligation of such party, except as enforceability may
be limited by applicable bankruptcy or similar laws and by general principles of equity; and (f) at all
times during the Term, it will comply with applicable federal, state, and local laws, rules, regulations in
performing its obligations under the Agreement.
2) Host further represents, warrants and covenants that it has obtained or shall obtain
prior to the commencement of EVgo's Installation Activities any and all consents or approvals required
in order for Host to grant the rights and perform its obligations under the Agreement, and for EVgo to
take the actions contemplated in the Agreement.
F. EVgo Insurance.
1) During the Term, EVgo shall maintain in full force and effect, at its cost and .expense, the
following coverages and amounts of insurance: (i) Statutory Worker's Compensation Insurance, and
Employer's Liability limits of $1,000,000 per accident per employee; (ii) Commercial General Liability
Insurance, written on an occurrence basis, covering bodily injury (including death), personal injury, and
property damage, with limits of not less than $1,000,000 per occurrence, $2,000,000 aggregate;
(iii) Automobile Liability with a combined single limit of $1,000,000; and (iv) $1,000,000 in excess liability
coverage per occurrence, which coverage shall sit excess of the scheduled underlying General Liability,
and Automobile Liability and Employer's Liability Insurance policies with exclusions that are no more
broad that those contained in the underlying policies.
2) With respect EVgo's Commercial General Liability Insurance, Automobile Liability
Insurance and Excess Liability Insurance, include Host as an additional insured with respect to liability
arising out of EVgo's performance under the Agreement. EVgo shall consider its own insurance primary,
and shall not seek contribution from similar insurance being maintained by the Host as to the acts or
omissions of EVgo.
G. Indemnity
1) Indemnification. Subject to Sections G{2), and G(3) hereof, each party shall indemnify
and hold harmless the other party and its Related Parties from and against all claims, demands, causes
of action, liabilities, costs, damages, losses, penalties, fines, judgments or expenses, including
reasonable attorneys' fees and costs of collection (collectively, "losses") that arise out of or result from
(i) any willful misconduct or negligence of such party or its Related Parties, (ii) any breach by such party
of its obligations, representations or warranties under the Agreement.
2) Waiver. Anything in the Agreement to the contrary notwithstanding, each party hereby
waives every right or cause of action for any and all loss of, or damage to (whether or not such loss or
damage is caused by the fault or negligence of the other party or anyone for whom said other party may
be responsible) the Host Property and any improvements thereon, or to the personal property of either
party, or its respective affiliates, representatives, agents, officers, directors, managers, members,
shareholders, partners, contractors, or employees ("Related Parties"), regardless of cause or origin.
These waivers and releases shall apply between the parties and they shall also apply to any claims under
or through either party as a result of any asserted right of subrogation.
3) Limitation of Liability. In no event shall either party be liable (in contract or in tort,
including negligence and strict liability) to such other party or its Related Parties for any special,
Item #8 -AB #22,360 July 26, 2016 Page -S of 14
indirect or consequential damages relating to the Agreement. The entire liability of each party for any
and all claims of any kind arising from or relating to the Agreement will be subject in all cases to an
affirmative obligation on the part of the other party to mitigate its damages. Each party's total liability
to the other party and its Related Parties on an aggregate basis arising out of or in connection with
the Agreement, whether in contract or in tort, shall not exceed the total amount expended by the
other party directly in connection with the Agreement, except that this limitation of liability does not
apply to any damages covered by EVgo's insurance policies set forth in Section F [INSURANCE].
H. Miscellaneous
1) Notice. Any notice provided or permitted to be given under the Agreement must be in
writing and be served either by (i) deposit in the mail, addressed to the party to be notified, postage
prepaid, and registered or certified, with a return receipt requested, or {ii) deposit with an
internationally-recognized overnight delivery carrier, with notice of delivery to the recipient party.
Notice given by registered or certified mail or overnight carrier shall be deemed delivered and effective
on the date of delivery shown on the return receipt or proof of receipt, For purposes of notice the
addresses of the parties shall be as set forth in the Agreement. Each party. may change its address for
notice by giving notice thereof to the other party.
2} Assignment. The Agreement may not be assigned without the express written consent
of the other party; provided, however, that EVgo may assign its rights and obligations in and under this
Agreement to a successor by merger or acquisition or successor to all or substantially all of its assets at
any time and without consent. The Agreement is binding on and inures to ·the benefit of the parties and
their respective heirs, successors, assigns, and personal representatives.
3) Severability. If any term of the Agreement is held by any court of competent jurisdiction
to be invalid, such invalidity shall not invalidate the remainder of the Agreement and the Agreement
shall be construed and deemed reformed to the extent necessary to render valid such term and the
rights and obligations of the parties shall be enforced accordingly.
4) Governing Law; Waiver of Jury Trial. The Agreement shall be governed by and
interpreted in accordance with the internal laws of the state where the Host Property is located without
giving effect to conflict of law rules. The parties hereby waive any and all rights to request or require
that a jury determine any fact, matter, dispute or litigation between them, or render any judgment or
decision, in any way concerning the Agreement, and agree that any and all litigation between them
arising from or in connection with the Agreement shall be determined by a judge sitting without a jury.
5) Remedies. The rights and remedies provided by the Agreement are cumulative, and the
use of any right or remedy by any party does not preclude or waive its right to use any or all other
remedies. These rights and remedies are given in addition to any other rights a party may have under
any applicable law, in equity or otherwise.
6) Force Majeure; Change in Law. Neither party is responsible for any delay or failure in
performance of any part of the Agreement to the extent that delay or failure is caused by fire, flood,
explosion, war, embargo, government requirement, civil or military authority, act of God, act or
omission of carriers or other similar causes beyond the party's control. If any rule, directive, order,
decision or law adversely impacts the ability for EVgo to perform its obligations under the Agreement
without becoming licensed or otherwise regulated by a public utility commission or analogous agency in
Item #8 -AB #22,360 July 26, 2016 Page 9 of 14
the relevant jurisdiction, EVgo may, at its option, immediately suspend performance under the
Agreement and/or terminate the Agreement upon notice to Host and without penalty.
7) Attorneys' Fees. If either party institutes a suit against the other for violation of or to
enforce any covenant, term or condition of the Agreement, the prevailing party shall be entitled to
reimbursement of all of its costs and expenses, including, without limitation, reasonable attorneys' fees.
8) No Third Party Beneficiaries. The Agreement does not confer any rights or remedies on
any person other than the parties and their respective successors and permitted assigns.
9) Integration; Amendments. The Agreement contains all Agreements, promises and
understandings between the parties, and that there are no verbal or oral Agreements, promises or
understandings between the parties. Any amendment, modification or other change to the Agreement
shall be ineffective unless made in a writing signed by the parties hereto.
10) Counterparts. The Agreement may be executed in any number of counterparts with the
same effect as if all the parties had signed the same document.
11) Construction. All documents or items attached to, or referred to in, the Agreement are
incorporated into the Agreement as fully as if stated within the body of the Agreement. Each party has
cooperated in the drafting, negotiation and preparation of the Agreement and nothing herein shall be
construed against either party on the basis of that party being the drafter of such language.
[Signature Page Follows
Item #8 -AB #22,360 July 26, 2016 Page 10 of 14
I I I I I '
HOST:
CITY OF CARLSBAD,
a municipal corporation of the State of California
By: ·'1u fl. '! /± c~~
Mayor
ATTEST:
By:~-
BARBARAENS0N
Notice Address:
Steven Stewart, Municipal Project Manager
City of Carlsbad
1635 Faraday Ave.
Carlsbad, CA 92008
EVGO:
EVGO SERVICES LLC,
a Delaware limited liability company
By:
~·
Name:---=-.ft..:....:::...l-e.!--~ ~S:¼~N-=-01'---"""k __
Title: C~-« o\'k~Nj Oft:il-e,-
Notice Address:
1000 North Post Oak Road, Suite 240
Houston, Texas 77055
Attn: President
with a copy to:
1000 North Post Oak Road, Suite 240
Houston, Texas 77055
Attn: General Counsel
If required by City, proper notarial acknowledgment of execution by contractor must be attached. !Ll!
corporation, Agreement must be signed by one corporate officer from each of the following two
groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY: --'-'(fk=--=~~+--
Deputy City Attorney
Exhibit A
Host Property & Premises
Host Property Address # of Make-Ready Stubs
State Street Parking Lot, (south of Carlsbad 2
Village l;)r)
3045 State St. Carlsbad Ca. 92008
APN: 203-296-0600
Stagecoach Park 10
3420 Camino De Los Caches, Carlsbad, CA
92009
APN: 223-060-6100
Total Make Ready Stubs 12
See attached drawings showing the Premises.
Item #8 -AB #22,360 July 26, 2016 Page 12 of 14
State Street P.arfqng
lot, (squth of Carlsbad
Village: Or.)
· 3045 State st. tarlst,ad
Ca.92008
APN: 203-296-0600
staisecoach Parle
3420 camino De Los
f91:hes,
Carlsbad, CA 92009
APN: 223--060--5100
Item #8 -AB #22,360
EXHJBlT A
P'remises
Page~
EVgo~
July 26, 2016 Page 13 of 14
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Item #8 -AB #22,360
Exhibit B
Scope of Work
Caltrans Assessment Summary
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July 26, 2016
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Page 14 of 14
To the members of the:
CllY COUNCIL
ACM \/ CA ✓ CC
Dite'll1$8' CM ✓ COO./
Sept. 12, 2018
CHRON F:LE
Council Memorandum
To: Honorable Mayor Hall and Members of the City Council
From: Paz Gomez, Public Works Director
Via: Elaine Lukey, Chief Operations Officer
Catyof
Carlsbad
Re: San Diego Gas & Electric (SDG&E) Power Your Drive City Participation Update
The purpose of this memorandum is to pro~ide a summary of SDG&E's Power Your Drive
electric vehicle (EV) charging program and the results of the city staff's evaluation of
participation in the. program.
Background
SDG&E's Power Your Drive program offers installation and maintenance of EV charging stations
for Industrial and Commercial employees, commercial fleet operations and multifamily
residential uses at a minimal cost. The charging stations are not available for public use. SDG&E
sets the charging rates and incentivizes charging during midday, when there is typically
abundant electricity on the grid. The program requires a minimum of 10 charging stations at .
each site and the location of those charging stations is limited based upon site characteristics,
such as the location of the electrical transformer. The minimum agreement term is 10 years. If
the host withdrayv-s from the program prior to the 10-year term, they are responsible for the
cost of removal and potentially other costs associated with losses incurred by SDG&E.
Discussion
Public Works Department staff from Environmental Management, General Services and
Transportation Divisions have been working with SDG&E staff to evaluate the feasibility of
implementing the Power Your Drive program at city facilities. Based upon a preliminary review
of site constraints and the number of employees at each location, three sites were proposed for
further analysis: Carlsbad City Library, Georgina Cole Library and the Faraday Center.
Staff worked diligently with SDG&E for several months to further evaluate the three candidate
sites. These efforts included reviewing different iterations of site designs, identifying high-use
public parking areas, informally surveying employee EV ownership, and analyzing current and
near-term future fleet EV mix. Staff also took into consideration program requirements such as
the minimum number of required charging stations and the length and terms of the agreement.
After reviewing the candidate sites, staff determined that participation in the Power Your Drive
program was not feasible at this time. The proposed EV charging locations at both libraries
Public Works Department
Faraday Center 1635 Faraday Ave l Carlsbad, _CA 92008 l 760-602-2730
· Honorable Mayor Hall and Members of the City Council
Sept. 12, 2018
Page 2
would be required to occupy areas frequently used by the visiting public; given the current lack
of employee and fleet EVs, these spaces would be mostly or entirely vacant in the near-term.
Frequently unused EV parking that blocks availability of popular spaces could negatively impact
the perception of EVs and their important role in reducing greenhouse gas emissions.
The Faraday Center is a potential site being considered for a new city hall location, which
causes uncertainty in the long-term city occupancy of the site. Termination of an agreement
with SDG&E prior to the 10-year term expiration would require the city to reimburse SDG&E for ·
all removal costs and any other losses. Given the potentially substantial costs associated with
early contract termination and the uncertainty in site occupancy, EV installation at the Faraday
Center was determined not financially prudent at this time.
Next Steps
After diligent review, staff has determined that participation in the Power Your Drive program is
not fe"asible at this time. Staff will continue to monitor this program and if the criteria or
conditions change in the future, the program will be reevaJuated considering the feasibility and
city's needs at that time.
The site design evaluations and related infrastructure needs learned thro.ugh the Power Your
Drive program will provide benefits to staff as they assess the potential for publicly available EV
charging stations at the three locations. With regard to workplace and fleet vehicle charging
infrastructure, staff is exploring the use of photovoltaics (PV) in "PV-to-EV" installations at
various municipal locations, not only at the three sites proposed for the Power Your Drive
campaign. This design involves the use of solar photovo·ltaic panels and battery storage
dedicated exclusively to EV charging. This system would not be connected to the electrical grid
and therefore would provide more flexibility for locations outside of high-use public parking
areas.
cc: Scott Chadwick, City Manager
Celia Brewer, City Attorney
Gary Barberio, Assistant City Manager
Marshall Plantz, Transportation Director
James Wood, Environmental Manager
John Maashoff, General Services Manager
Mike Grim, Climate Action Plan Administrator
Mike Grim, CAP Administrator
December 18, 2018
City Participation in Electrify
America Program
Climate Action Plan
•Measure L –Increase proportion of
zero-emission vehicles (ZEV)
–Construct electric vehicle charging
infrastructure
–Include ZEV in city fleet
Electrify America Program
•Funded by Volkswagen Group
•Construct electric vehicle (EV) charging
infrastructure
•Multi-family and workplace
•Partnered with Greenlots for implementation
•ELAM subsidizes up to $4,000 per charging port
City Participation
•Faraday Center and Carlsbad City Library
•10 charging ports at each location
•Available to city employees and fleet vehicles
•City owns infrastructure and sets charging
rates
City Participation
•Site Hosting Agreement –eight year term
•Can continue Greenlots subscription after term
•Agreement and infrastructure ownership runs
with property owner
•City cost share is $19,775, or $989 per port
Next Steps
•Execute Site Hosting Agreement
•Coordinate with Greenlots on final project
design
•Coordinate with Greenlots payment of city cost
share
•Greenlots apply for building permits and
construct charging stations