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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 vs 2018-11-28 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 December 18, 2018 Item #8 Page 5 of 38 vs 2018-11-28 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. 2 December 18, 2018 Item #8 Page 6 of 38 vs 2018-11-28 (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. 3 December 18, 2018 Item #8 Page 7 of 38 V8 2018-11-28 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 4 December 18, 2018 Item #8 Page 8 of 38 V8 2018-11-28 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 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 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. 6 December 18, 2018 Item #8 Page 10 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 "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 7 December 18, 2018 Item #8 Page 11 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 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 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 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 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 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 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 19 of 38 vs 2018-10-27 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 V8 2018-10-27 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" Page 1 of 1 December 18, 2018 Item #8 Page 21 of 38 vs 2018-11-28 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 vs 2018-11-28 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 vs 2018-11-28 (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 vs 2018-11-28 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 vs 2018-11-28 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 2 Page 140 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. 3 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. 4 Page 142 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: II II II 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.( • • • • 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 II II II II II II II II II II II II II II II 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 I I ! I I j I 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 -· -· s:r .. SIFHll'a!1t>&~ sr.12luntl'lrll,w(J>I, -DIC."'tad Qryof \11..,1)! :.,,,,,,d 3045S!atl1St.C_,. Co.9.lllO!I - ll!V - Item #8 -AB #22,360 Exhibit B Scope of Work Caltrans Assessment Summary OlllahlaR ........ lddrwpanh ma11!2)-•--ln-100-........... _ Trancha~2S" ard haall P\C cond.it lftla'pud .,.,., ____ ~1-.... - ln!DIIR£Veq&ipmonforldualpodstal..tlh12J~""2placles _ .. ___ ....... ,.....,,.._ Obain.an apptabll mftdr'W~ kctssa'.IO-ampn'IUl..tm.pa-ardi'lnlllll)lm-aiq,480-wtdielitbrRabr Weteotw:iootUkilaJabelHJl!ftll.1IDr.ndlrl;J:;;ilpr:1imb:ms(2)as.ra:assary -!ll--mmmoaswhd> llml[[!llSlVA.-mll!fandm-.nw,~1,....i lmal{llll-a ln--\\'etaq-Otbrh1a::t:waTiandflSEallj&n:.1:irftto.sasriac:essa,y ir;;nchaAX"ODRr.i!lfllD'aamspamtt.andb&QJP\Ccrmdtardwte-~ Polr(>Jnnramn:tN:pKflmalbaes lnnl(!i--..... _,,,and_,,(51...,,_........,._(lj_..,,.._ ..... .......... mnaacdan,, ...... nltatfor-_.....,. July 26, 2016 EVgc 0.00 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