HomeMy WebLinkAbout2018-12-18; City Council; Resolution 2018-217RESOLUTION NO. 2018-217
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING PARTICIPATION IN THE ELECTRIFY AMERICA
PROGRAM, DIRECTING THE CITY MANAGER TO EXECUTE SITE HOSTING
AGREEMENTS AND APPROPRIATING COST-SHARING FUNDS FOR 20
ELECTRIC VEHICLE CHARGING STATIONS.
EXHIBIT 1
WHEREAS, on Sept. 22, 2015, the City Council of the City of Carlsbad, California adopted a
Climate Action Plan (CAP) to reduce greenhouse gas emissions in city operations and the community;
and
WHEREAS, the Actions in CAP Measure L call for the construction of electric vehicle (EV)
charging stations and an increase in the proportion of zero-emission vehicles (ZEV) in the city's fleet;
and
WHEREAS, Volkswagen Group of America (VW) is investing $800 million in California over a ten-
year period on ZEV infrastructure, education and access activities; and
WHEREAS, VW created Electrify America (ELAM), a wholly-owned subsidiary, to implement the
ZEV investment; and
WHEREAS, ELAM has engaged Greenlots to procure, deliver, install and manage EV charging
stations at a reduced cost to the site host; and
WHEREAS, ELAM will subsidize installation costs up to $4,000 per charging port and provide
free subscription and maintenance costs for the Greenlots EV charging service for up to eight years;
and
WHEREAS, once installed, ownership of the EV charging infrastructure is transferred to the site
host; and
WHEREAS, city participation in the ELAM program can provide EV charging stations for city
employees and city fleet vehicles at the Faraday Center and Carlsbad City Library for an average cost
of $989 per charging port, $19,775 in total; and
WHEREAS, there are adequate funds in the Public Works Department operating budget to cover
the $19,775 total city cost.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
December 18, 2018 Item #8 Page 3 of 38
2. That the City Council authorizes participation in the ELAM EV charging infrastructure
program.
3. That the City Council directs the City Manager to execute Site Hosting Agreements,
attached hereto, for the Faraday Center and Carlsbad City Library sites.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 18th day of December, 2018, by the following vote, to wit:
AYES:
NOES:
ABSENT:
M. Hall, K. Blackburn, P. Bhat-Patel, C. Schumacher, B. Hamilton.
None.
None. -1110.W
MA TT HALL, Mayor
(SEAL)
December 18, 2018 Item #8 Page 4 of 38
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GREENLOTS
SITE HOSTING AGREEMENT
THIS SITE HOSTING AGREEMENT (this "Agreement") is entered into as of November 28, 2018
(the "Effective Date") between the City of Carlsbad [Company Name], a California municipal corporation
("Site Host"), and Zeco Systems, Inc., a Delaware corporation doing business as Greenlots ("Greenlots,"
and together with Site Host, each a "~" and collectively the "Parties").
Recitals
A. Greenlots is engaged in the business of procuring, operating and maintaining electric
vehicle charging stations and related infrastructure.
B. Electrify America, LLC ("Electrify America") is undertaking a program to cause electric
vehicle charging stations to be placed at parking sites appended to certain multi-family housing and
workplace sites, and has engaged Greenlots to procure, deliver, install and manage such stations.
C. Site Host is the fee owner of The City of Carlsbad Faraday Center, located at 1635 Faraday
Ave., Carlsbad Ca 92008 (the "Property").
D. Greenlots and Site Host desire that Greenlots have the right to access and use a portion of
the Property described in Exhibit A (the "Premises") for the installation, siting, operation, and maintenance
of the electric vehicle ("EV") charging stations with supporting equipment (together, the "Charging
Stations"), as depicted in Exhibit A-1, for and on behalf of Greenlots at the Property, all in accordance with
the terms and conditions set forth in this Agreement.
Agreement
NOW, THEREFORE, in consideration of these premises and of the mutual promises herein
contained, Greenlots and Site Host hereby agree as follows:
1. Grant of Right and License.
(a) Site Host hereby grants and conveys unto Greenlots the right and license to the
Premises to construct, reconstruct, install, re-install, operate, access, maintain, repair and remove at
Greenlots' own cost and expense, the Charging Stations, including concrete jackets and conduits,
handholes, manholes, transformer vault sites, underground power and communications lines, metering and.
monitoring equipment, poles, guys, anchors, overhead and/or underground wire lines, and such other
appliances and equipment as may be necessary for the transmission and distribution of electricity or
communications, including all service lines emanating from Greenlots' transformer, to be used for light and
power and/or communications and control circuits (collectively, the "Equipment and Lines"). Greenlots
shall further have the right (but not the obligation) to, with prior approval from Site Host (which shall not
be unreasonably withheld), trim, keep trimmed, remove, and control any trees and vegetation in the way of
its lines or equipment.
(b) Site Host hereby grants to Greenlots and its authorized personnel the right to access
and enter upon the Premises for the purpose of installing, constructing, operating, maintaining, repairing,
testing, and replacing, or causing the installation, construction, operation, maintenance, repair, testing, and
replacement of the Charging Stations and other Equipment and Lines, and access to the areas of the Property
where Greenlots' conduit, wires, cables and other connecting equipment are located for the purpose of
installing, constructing, operating, maintaining, repairing, testing, and replacing, or causing the installation,
ATTACHMENT A
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construction, operation, maintenance, repair, testing, and replacement of same, and to such areas of the
Property as may be necessary to maintain Greenlots' equipment, such access to be 24 hours per day, seven
days per week for emergencies and during normal business hours for routine maintenance and inspection
visits. The Premises shall include ten [l O] of parking spaces dedicated to Charging Station use ( at least one
parking space per Charging Station) and an area within the Premises at the front of the parking stalls for
the Charging Stations and other necessary equipment. Except to the extent arising from the gross
negligence or willful misconduct of Site Host or its employees, contractors, agents or representatives,
Greenlots shall defend, indemnify and hold harmless Site Host from and against any and all suits, claims,
actions, causes of actions, liabilities, losses, damages, costs and expenses (including reasonable attorneys'
fees and other expenses of litigation) arising from the injury to or death of any person, or damage to or loss
of property, on or about the Premises occurring during the period of, and caused by, Greenlots' construction
of the Charging Stations, ordinary wear and tear and incidental damage excepted.
( c) Site Host represents and warrants to Greenlots that ( 1) Site Host has full right, title
and authority to enter into this Agreement and grant the rights to Greenlots granted hereunder, and (2) Site
Host's entering into this Agreement will not constitute a breach of any of its contractual obligations to any
other person or entity, including any lender.
( d) Site Host and Greenlots agree that the Electrify America Contract Rider attached
hereto as Exhibit D is hereby incorporated into this Agreement in its entirety.
2. Term.
(a) The initial term (the "Initial Term") of this Agreement shall commence on
[Estimated Date of Commissioning] (the "Commencement Date") and terminate ---------on December 31, 2026 (the "Expiration Date"), subject to extension as provided herein below.
(b) Greenlots shall have the option to extend this Agreement (the "Extension Option")
for one additional five-year term (the "Option Term") by providing written notice of such exercise to Site
Host at least ninety (90) days prior to the Expiration Date. If Greenlots properly exercises the Extension
Option, the Term shall be extended for the Option Term.
( c) The "Term" shall mean the Initial Term, as extended by the Option Term.
3. Use; Energy Storage and Other Services.
(a) During the Term, Site Host shall cause the Charging Stations (and associated
charging parking stalls for use with the Charging Stations) to be available and accessible for use by Site
Host's user groups and, if desired by Site Host, by the general public. Site Host shall maintain the Premises
adjacent to the Charging Stations in good condition, including, but not limited to, repairs, maintenance,
repaving, sweeping and ensuring unrestricted access to users of the Charging Stations without special
permission.
(b) Greenlots shall obtain, at Greenlots' expense, any licenses and permits required
for Greenlots' use of the Premises from all applicable government or regulatory entities (the "Government
Approvals").
( c) Site Host shall provide to Greenlots, if available, the following information with
respect to the Property: a title policy; site survey and electrical or building drawings; geotechnical reports;
parking calculations prepared for the City and County in which the Property is located; and archeological
studies and environmental studies.
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(d) Site Host agrees to allow Greenlots to measure, monitor and analyze Site Host's
energy consumption and utility bills to determine suitability for installation of the Charging Stations and
other Equipment and Lines and related energy management services, and agrees to provide access to
Greenlots to any meters or other devices installed on or about the Premise for such purpose. This is a one-
time measurement and analysis of the electric bill to determine suitability of installing the Charging Stations
and other Equipment and Lines, and optional energy storage system.
( e) Greenlots may decide to install and provide energy storage or other systems for the
purposes of energy management services at the Premises in its discretion, including for any of the following
purposes: reducing demand charge; generating utility bill savings, or increasing solar self-consumption for
the Charging Stations, and if suitable, the Premises. The terms of providing this additional service will be
in subject to Greenlots and Site Host entering a mutually-agreeable separate agreement "Energy
Management Service Agreement". This Agreement is independent of the Energy Management Service
Agreement and any change in either agreement shall not affect the other.
(t) Greenlots shall have the right to perform, with its own employees or by other
contractors, all work related to this Agreement, and Greenlots shall coordinate its activity with Site Host.
(g) Charging Stations provided shall have its own communication method for Internet
connectivity, using cellular or otherwise, and shall not use the Premise's communication lines without prior
explicit consent from the Site Host.
4. Fees; Costs. Greenlots shall not be charged any• rent or license fee pursuant to this
Agreement. Site Host shall bear the cost of all utility charges for electricity consumed by the Charging
Stations. The other terms of the agreement between Site Host and Greenlots with respect to user group or
public usage fees are set forth on Exhibit D.
5. Warranty & Maintenance Services. The warranty and maintenance services described on
Exhibit Bare provided for the duration of the Initial Term as part of the program requirements in Electrify
America's settlement agreement. Greenlots shall provide the warranty and maintenance services described
on Exhibit B, but only for so long and to the extent that Electrify America continues to pay Greenlots for
such services in accordance with its agreement with Greenlots. If Greenlots ceases to provide such warranty
or maintenance services, Greenlots shall provide Site Host with at least 3 0 days' prior written notice of such
cessation and shall facilitate communications between Site Host and Electrify America so that Site Host
may seek to obtain such warranty and maintenance services directly from Electrify America or its designee.
6. Network Services. Greenlots shall provide the network services described on Exhibit C,
but only for so long and to the extent that Electrify America continues to pay Greenlots for such services
in accordance with its agreement with Greenlots.
7. Pre-Term Access. From and after the Effective Date, Site Host shall permit Greenlots and
its employees, contractors and other authorized personnel full access to the Premises in advance of the Term
for the purpose of conducting tests and inspections to confirm appropriate conditions exist for Greenlots'
intended use of the Premises, provided that Greenlots shall repair any damage caused to the Premises, if
any by any tests or inspections. If, upon completion of such inspections or tests, Greenlots determines that
the Premises or any portion thereof is not suitable for the purposes contemplated by this Agreement,
notwithstanding anything to the contrary stated in this Agreement, Greenlots shall have the option, at its
election, to not proceed with the services on the Premises or the applicable portion thereof. Exercise by
Greenlots of such option with respect to the Premises shall not affect the validity of any agreement between
Site Host and Greenlots with respect to any other properties.
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8. Construction. Construction and installation of the Charging Stations and supporting
Equipment and Lines shall commence no later than January 31, 2019 and shall be completed no later than
June 30, 2018 (the "Construction Term"). During the Construction Term or during any other period of
construction agreed to by Site Host, Site Host shall provide a staging area no smaller than 325 square feet
in area and reasonably near the Premises for Greenlots and its contractors to store material, equipment and
tools on the Property (the "Staging Area"). Greenlots shall be responsible for providing the container or
'job box" to be used for storage in the Staging Area. All material, equipment and tools in the Staging Area
shall be stored in the 'job box" and shall not be visible by the public when not in use. Site Host shall also
allow Greenlots to erect temporary barriers as necessary to ensure the safety of tenants, visitors, and other
personnel who shall be on the Premises or in the Staging Area and other reasonably related construction
activities during the Construction Term. All construction shall be completed lien-free and in compliance
with all applicable laws and ordinances.
9. Hazardous Materials. Site Host represents and warrants to Greenlots that to Site Host's
knowledge, there is and has been no unlawful existence or release of any hazardous wastes, toxic substances
or related materials, including, without limitation, any substances defined as or included in the definition
of "hazardous substance," "hazardous wastes," "hazardous materials," or "toxic substances" under any
federal, state or local laws, ordinances or regulations, now or hereafter in effect, relating to environmental
conditions on, under or about the Premises and improvements thereon ( collectively, "Hazardous
Materials"). Any Hazardous Material that exists or is released on the Premises, and the remediation thereof
shall be the sole responsibility of Site Host.
10. Ownership.
( a) The Charging Stations and other Equipment and Lines shall constitute the personal
property of Greenlots until the Charging Stations are put into service, upon which the Charging Stations
and other Equipment and Lines shall become the personal property of Site Host, subject to forfeiture
pursuant to Section 17.
(b) By way of clarification and notwithstanding any other provision of this Agreement,
Site Host will not acquire any ownership interest or intellectual property right in the software or network
used by the Charging Stations, or any data generated in connection therewith, ownership of which, as
between Greenlots and Site Host, shall remain vested exclusively in Greenlots.
11. Signage; Marketing. Site Host shall allow Greenlots to install mutually agreeable signage
for the Charging Stations at the Premises. Notwithstanding Section 16, Site Host and Greenlots may
promote the location of the Charging Station site for educational and marketing purposes. Nothing in this
Agreement grants either Party any rights to use the name of the other Party, or any variation thereof, in any
advertising, publicity or promoti~n, without the other Party's prior written consent. Each Party shall notify
the other Party prior to making any public commentary, including any original or subsequent press release,
website posting, or other social media channels. Greenlots or Electrify America may launch a promotional
campaign or make a public announcement which includes references to the Premises or Site Host, and
Greenlots shall notify Site Host beforehand. Site Host shall be deemed to have approved of such campaign
or announcement unless Site Host informs Greenlots of its disapproval within 3 business days of
notification.
12. Ownership of Data. Site Host agrees that (a) Electrify America shall own all data regarding
usage of the Charging Stations during the Term by Electrify America customers, including, but not limited
to, charging session information and user-related information, and (b) Greenlots and Electrify America shall
jointly own all data regarding usage of the Charging Stations during the Term by users other than Electrify
America customers, including, but not limited to, charging session information and user-related
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information. Greenlots shall provide such quarterly reports regarding aggregated data generated by the
Charging Stations as Site Host reasonably may request, provided, however, that Greenlots shall not be
required to provide to Site Host any personally identifiable information or other information disclosure of
which may be prohibited by applicable law.
13. Taxes. Site Host shall be responsible for any taxes imposed on the operating of the
Charging Stations.
14. Relocation of the Premises. If Site Host decides to redevelop the Property and such
redevelopment would impact the Premises and Greenlots' use of the Premises, Site Host may, at Site Host's
sole cost and expense, relocate the Premises to another area on the Property, similar to the Premises in size
and accessibility by the public and such area shall replace the existing Premises under this Agreement. Site
Host may not relocate the Premises to an area outside of the Property without the prior written consent of
Greenlots and Electrify America.
15. Condemnation. If at any time any portion of the Premises shall be condemned or taken by
any governmental authority, Greenlots shall have the right to claim and recover from the condemning
authority, but not from the Site Host, such compensation for the damages to Greenlots' right of access and
right of way and the use of the appliances and equipment in connection with this Agreement, which shall
be payable to Greenlots.
16. Confidentiality.
(a) Each Party may have a proprietary interest or other need for confidentiality in
information that may be furnished to the other pursuant to this Agreement performed hereunder
("Confidential Information"). The Party disclosing such information shall be referred to in this Section as
the "Disclosing Party," and the Party receiving such information shall be referred to as the "Receiving
rm:ty." This Agreement and its terms shall be treated as Confidential Information.
(b) The Receiving Party shall hold in confidence and, without the consent of the
Disclosing Party, shall not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the
Confidential Information of the Disclosing Party except as permitted herein, and shall exercise at least the
same standard of care in protecting the confidentiality of the Disclosing Party's Confidential Information
as it does with its own Confidential Information of a similar nature, but in any event, no less than reasonable
care.
( c) Confidential Information for purposes of this Agreement shall not include
information that: (i) is or becomes a part of the public domain through no act or omission of the Receiving
Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained
by the Receiving Party either directly or indirectly from the Disclosing Party; or (iii) is lawfully disclosed
to the Receiving Party by a third party without restriction on disclosure. Confidential Information may also
be disclosed by the Receiving Party pursuant to a requirement of a governmental agency, court, regulatory
body or by operation of law, provided that the Receiving Party shall disclose only that part of the
Confidential Information that it is required to disclose and shall notify the Disclosing Party prior to such
disclosure in a timely fashion to the extent such notification is permitted under applicable law in order to
permit the Disclosing Party to lawfully attempt to prevent or restrict such disclosure should it so elect, and
shall take all other reasonable and lawful measures to ensure the continued confidential treatment of the
same by the entity to which the Confidential Information is disclosed.
(d) Any provision herein to the contrary notwithstanding, (i) Greenlots may disclose
Confidential Information, as necessary and appropriate, (A) to applicable public utilities commission and
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similar regulatory authorities of the state in which the Premises are located (including their respective staffs)
provided that such disclosure is made under a protective order entered in the docket or proceeding with
respect to which the disclosure will be made or any general protective order entered by the Commission,
and (B) to the extent required by the federal Securities and Exchange Commission reporting and disclosure
laws for publicly traded entities, as applicable, and (ii) to the extent Site Host is a governmental entity, Site
Host may disclose Confidential Information to the extent such information constitutes a record required to
be made available to the public by such governmental entity under applicable law.
17. Termination.
(a) Greenlots may terminate this Agreement at any time following the termination of
Greenlots' agreement with Electrify America, upon at least ten (10) days' written notice to Site Host.
(b) Either Party has the right to terminate this Agreement if the other Party fails to
observe or perform any covenant to be observed and performed under this Agreement and any such default
shall continue for thirty (30) days after the terminating Party provides written notice of the failure to the
breaching Party. In the event of a termination by Greenlots under this Section 17(b ), and in addition to any
other remedies to which Greenlots may be entitled, Greenlots and/or Electrify America may at once re-
enter the Premises and thereupon take possession of the Charging Stations and other Equipment and Lines
and remove such Charging Stations and other Equipment and Lines from the Premises, whereupon
ownership of such Charging Stations and other Equipment and Lines will vest in Greenlots and/or Electrify
America, as applicable.
( c) Greenlots shall have the right to terminate this Agreement prior to the end of the
Term if so ordered by any governmental regulatory authority or court upon at least ten (10) days' written
notice to Site Host.
( d) Site Host shall have the right to terminate this Agreement for convenience effective
as of any date that is on or after the third anniversary of the Commencement Date by providing written
notice thereof to Greenlots at least 90 days prior to the effective date of such termination. In the event of a
termination by Site Host under this Section l 7(d), the following shall apply:
(i) Site Host must, at least 30 days prior to effective date of termination,
remove and return the Charging Stations and other Equipment and Lines to Greenlots or
Electrify America at Site Host's expense, whereupon ownership of such Charging Stations
and other Equipment and Lines will vest in Greenlots and/or Electrify America, as
applicable;
(ii) Site Host shall pay to Electrify America at least 30 days prior to the
effective date of termination an early termination fee equal to the depreciated value of the
Charging Stations, Equipment and Lines on the effective date of such termination,
calculated at a $5,000 value per charging port, depreciated on a 10-year straight line
depreciation schedule from the Commencement Date; and
(iii) Site Host shall pay Greenlots at least 30 days prior to the effective date of
termination an early termination fee equal to the net present value of the software revenue
Greenlots would have received during the remainder of the Term until its natural
expiration, applying a 5% discount rate and assuming software revenue of $360 per
charging port per year.
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By way of clarification, if Site Host sells the Property and the acquirer of the Property
assumes in writing the Site Host's obligations under this Agreement, such sale of the Property shall not be
deemed a termination for convenience under this Section 17(d).
( e) In the event of the termination of this Agreement, a Party shall not have any
obligation to another Party pursuant to this Agreement except (1) that each Party's obligations under the
provisions of Section 16 (Confidentiality), Section 17 (Termination), Section 19 (Indemnity), and Sections
20 through 33, inclusive, of this Agreement, shall survive the termination of this Agreement without
limitation in accordance with their terms, (2) for the obligation to pay any amount owed to another Party in
respect of an obligation arising prior to such termination, and (3) for any liability for a breach of any
provision of this Agreement occurring prior to the termination of this Agreement.
18. Insurance and Subrogation.
(a) Greenlots and all subcontractors of Greenlots working on the Premises or
supporting Equipment and Lines shall acquire and maintain in effect, throughout the term of this
Agreement, insurance coverage as follows: General Liability with minimum limits of $2,000,000 per
occurrence and $2,000,000 General Aggregate/$2,000,000 Products and Completed Operations Aggregate
for bodily injury, personal injury, property damage, contractual liability, and completed operations;
Automobile Liability with "Any Auto" coverage with a minimum combined single limit for bodily injury
and property damage of $1,000,000 per accident; Workers' Compensation as required by law and
Employer's Liability with minimum limits of $1,000,000 each Accident and Disease.
(b) Any such insurance required by this Section shall be procured from an insurance
company having and maintaining a Financial Strength Rating of "A-" or better and a Financial Size
Category of "VIl" or better, as rated in the A.M. Best Rating Guide for Property and Casualty Insurance
Companies. The above General Liability policy and Automobile Liability policy shall include Site Host as
an additional insured. Greenlots shall provide Site Host with certificates evidencing the required insurance
prior to commencement of this Agreement. Greenlots' insurance will be deemed primary and
noncontributory in the event of loss or damage in accordance with their obligations under this Agreement
and shall provide a waiver of subrogation in favor of Site Host. Site Host and Greenlots hereby mutually
release each other ( and their successors or assigns) from liability and waive all right of recovery against the
other for any loss or damage covered by their respective first party property insurance policies for all perils
insured thereunder. In the event of such insured loss, neither Party's insurance company shall have a
subrogated claim against the other.
19. Indemnity. Each Party shall defend, indemnify and hold harmless the other Party and the
other Party's officers, directors, managers, employees and agents and all of their respective subsidiaries,
affiliates, directors, officers, managers, employees and agents, and all of their respective successors and
permitted assigns, from and against any and all suits, claims, actions, causes of actions, liabilities, losses,
damages, costs and expenses (including reasonable attorneys' fees and other expenses oflitigation) arising
out of any misrepresentation, breach of warranty or covenant or other breach or default by the indemnifying
Party under this Agreement.
20. No Other Warranties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS AGREEMENT, NO PARTY NOR ANY PERSON ON A
PARTY'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR
WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-
INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF
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PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY
DISCLAIMED.
21. Limitation of Liability. EXCEPT FOR LIABILITY FOR INDEMNIFICATION FOR
THIRD PARTY CLAWS UNDER SECTION 19, LIABILITY FOR BREACH OF SECTION 16
(CONFIDENTIALITY), OR LIABILITY FOR INFRINGEMENT OR MJSAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL A PARTY BE LIABLE UNDER THIS
AGREEMENT TO ANOTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES
OR DTh1INUTION INV ALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION
WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES
WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
OTHERWISE) UPON WHICH THE CLAW IS BASED.
22. Notices. Any notice, request, demand or other communication required or permitted under
this Agreement (each a "notice" for purposes of this Section) shall be in writing and shall be deemed to
have been duly given and delivered to and received by a person (i) on the day such notice is personally
delivered to such person, (ii) on the first business day after the day on which the notice is deposited with a
nationally recognized overnight courier service, (iii) on the third business day after the day on which the
notice is deposited in the United States mails, registered or certified mail, first class postage prepaid, return
receipt requested, or (iv) on the first business day after the day on which the notice is sent by email, provided
that in the case of clauses (ii), (iii) and (iv), the notice is addressed to such person as follows:
In the case of Site Host:
The City of Carlsbad Faraday Center
1635 Faraday Ave
Carlsbad, CA 92008
Attention: Mike Grim
Email: mike.grim@carlsbadca.gov
In the case of Greenlots:
Greenlots
925 N. La Brea Ave.
Los Angeles, CA 9003 8
Attention: General Counsel
Email: chargingstations@greenlots.com
Any Party may alter the address to which notices are to be sent to such Party by giving
notice of such change of address to the other Party in conformity with the provisions of this Section for the
giving of notice.
23. Parties. This Agreement shall inure to the benefit of and be binding upon Site Host,
Greenlots, and their respective heirs, legal representatives, permitted successors, successors in trust and
permitted assigns.
24. Amendments and Waivers. This Agreement may be amended only by written agreement
signed by all Parties. No act or omission or failure of a Party to insist upon the strict performance of the
terms and conditions of this Agreement shall be deemed or construed as a waiver or relinquishment by such
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Party of its right at any time to insist upon the full and complete performance by any other Party of each
and all of the terms and conditions hereof.
25. Assignment. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by a Party ( whether by operation of law or otherwise) without the prior written
consent of the other Party; provided, however, that ( 1) a Party may assign without the prior written approval
of the other Party all or any portion of the assigning Party's rights under this Agreement to any subsidiary
or affiliate of the assigning Party, but such assignment shall not relieve the assigning Party of its obligations
hereunder, (2) a Party may assign this Agreement without the prior written approval of the other Party to a
person or entity into which the assigning Party has merged or which has otherwise succeeded to all or
substantially all of the assigning Party's business and assets, and which has assumed in writing or by
operation of law the assigning Party's obligations under this Agreement, and (3) Greenlots may assign this
Agreement without the prior written approval of Site Host to Electrify America or any subsidiary, affiliate
thereof or any successor thereto. Subject to the preceding sentence, this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the Parties and their respective successors and permitted
assigns.
26. No Joint Venture. This Agreement shall not be construed as constituting either Party as
partner, joint venture or fiduciary of the other Party or to create any other form of legal association that
would impose liability upon one Party for the act or failure to act of the other Party, or as providing either
Party with the right, power or authority ( express or implied) to create any duty or obligation of the other
Party.
27. Attorneys' Fees and Costs. If there is a dispute between the Parties and either Party
institutes a lawsuit, arbitration, mediation, or other proceeding to enforce, declare, or interpret the terms of
this Agreement, the prevailing Party shall be awarded its reasonable attorneys' fees and costs.
28. Severability of Provisions. If any provision of this Agreement, or the application thereof,
becomes or is declared by a court of competent jurisdiction to be illegal, invalid, void or unenforceable, the
remainder of this Agreement shall continue in full force and effect and the application of such provision to
other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto.
The Parties further agree to negotiate in good faith to replace such void or unenforceable provision of this
Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision.
29. Governing Law/Applicable Forum. This Agreement is made under and shall be governed
by the laws of the State of California. In the event of any controversy or claim arising out of or relating to
this Agreement, the Parties shall first attempt to settle the dispute by mediation, administered by the
American Arbitration Association under its Mediation Rules. If settlement is not reached within sixty days
after service of a written demand for mediation, any unresolved controversy or claim shall be settled by
binding arbitration administered by the American Arbitration Association under its Commercial Arbitration
Rules. The number of arbitrators shall be one. The place of arbitration shall be Los Angeles, California.
Judgment on the award rendered by the arbitrator(s) may be entered in any court havingjurisdiction thereof.
The non-prevailing Party in any binding arbitration shall be required to pay the arbitration costs of the
prevailing Party.
30. Interpretation. The Parties agree that they have been represented by counsel during the
negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law,
regulation, holding or rule of construction providing that ambiguities in an agreement or other document
shall be construed against the Party drafting such agreement or document. Paragraph headings used herein
9 December 18, 2018 Item #8 Page 13 of 38
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are for convenience only, and does not limit the scope or meaning of the provisions hereof or otherwise
affect the construction thereof.
31. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with
respect to the subject matter hereof and supersedes all oral and written agreements and understandings made
and entered into by the Parties hereto prior to the date hereof with respect to such subject matter.
32. Counterparts. This Agreement may be executed in one or more counterparts, each of which
constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all
of the Parties need not appear on the same counterpart. Any signature page delivered by facsimile, .pdf or
other electronic transmission with regard to this Agreement or any amendment thereto shall be binding to
the same extent as an originally executed signature page.
33. Further Assurances. Each Party shall execute and cause to be delivered to the other Party
such instruments and other documents, and shall take such other actions, as the other Party may reasonably
request for the purpose of carrying out or evidencing any of the transactions contemplated by this
Agreement.
[Signature Page Follows]
10 December 18, 2018 Item #8 Page 14 of 38
V8 2018-11-28
IN WITNESS WHEREOF the undersigned have executed this instrument as of the day and year first
above mentioned.
11
CITY OF CARLSBAD j jJ
By ML~
Name: M~'tt tlal \
Title: \\J\ 'q~ tJC
"Site Host"
Name: Lin-Zhuang Khoo
Title: Senior Vice-President
12/26/2018
"Greenlots"
V8 2018-11-28
Number of Charging Stations: 10
Operational Start Time:
EXHIBIT A
Project and Premises
[Includes detailed description of Premises and connection to the transformer, including Charging Stations,
underground lines and stalls.]
SCOPE OF WORK
1. Proposed product:
(5) Level 2 Dual Porf Pedestal Mounted Charger.; for a total of (I OJ Ports
2. Electrical Capacity Review:
The existing electrical panel is 1200 amps at480vwith a spare IOOamp fusible which we will use to feed a 75 KVAstep
down transformer. The transformer wilJ then feed a new 200a panel to feed (5) Dual port pedestal mounted chargers.
3. Conduit routing:
Conduit w111 be routed from existing 1200A panel along wart to new transformer and pane/ within the some electric room.
From the new panel conduit 1''711 then be routed along wall and through to exterior then underground across parking lot to
stub up at each pedestal.
4. Safety/ Code Compliance:
Installation per NEC and OSHA safety standards
5. EVSE equipment protection/striping/signage:
Sin"ping and Stenciling will be installed consistent with Electrify America Design Guidelines.
6. EVSE installation:
Installation of (5/ dual port pedestal charger per Eleclrify Am.erica Design Guidelines.
7. EVSE Networking: Squid Pass criteria ;(dB]
4G Connectivity is sufficient. A Cell Repeater wm not be necessary Readin!!s0
Ee/lo -Stoo
SINR 10andabove
RSRP -102to0
RSRQ -10to0
I' WP locafect cit Carlsbad in San Diego .
City ct Carlsood nraday Building located af 1635 Faraday Ave-., Carlsbad Ca 92008
City of Catlsb<Jd
1 2 3
-67 -97 -63 -56
L, ____ -·---~--..,_ ----------------~---_.,,.-c..-.--------------. ----• -~ --• -. ---_.,
Exhibit "A"
Page 1 of 1 December 18, 2018 Item #8 Page 16 of 38
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EXHIBITB
Warranty & Maintenance Services
1. Site Construction. Greenlots shall provide a one year warranty for its site construction
work, excluding installed charging equipment as set forth below. Construction work
includes but is not limited to, any site work, excavation, concrete, asphalt pavement,
electrical work, installation of signage, landscaping, and any other items in the design and
build scope under this Agreement.
A. Repair or Replacement. Greenlots shall repair or replace its work, together with any
adjacent work which is displaced or damaged by so doing, that proves defective in
workmanship, material, or operation within (1) year of owner acceptance. Ordinary
wear and tear due to charging station usage and incidental damage is excepted.
2. Equipment and Services Warranty. Greenlots shall provide the equipment and service
warranty authorized by Electrify America in accordance with Section 5 of this
Agreement. This warranty does not apply to defects resulting from alteration or
modification to equipment outside scope of work, vandalism or abuse, relocation of
equipment not previously authorized, unauthorized software or firmware, and events due
to force majeure.
3. Repair and Maintenance. Maintenance categories include routine maintenance ( e.g.,
preventative), corrective maintenance ( e.g., identify, isolate and correct), and event-
driven maintenance ( e.g., vandalism, theft, damage). Greenlots will also provide technical
support by means of a toll-free number and also by website. The maintenance phase will
begin once the charging unit is commissioned on site and put into operation. Routine
maintenance will be performed according to equipment manufacturer instructions.
Corrective maintenance will be performed on an as-needed basis by Greenlots. Event-
driven maintenance will occur as necessary and will be initiated by the Site Host.
Greenlots reimbursement for event-driven maintenance will be the responsibility of the
Site Host.
Exhibit"B"
Page 1 of 1
December 18, 2018 Item #8 Page 19 of 38
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EXHIBITC
Network Services.
The Network Services consists of an integrated Internet-based platform (SKY) that has bi-directional
communication with Networked Charging Stations. The platform is made up of:
1. A backend database
2. A front-end user interface for the Site Host
3. A front-end user interface for the user
4. A mobile phone application for the user that is supported on Android and iOS operating systems.
Support for additional operating systems may be added later at Greenlots' sole discretion
5. A payment collection and settlement system
6. A data collection and reporting system
7. A call center for user technical and payment support
Together, the platform performs the following functions:
1. Provides a directory of charging stations belonging to the Site Host, including all pertinent information
such as address, serial number, manufacturer, model, charging type and price for users, if applicable
2. Reports the status of charging stations whether they are in-use, faulted, available or temporarily
unknown
3. Enables the Site Host to set a price for users to use these charging stations
4. Provides a payment method for users to pay for use of these charging stations
5. Provides a payment processor which complies with Payment Card Industry ("PCI") Data Security
Standard DSS") of Visa and MasterCard.
6. Collects usage and charging data from these charging stations and provides them to the user in either
CSV or graphical format
7. Provides first level technical support to users and routes them to the charging station manufacturer for
escalation
8. Provides downloadable usage reports on a daily, weekly, monthly or annual basis consisting of
individual charge session data (user ID, station ID, start time, end time, total duration, total kWh and
total revenue)
9. Provides a monthly statement report detailing total revenue collected from usage fees and total
Greenlots transaction fees, if applicable
SERVICES AND SERVICE LEVELS
Greenlots shall provide services and support according to the following terms:
1. Phone support for payment and technical issues shall be provided to Customers 24 hours a day, 365
days a year
2. Greenlots shall ensure that scheduled system downtime occurs only between the hours of 9PM to
5AM Pacific Standard Time to avoid disruption to the Site Host and users.
3. Greenlots shall ensure that unscheduled downtime be responded to immediately and every reasonable
effort be made to restore service
4. The Site Host acknowledges that some downtime may be attributed to charging station hardware
and/or cellular data networks. While Greenlots will promptly report and log the problem to the
associated party; the duration of downtime in this instance is out of Greenlots' control.
Exhibit"C"
Page 1 ofl
December 18, 2018 Item #8 Page 20 of 38
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EXIIlBITD
Electrify America Contract Rider
This Contract Rider to Greenlots Site Hosting Agreement is attached to and hereby incorporated
into the Greenlots Site Hosting Agreement in its entirety.
This site is part of a program made possible through an investment by Electrify America, LLC
("Sponsor"). The following terms are applicable:
1. Overview. Sponsor has provided funding for the electric vehicle service equipment (EVSEs),
installation, network services, and ongoing warranty/maintenance of the EVSEs.
2. Provision of Equipment & Services. Greenlots agrees to:
a. Provide Level II (240 V AC) charge stations (EVSEs) for Site Host use;
b. Provide installation ofEVSEs through subcontractors;
c. Provide an EV charging management platform/network to manage all aspects of the
charging experience;
d. Provide training on how to use the EV Charging management platform; and
e. Provide on-going warranty support and repair through subcontractors, for the Term of the
Agreement.
3. User Fees.
a. Usage fees are optional for employee or resident use of charging stations, and are
determined by the Site Host.
b. If charging is open to public access, then users who are not employees or residents of the
property must be charged a usage fee ("Public Charging Fee") for accessing and using the
charging station.
c. The Public Charging Fee is to be mutually agreed between Site Host and Greenlots and
must at least cover the cost of electricity and is comparable to usage fees of nearby public
charging infrastructure. 50% of the Public Charging Fee will be retained and paid to
Greenlots.
d. For non-public use, Site Host shall pay Greenlots a transaction fee of 10% with a minimum
of $0.50 per transaction for all charging transactions with a usage fee for employee or
resident use. Payment of which will be set off against usage fees collected by Greenlots, or
in case of insufficient usage fees, billed separately.
4. Site Host Representation & Warranty. Site Host represents and warrants that no internal or external
funding sources other than pursuant to this Agreement were considered, committed or likely in
order to obtain the equipment and services to be provided under this Agreement.
5. Incentive Ownership. Site Host agrees that any credits, benefits, rebates, refunds, or similar
governmental incentives, or the value thereof, resulting from the installation and operation of the
Charging Stations belong to Sponsor, and Site Host further agrees to cooperate with a request to
pursue the same, provided that Site Host shall not be required to bear any out-of-pocket costs in
providing such cooperation.
Exhibit"D"
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GREENLOTS
SITE HOSTING AGREEMENT
THIS SITE HOSTING AGREEMENT (this "Agreement") is entered into as of November 28, 2018
(the "Effective Date") between the City of Carlsbad, a California municipal corporation ("Site Host"), and
Zeco Systems, Inc., a Delaware corporation doing business as Greenlots ("Greenlots," and together with
Site Host, each a "~" and collectively the "Parties").
Recitals
A. Greenlots is engaged in the business of procuring, operating and maintaining electric
vehicle charging stations and related infrastructure.
B. Electrify America, LLC ("Electrify America") is undertaking a program to cause electric
vehicle charging stations to be placed at parking sites appended to certain multi-family housing and
workplace sites, and has engaged Greenlots to procure, deliver, install and manage such stations.
C. Site Host is the fee owner of Carlsbad City Library, located at 1775 Dove Lane, Carlsbad
Ca 92011 (the "Property").
D. Greenlots and Site Host desire that Greenlots have the right to access and use a portion of
the Property described in Exhibit A (the "Premises") for the installation, siting, operation, and maintenance
of the electric vehicle ("EV") charging stations with supporting equipment (together, the "Charging
Stations"), as depicted in Exhibit A-1, for and on behalf of Greenlots at the Property, all in accordance with
the terms and conditions set forth in this Agreement.
Agreement
NOW, THEREFORE, in consideration of these premises and of the mutual promises herein
contained, Greenlots and Site Host hereby agree as follows:
1. Grant of Right and License.
(a) Site Host hereby grants and conveys unto Greenlots the right and license to the
Premises to construct, reconstruct, install, re-install, operate, access, maintain, repair and remove at
Greenlots' own cost and expense, the Charging Stations, including concrete jackets and conduits,
handholes, manholes, transformer vault sites, underground power and communications lines, metering and
monitoring equipment, poles, guys, anchors, overhead and/or underground wire lines, and such other
appliances and equipment as may be necessary for the transmission and distribution of electricity or
communications, including all service lines emanating from Greenlots' transformer, to be used for light and
power and/or communications and control circuits (collectively, the "Equipment and Lines"). Greenlots
shall further have the right (but not the obligation) to, with prior approval from Site Host (which shall not
be unreasonably withheld), trim, keep trimmed, remove, and control any trees and vegetation in the way of
its lines or equipment.
(b) Site Host hereby grants to Greenlots and its authorized personnel the right to access
and enter upon the Premises for the purpose of installing, constructing, operating, maintaining, repairing,
testing, and replacing, or causing the installation, construction, operation, maintenance, repair, testing, and
replacement of the Charging Stations and other Equipment and Lines, and access to the areas of the Property
where Greenlots' conduit, wires, cables and other connecting equipment are located for the purpose of
installing, constructing, operating, maintaining, repairing, testing, and replacing, or causing the installation,
ATTACHMENT B
December 18, 2018 Item #8 Page 22 of 38
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construction, operation, maintenance, repair, testing, and replacement of same, and to such areas of the
Property as may be necessary to maintain Greenlots' equipment, such access to be 24 hours per day, seven
days per week for emergencies and during normal business hours for routine maintenance and inspection
visits. The Premises shall include ten [10] of parking spaces dedicated to Charging Station use (at least one
parking space per Charging Station) and an area within the Premises at the front of the parking stalls for
the Charging Stations and other necessary equipment. Except to the extent arising from the gross
negligence or willful misconduct of Site Host or its employees, contractors, agents or representatives,
Greenlots shall defend, indemnify and hold harmless Site Host from and against any and all suits, claims,
actions, causes of actions, liabilities, losses, damages, costs and expenses (including reasonable attorneys'
fees and other expenses of litigation) arising from the injury to or death of any person, or damage to or loss
of property, on or about the Premises occurring during the period of, and caused by, Greenlots' construction
of the Charging Stations, ordinary wear and tear and incidental damage excepted.
( c) Site Host represents and warrants to Greenlots that (1) Site Host has full right, title
and authority to enter into this Agreement and grant the rights to Greenlots granted hereunder, and (2) Site
Host's entering into this Agreement will not constitute a breach of any of its contractual obligations to any
other person or entity, including any lender.
( d) Site Host and Greenlots agree that the Electrify America Contract Rider attached
hereto as Exhibit D is hereby incorporated into this Agreement in its entirety.
2. Term.
(a) The initial term (the "Initial Term") of this Agreement shall commence on
[Estimated Date of Commissioning] (the "Commencement Date") and terminate ---------on December 31, 2026 (the "Expiration Date"), subject to extension as provided herein below.
(b) Greenlots shall have the option to extend this Agreement (the "Extension Option")
for one additional five-year term (the "Option Term") by providing written notice of such exercise to Site
Host at least ninety (90) days prior to the Expiration Date. If Greenlots properly exercises the Extension
Option, the Term shall be extended for the Option Term.
( c) The "Term" shall mean the Initial Term, as extended by the Option Term.
3. Use; Energy Storage and Other Services.
(a) During the Term, Site Host shall cause the Charging Stations (and associated
charging parking stalls for use with the Charging Stations) to be available and accessible for use by Site
Host's user groups and, if desired by Site Host, by the general public. Site Host shall maintain the Premises
adjacent to the Charging Stations in good condition, including, but not limited to, repairs, maintenance,
repaving, sweeping and ensuring unrestricted access to users of the Charging Stations without special
permission.
(b) Greenlots shall obtain, at Greenlots' expense, any licenses and permits required
for Greenlots' use of the Premises from all applicable government or regulatory entities (the "Government
Approvals").
( c) Site Host shall provide to Greenlots, if available, the following information with
respect to the Property: a title policy; site survey and electrical or building drawings; geotechnical reports;
parking calculations prepared for the City and County in which the Property is located; and archeological
studies and environmental studies.
2 December 18, 2018 Item #8 Page 23 of 38
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(d) Site Host agrees to allow Greenlots to measure, monitor and analyze Site Host's
energy consumption and utility bills to determine suitability for installation of the Charging Stations and
other Equipment and Lines and related energy management services, and agrees to provide access to
Greenlots to any meters or other devices installed on or about the Premise for such purpose. This is a one-
time measurement and analysis of the electric bill to determine suitability of installing the Charging Stations
and other Equipment and Lines, and optional energy storage system.
( e) Greenlots may decide to install and provide energy storage or other systems for the
purposes of energy management services at the Premises in its discretion, including for any of the following
purposes: reducing demand charge; generating utility bill savings, or increasing solar self-consumption for
the Charging Stations, and if suitable, the Premises. The terms of providing this additional service will be
in subject to Greenlots and Site Host entering a mutually-agreeable separate agreement "Energy
Management Service Agreement". This Agreement is independent of the Energy Management Service
Agreement and any change in either agreement shall not affect the other.
(f) Greenlots shall have the right to perform, with its own employees or by other
contractors, all work related to this Agreement, and Greenlots shall coordinate its activity with Site Host.
(g) Charging Stations provided shall have its own communication method for Internet
connectivity, using cellular or otherwise, and shall not use the Premise's communication lines without prior
explicit consent from the Site Host.
4. Fees; Costs. Greenlots shall not be charged any rent or license fee pursuant to this
Agreement. Site Host shall bear the cost of all utility charges for electricity consumed by the Charging
Stations. The other terms of the agreement between Site Host and Greenlots with respect to user group or
public usage fees are set forth on Exhibit D.
5. Warranty & Maintenance Services. The warranty and maintenance services described on
Exhibit Bare provided for the duration of the Initial Term as part of the program requirements in Electrify
America's settlement agreement. Greenlots shall provide the warranty and maintenance services described
on Exhibit B, but only for so long and to the extent that Electrify America continues to pay Greenlots for
such services in accordance with its agreement with Greenlots. If Greenlots ceases to provide such warranty
or maintenance services, Greenlots shall provide Site Host with at least 3 0 days' prior written notice of such
cessation and shall facilitate communications between Site Host and Electrify America so that Site Host
may seek to obtain such warranty and maintenance services directly from Electrify America or its designee.
6. Network Services. Greenlots shall provide the network services described on Exhibit C,
but only for so long and to the extent that Electrify America continues to pay Greenlots for such services
in accordance with its agreement with Greenlots.
7. Pre-Term Access. From and after the Effective Date, Site Host shall permit Greenlots and
its employees, contractors and other authorized personnel full access to the Premises in advance of the Term
for the purpose of conducting tests and inspections to confirm appropriate conditions exist for Greenlots'
intended use of the Premises, provided that Greenlots shall repair any damage caused to the Premises, if
any by any tests or inspections. If, upon completion of such inspections or tests, Greenlots determines that
the Premises or any portion thereof is not suitable for the purposes contemplated by this Agreement,
notwithstanding anything to the contrary stated in this Agreement, Greenlots shall have the option, at its
election, to not proceed with the services on the Premises or the applicable portion thereof. Exercise by
Greenlots of such option with respect to the Premises shall not affect the validity of any agreement between
Site Host and Greenlots with respect to any other properties.
3 December 18, 2018 Item #8 Page 24 of 38
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8. Construction. Construction and installation of the Charging Stations and supporting
Equipment and Lines shall commence no later than January 31, 2019 and shall be completed no later than
June 30, 2018 (the "Construction Term"). During the Construction Term or during any other period of
construction agreed to by Site Host, Site Host shall provide a staging area no smaller than 325 square feet
in area and reasonably near the Premises for Greenlots and its contractors to store material, equipment and
tools on the Property (the "Staging Area"). Greenlots shall be responsible for providing the container or
'Job box" to be used for storage in the Staging Area. All material, equipment and tools in the Staging Area
shall be stored in the 'Job box" and shall not be visible by the public when not in use. Site Host shall also
allow Greenlots to erect temporary barriers as necessary to ensure the safety of tenants, visitors, and other
personnel who shall be on the Premises or in the Staging Area and other reasonably related construction
activities during the Construction Term. All construction shall be completed lien-free and in compliance
with all applicable laws and ordinances.
9. Hazardous Materials. Site Host represents and warrants to Greenlots that to Site Host's
knowledge, there is and has been no unlawful existence or release of any hazardous wastes, toxic substances
or related materials, including, without limitation, any substances defined as or included in the definition
of "hazardous substance," "hazardous wastes," "hazardous materials," or "toxic substances" under any
federal, state or local laws, ordinances or regulations, now or hereafter in effect, relating to environmental
conditions on, under or about the Premises and improvements thereon ( collectively, "Hazardous
Materials"). Any Hazardous Material that exists or is released on the Premises, and the remediation thereof
shall be the sole responsibility of Site Host.
10. Ownership.
(a) The Charging Stations and other Equipment and Lines shall constitute the personal
property of Greenlots until the Charging Stations are put into service, upon which the Charging Stations
and other Equipment and Lines shall become the personal property of Site Host, subject to forfeiture
pursuant to Section 17.
(b) By way of clarification and notwithstanding any other provision of this Agreement,
Site Host will not acquire any ownership interest or intellectual property right in the software or network
used by the Charging Stations, or any data generated in connection therewith, ownership of which, as
between Greenlots and Site Host, shall remain vested exclusively in Greenlots.
11. Signage; Marketing. Site Host shall allow Greenlots to install mutually agreeable signage
for the Charging Stations at the Premises. Notwithstanding Section 16, Site Host and Greenlots may
promote the location of the Charging Station site for educational and marketing purposes. Nothing in this
Agreement grants either Party any rights to use the name of the other Party, or any variation thereof, in any
advertising, publicity or promotion, without the other Party's prior written consent. Each Party shall notify
the other Party prior to making any public commentary, including any original or subsequent press release,
website posting, or other social media channels. Greenlots or Electrify America may launch a promotional
campaign or make a public announcement which includes references to the Premises or Site Host, and
Greenlots shall notify Site Host beforehand. Site Host shall be deemed to have approved of such campaign
or announcement unless Site Host informs Greenlots of its disapproval within 3 business days of
notification.
12. Ownership of Data. Site Host agrees that (a) Electrify America shall own all data regarding
usage of the Charging Stations during the Term by Electrify America customers, including, but not limited
to, charging session information and user-related information, and (b) Greenlots and Electrify America shall
jointly own all data regarding usage of the Charging Stations during the Term by users other than Electrify
America customers, including, but not limited to, charging session information and user-related
4 December 18, 2018 Item #8 Page 25 of 38
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information. Greenlots shall provide such quarterly reports regarding aggregated data generated by the
Charging Stations as Site Host reasonably may request, provided, however, that Greenlots shall not be
required to provide to Site Host any personally identifiable information or other information disclosure of
which may be prohibited by applicable law.
13. Taxes. Site Host shall be responsible for any taxes imposed on the operating of the
Charging Stations.
14. Relocation of the Premises. If Site Host decides to redevelop the Property and such
redevelopment would impact the Premises and Greenlots' use of the Premises, Site Host may, at Site Host's
sole cost and expense, relocate the Premises to another area on the Property, similar to the Premises in size
and accessibility by the public and such area shall replace the existing Premises under this Agreement. Site
Host may not relocate the Premises to an area outside of the Property without the prior written consent of
Greenlots and Electrify America.
15. Condemnation. If at any time any portion of the Premises shall be condemned or taken by
any governmental authority, Greenlots shall have the right to claim and recover from the condemning
authority, but not from the Site Host, such compensation for the damages to Greenlots' right of access and
right of way and the use of the appliances and equipment in connection with this Agreement, which shall
be payable to Greenlots.
16. Confidentiality.
(a) Each Party may have a proprietary interest or other need for confidentiality in
information that may be furnished to the other pursuant to this Agreement performed hereunder
("Confidential Information"). The Party disclosing such information shall be referred to in this Section as
the "Disclosing Party," and the Party receiving such information shall be referred to as the "Receiving
£arty." This Agreement and its terms shall be treated as Confidential Information.
(b) The Receiving Party shall hold in confidence and, without the consent of the
Disclosing Party, shall not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the
Confidential Information of the Disclosing Party except as permitted herein, and shall exercise at least the
same standard of care in protecting the confidentiality of the Disclosing Party's Confidential Information
as it does with its own Confidential Information of a similar nature, but in any event, no less than reasonable
care.
( c) Confidential Information for purposes of this Agreement shall not include
information that: (i) is or becomes a part of the public domain through no act or omission of the Receiving
Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained
by the Receiving Party either directly or indirectly from the Disclosing Party; or (iii) is lawfully disclosed
to the Receiving Party by a third party without restriction on disclosure. Confidential Information rnay also
be disclosed by the Receiving Party pursuant to a requirement of a governmental agency, court, regulatory
body or by operation of law, provided that the Receiving Party shall disclose only that part of the
Confidential Information that it is required to disclose and shall notify the Disclosing Party prior to such
disclosure in a timely fashion to the extent such notification is permitted under applicable law in order to
permit the Disclosing Party to lawfully attempt to prevent or restrict such disclosure should it so elect, and
shall take all other reasonable and lawful measures to ensure the continued confidential treatment of the
same by the entity to which the Confidential Information is disclosed.
(d) Any provision herein to the contrary notwithstanding, (i) Greenlots may disclose
Confidential Information, as necessary and appropriate, (A) to applicable public utilities commission and
5 December 18, 2018 Item #8 Page 26 of 38
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similar regulatory authorities of the state in which the Premises are located (including their respective staffs)
provided that such disclosure is made under a protective order entered in the docket or proceeding with
respect to which the disclosure will be made or any general protective order entered by the Commission,
and (B) to the extent required by the federal Securities and Exchange Commission reporting and disclosure
laws for publicly traded entities, as applicable, and (ii) to the extent Site Host is a governmental entity, Site
Host may disclose Confidential Information to the extent such information constitutes a record required to
be made available to the public by such governmental entity under applicable law.
17. Termination.
(a) Greenlots may terminate this Agreement at any time following the termination of
Greenlots' agreement with Electrify America, upon at least ten (10) days' written notice to Site Host.
(b) Either Party has the right to terminate this Agreement if the other Party fails to
observe or perform any covenant to be observed and performed under this Agreement and any such default
shall continue for thirty (30) days after the terminating Party provides written notice of the failure to the
breaching Party. In the event of a termination by Greenlots under this Section 17(b ), and in addition to any
other remedies to which Greenlots may be entitled, Greenlots and/or Electrify America may at once re-
enter the Premises and thereupon take possession of the Charging Stations and other Equipment and Lines
and remove such Charging Stations and other Equipment and Lines from the Premises, whereupon
ownership of such Charging Stations and other Equipment and Lines will vest in Greenlots and/or Electrify
America, as applicable.
( c) Greenlots shall have the right to terminate this Agreement prior to the end of the
Term if so ordered by any governmental regulatory authority or court upon at least ten (10) days' written
notice to Site Host.
( d) Site Host shall have the right to terminate this Agreement for convenience effective
as of any date that is on or after the third anniversary of the Commencement Date by providing written
notice thereof to Greenlots at least 90 days prior to the effective date of such termination. In the event of a
termination by Site Host under this Section 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
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Party of its right at any time to insist upon the full and complete performance by any other Party of each
and all of the terms and conditions hereof.
25. Assignment. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by a Party (whether by operation of law or otherwise) without the prior written
consent of the other Party; provided, however, that ( 1) a Party may assign without the prior written approval
of the other Party all or any portion of the assigning Party's rights under this Agreement to any subsidiary
or affiliate of the assigning Party, but such assignment shall not relieve the assigning Party of its obligations
hereunder, (2) a Party may assign this Agreement without the prior written approval of the other Party to a
person or entity into which the assigning Party has merged or which has otherwise succeeded to all or
substantially all of the assigning Party's business and assets, and which has assumed in writing or by
operation 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"
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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"
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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"
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