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CSG EV, LLC-2019-17 ' - 201947 ti CHARGING STATION LICENSE AGREEMENT Host: City of Grand Terrace, Agreement Date: August 20th, 2019 a municipal corporation This Charging Station License Agreement("Aareement")is entered into as of the Agreement Date by Host and CSG EV,LLC, a Delaware limited liability company("Carbon Solutions"). I. AGREEMENT TERM SUMMARY Host Property: Grand Terrace City Hall Parking Lot located at: 22795 Barton Road,Grand Terrace,CA 92313 ("Host Property") Licensed Area: Host hereby grants to Carbon Solutions the right to the Licensed Area See 11,4 designated on Exhibit A(the"Licensed Area")as set forth herein for the purposes described below. Exclusivity: Host grants to Carbon Solutions the exclusive right to provide DC fast- charging at the Licensed Area during the Term. Initial Term: The Initial Term shall commence on the Agreement Date and continue for a See H..B. period of ten(10)years following the date the Charging Station(defined below)is first available for commercial charging activity(the "Commencement Date"). Number of Carbon Two(2)charging stalls, across three(3)parking spaces. Solutions Charging Stalls: Charging Station I Carbon Solutions intends to install two(2)DC fast-chargers. Equipment: Rent Payments to Rent shall be$250 per month plus a Charging Station Utilization Bonus as Host/City: provide in"Exhibit F"based on KWh usage of the Charging Stations. See H.C Electricity Carbon Solutions shall set up separate meter service for the Charging See HD Stations and shall be customer of record with the applicable electricity provider. Carbon Solutions The Charging Stations shall be available for exclusive use by Carbon Customers Solutions Customers as determined in Carbon Solutions' sole discretion. See HE Carbon Solutions may use appropriate signage and striping to indicate and restrict permitted users of the Charging Stations and Charging Stalls. Operation& Carbon Solutions is responsible for constructing,operating and maintaining Maintenance the Charging Stations in good working order and repair. See 11,43 Construction Carbon Solutions shall be responsible for all installation of the Charging See H.G Stations, ancillary equipment, and supporting infrastructure, including without limitation grading,paving,and related utility work. THIS TERM SUMMARY IS EXPRESSLY INCORPORATED INTO THE BODY OF THIS AGREEMENT AS THROUGH SET FORTH IN FULL THEREIN;HOWEVER,IF THERE IS ANY CONFLICT BETWEEN THIS TERM SUMMARY AND THE BODY OF THIS AGREEMENT,THEN THE BODY OF THIS AGREEMENT SHALL GOVERN 01247.0006/555389.5 � ' T � F H.AGREEMENT A. Licensed Area Rights.Use and Maintenance. 1. Grant of rights.Host is the owner of the Host Property and grants to Carbon Solutions,for the Term of this Agreement, in each case for the sole purposes set forth herein: (i) subject to the terms of this Agreement,the right to possess,control and occupy the Carbon Solutions Charging Stalls described on Exhibit A attached hereto, (ii)the right to use and occupy the other areas of the Licensed Area described on Exhibit A attached hereto, including without limitation for the installation,maintenance and operation of electric vehicle charging stations and related equipment. However, Carbon Solutions' rights under this Agreement shall be subject to the Host's right to enter into Carbon Solutions Charging Stalls for the purpose of immediately abating any condition which endangers public health and safety as determined by the Host in its sole discretion. If such conditions are caused by Carbon Solutions' activities or equipment, then Carbon Solutions shall fully reimburse Host for all costs incurred. 2. Use of Licensed Area.The Licensed Area may be used by Carbon Solutions for any lawful activity in connection with the development, construction, installation, maintenance, repair, replacement, removal, and operation of electric vehicle chargers and ancillary items, including, without limitation, electrical equipment,hardware, software, signage and all supporting equipment and structures(which may include concrete pads and protective bollards) (collectively, the "Charsine Station"), together with any other uses permitted herein,on the terms and conditions set forth in this Agreement.Such Charging Stations shall comply with the applicable requirements of the Southern California Incentive Program ("SCIP") (including but not limited to the SCIP's "Implementation Manual for Southern California Incentive Project," dated August 6, 2018, which is attached hereto as Exhibit E and incorporated herein by this reference)and all applicable law. 3. Southern California Incentive Proiect Reporting Requirements. Carbon Solutions shall, at its sole cost and expense, maintain and record usage/session data, and, in coordination with Host, report such data pursuant to and in compliance with the applicable requirements of the SCIP (including but not limited to the SCIP's"Implementation Manual for Southern California Incentive Project,"dated August 6, 2018, which is attached hereto as Exhibit E and incorporated herein by this reference) and all applicable law. 4. Other Southern California Incentive Proiect Requirements. Carbon Solutions shall, at its sole cost and expense, provide such assistance and cooperation to Host in relation to Host's obligations to comply with the applicable requirements of the SCIP (including but not limited to the SCIP's "Implementation Manual for Southern California Incentive Project," dated August 6, 2018, which is attached hereto as Exhibit E and incorporated herein by this reference)and all applicable law. 5. Mobile Source Air Pollution Reduction Review Committee Requirements. In addition to SCIP, Carbon Solutions shall, at its sole cost and expense, provide assistance and cooperation to Host in relation to Host's obligations to comply with the applicable requirements for the Mobile Source Air Pollution Reduction Review Committee ("MSRC"), which is attached hereto as Exhibits G and H and incorporated herein by this reference. 6. Carbon Solutions will provide assistance and cooperation in meetiniz the Host's requirements for the SCIP and MSRC requirements. 01247.0006/555389.5 7. Maintenance of Licensed Area. a. Host shall cause the Licensed Area, including Carbon Solutions Charging Stalls, to be maintained in a clean, safe, and orderly condition,to at least the same standard as other areas at the Host Property that are under Host control are maintained. (i) However, to the extent that Carbon Solutions engages in activities that inhibit the cleanliness, safety, and orderly condition of the License Area, Carbon Solutions shall maintain the Licensed Area to Host's sole and absolute satisfaction. In the event that Carbon Solutions fails to maintain the Licensed Area as described herein, then Host may immediately take all actions necessary to ensure the cleanliness, safety, and orderly condition of the License Area and Carbon Solutions shall reimburse Host for all such costs. b. Host shall have no responsibility to maintain Carbon Solutions' Charging Stations or related Carbon Solutions equipment,hardware,software,or signage.Host shall not retain any ownership rights in the Charging Station Equipment and related Carbon Solutions equipment. Carbon Solutions shall maintain Carbon Solutions' Charging Station and related Carbon Solutions equipment,hardware,software, and signage in clean, safe, and orderly condition. Carbon Solutions is solely responsible for personal property taxes imposed on the Charging Station. However, if Carbon Solutions fails to maintain Carbon Solutions' Charging Station (including related Carbon Solutions equipment, hardware, software, and signage) in a clean, safe, and orderly condition, then Host may immediately take all actions necessary to ensure the cleanliness, safety, and orderly condition of Carbon Solutions' Charging Station and Carbon Solutions shall reimburse Host for all such costs. 7. Condition of Premises. a. Carbon Solutions has inspected the Licensed Area and knows the extent and condition thereof and accepts same in its present condition, subject to and including all defects, latent or patent. Carbon Solutions shall not commit or suffer to be committed any waste upon the Licensed Area, improvements, and fixtures or commit or allow any nuisance or other act which may disturb or interfere with the Host Property and its surroundings.If Carbon Solutions fails to perform the obligations under this Section, after 30 days written notice setting forth such failure,then Host shall have the right to perform the same and to charge Carbon Solutions therefor, and Carbon Solutions shall pay the Host such costs upon Host's demand. b. Carbon Solutions shall not use,keep,store or place in or on the Licensed Area any petroleum products or any materials that are in any way hazardous,toxic, radioactive or explosive, except those which are necessary and appropriate to accomplish the purpose of this Agreement. All such materials shall be used, stored, handled, dispensed and disposed of as required by applicable governmental regulations and laws. Any spills of such materials by Carbon Solutions anywhere on Host Property shall be immediately reported to Host and cleaned up by Carbon Solutions, at Carbon Solutions' sole expense, in accordance with standards of the industry and applicable governmental regulations and laws. 8. Right of Entry. Carbon Solutions shall permit Host's authorized agents the right and privilege, at all times, of entering the Licensed Area for the purposes of inspection, performing necessary improvements,determining whether the terms of this Agreement are being kept and performed,and posting notices of nonresponsibility. 01247.0006/555389.5 B. Term &Termination. 1. Term. The Initial Term of this Agreement shall be as set forth in Section I hereinabove. Following the expiration of the Initial Term,the Host shall have three(3)options to extend this Agreement of one(1)year each,unless terminated by either party by providing written notice to the other party no less than thirty (30) days prior to the expiration of the then-current term. The Initial Term and any renewal term(s)are referred to collectively herein as the"Term." 2. Termination for Convenience. This Agreement may be terminated for convenience upon thirty(30)days' written notice to either party without penalty or fee: a. in the case of Carbon Solutions, at any time prior to the submission of the permit application for construction of the Charging Station at the Host Property or if Carbon Solutions determines that the construction or continued operation of the Charging Station is impracticable or uneconomical;and b. in the case of Host, in the event the Commencement Date has not occurred within fifteen(15)months following this Agreement Date; provided that the foregoing right shall terminate upon the Commencement Date. C. in the case of Host, in the event that the Grand Terrace City Council in its sole and absolute discretion determines that the Agreement is no longer in;the interest of the Host. Host will be subject to the Termination Schedule"Exhibit D" in the event of early termination. 3. Termination for Cause. This Agreement may be terminated for cause by either party in the event of the following: a. Breach of Oblisation. The other party breaches or fails to perform any of its obligations hereunder in any material respect, and such default or failure continues uncured for thirty(30) business days after receipt of written notice; provided, however, that if such default or failure reasonably requires more than thirty(30)business days to cure,this provision shall not be triggered if such breaching party commences to cure within such period and diligently proceeds to complete such cure; b. False Representation or Warrantv. Any representation made by the other party is found to be inaccurate when made,or any warranty made by the other party is breached;provided,however, that the party that allegedly made the false representation or warranty shall have thirty(30) business days within receipt of written notice to demonstrate to truth or accuracy of such representation or warranty; or C. Insolvencv. The other party becomes insolvent or proceedings are instituted by or against it under any provision of any federal or state bankruptcy or insolvency laws. C. Pavment Terms of Lease Pavments. For any amounts owed by Carbon Solutions to Host, on or before the first business day of the calendar month, commencing on the Commencement Date and terminating on the expiration or earlier termination of this Agreement, Carbon Solutions shall pay rent to Host in an amount of$250 per month plus Charging Station Utilization Bonus as provided in"Exhibit F" based on KWh usage of the Charging Stations by ACH or other method mutually agreed upon by Carbon Solutions and Host.Prior to Host receiving any accrued payments owed under this Agreement and in order to facilitate such payments, Host shall provide Carbon Solutions with a completed Form W-9 and valid ACH payment information substantially in the form(s)attached hereto as Exhibit B.If the Commencement 01247.0006/555389.5 Date falls on a day after the first day of the month,then the payment obligation for that first month shall be prorated to cover the portion of the month between the Commencement Date and the end of the month. D. Electricity. 1. Unless otherwise agreed by the parties, Carbon Solutions shall be responsible for all electricity costs of the Charging Station by obtaining separately-metered electricity service. Host shall reasonably cooperate with Carbon Solutions' efforts regarding the provision of electricity to the Charging Station.Neither Host nor Carbon Solutions has any responsibility or liability for interruption, curtailment, failure, or defect in the supply or character of utilities furnished to the Charging Station, unless the cause of the interruption is covered by the party's indemnity provided for in Section III(OM. 2. Host grants to Carbon Solutions the non-exclusive right to receive utility services, including but not limited to electric services, and the right for any applicable utility service providers to construct, reconstruct, install, inspect, maintain, replace, remove, and use said utility services to serve the Charging Station. Host grants such utility service providers with ingress to and egress from said utility service facilities across the Host Property. Host grants such utility service providers with the right to trim, cut down,and clear away or otherwise control any trees or brush within five(5)feet of said route. Prior to erecting or constructing any building or other structure, or drilling or operating any well, under or within five (5) feet of said route, Host shall coordinate with Carbon Solutions in ensuring such activities do not result in an interruption of utility service. In the event that Host Property is damaged due to Carbon Solutions' activities, Carbon Solutions shall restore the Host Property to its original condition at Carbon Solutions' sole cost. E. Carbon Solutions Customers; Access. 1. Carbon Solutions Customers.Carbon Solutions may provide access to the Charging Station and Carbon Solutions Charging Stalls to its subscribers, customers, agents, employees, contractors, vendors,guests and invitees("Carbon Solutions Customers"),who shall be charged in amounts reasonably determined by Carbon Solutions,which may change from time to time in Carbon Solutions' sole discretion. Carbon Solutions Customers may include members of the public,as well as commercial fleet and rideshare vehicles. 2. Access. During the Term, Host will ensure that Carbon Solutions Customers have reasonable access to the Licensed Area twenty-four (24) hours per day, seven (7) days per week, and 365/366 days per year. Carbon Solutions and its agents, employees, contractors, and vendors may, at any time during the Term, reasonably access the Licensed Area and Host Property to maintain, inspect,repair, upgrade, remove or replace any portion of the Charging Station, provided that Carbon Solutions notifies Host of such activities at least 48 hours' prior to commencement of such activities. Carbon Solutions may install a parking card reader or similar hardware or software, if necessary, to ensure Carbon Solutions Customers access to the Licensed Area. F. Signaze&Promotional Activities. 1. Siana2e; Brandin. Subject to Host's prior approval, Carbon Solutions may stripe and place appropriate signage at Carbon Solutions Charging Stalls, and mark the Charging Station and related Carbon Solutions equipment in Carbon Solutions' sole discretion;provided,however,that Host may require 01247.0006/555389.5 Carbon Solutions to replace any marks or signage that are reasonably offensive or otherwise violate applicable laws or regulations. In addition, subject to Host's prior approval, not to be unreasonably withheld, Carbon Solutions may place signage, marks, or advertising devices in, on, or about and around the Licensed Area within the Host Property, including"wayfinding"signage as may be required of Carbon Solutions by contract or applicable law, at Carbon Solutions' sole cost and subject to applicable laws and regulations.At no time may Host place any signage on Carbon Solutions property except as may be required for public health and safety or any applicable law. Carbon Solutions shall not place any type of advertising other than for Carbon Solutions' Charging Stalls. 2. Promotional Activities. During the Term of this Agreement, Carbon Solutions may promote the availability of the Charging Station (to the extent it is on Carbon Solutions' network of EV charging stations)through traditional and/or electronic media, including providing the address of the Host Property and a description thereof. Carbon Solutions and its employees, agents, and representatives shall have the right to enter the Licensed Area and photograph the Charging Station at least once per year during the Term. No party shall use the other parry's trade or service marks, logos or other proprietary materials without the prior written consent of the other party. G. Construction. 1. Installation Activities. Carbon Solutions shall, at its sole cost and expense, be responsible for all installation activities(the"Installation Activities")required to support the operation of the Charging Station and services therewith, including the hiring and coordination of all vendors and contractors; the installation of electrical equipment, utility lines, hardware, and software; site preparation, trenching, grading, repaving, and landscaping. All Installation Activities shall be done in compliance with the applicable requirements of the SCIP(including but not limited to the SCIP's "Implementation Manual for Southern California Incentive Project," dated August 6, 2018, which is attached hereto as Exhibit E and incorporated herein by this reference),MSRC(attached hereto as Exhibits G and H and incorporated herein by this reference), and all applicable law. 2. Plans.Before beginning any Installation Activities, Carbon Solutions shall provide a copy of the construction schedule and installation plans (which shall include any designs and specifications for the Installation Activities) to Host for its approval, which approval shall not be unreasonably delayed or withheld("Approved Plans").However,the submission of the construction schedule and installation plans to Host pursuant to this Agreement shall not waive or satisfy any licensing, permitting, or any other approvals required under applicable federal, State, and local law, including but not limited to the Grand Terrace Municipal Code("Applicable Laws"). 3. Contractor Activities. Carbon Solutions shall ensure that it or its designated contractor(s) and/or service providers: a. obtain from all governmental authorities, including the Host, all licenses,permits, or other approvals(collectively, "Approvals")required to conduct such installations. Host will reasonably cooperate with Carbon Solutions' designated contractors and service providers as required to obtain such Approvals. Upon obtaining the Approvals and all required licensing, permitting, or any other approvals required by the Applicable Laws, Carbon Solutions shall promptly commence the Installation Activities and diligently prosecute same to completion pursuant to the Approved Plans by a licensed bonded general contractor licensed in the State of California. All work shall be done in a good and workmanlike manner using top quality materials.All work must comply with all Applicable Laws including Labor Code Section 01247.0006/555389.5 , I 1720 et seq.which includes paying of prevailing wages. Carbon Solutions shall require its contractors and subcontractors to comply with all Applicable Laws. b. bring on the Licensed Area and permitted adjacent areas of the Host Property only those materials and equipment that are being used directly in the Installation Activities,provided that Carbon Solutions shall not store any materials and equipment inside or outside of the Licensed Area without the express written permission of the Host; C. perform Installation Activities only during times and days acceptable to Host and in a manner so as to not unreasonably interfere with Host's business operations; d. not permit or suffer any mechanic's or'materialmen's liens to attach to the Licensed Area. If such a lien attaches to the Licensed Area, Carbon Solutions shall remove or bond over such lien at Carbon Solutions' sole cost and expense, within twenty (20) days of Carbon Solutions receiving written notice thereof from Host. 4. Reimbursement for Installation Activities. a. The sources of Host's ability to provide reimbursement to Carbon Solutions as provided in Section II(G)(4) are from the Rebate-(as defined below) provided by SCIP and the MSRC Reimbursements(as defined below)provided by MSRC. b. Host shall reimburse Carbon Solutions for the costs of the Installation Activities for the Charging Stations as follows: i. Host shall reimburse Carbon Solutions the lesser amount of up to One Hundred Forty Thousand Dollars ($140,000.00) or 75% of the total costs of the Installation Activities for the Charging Stations as provided by the Rebate (defined below); and ii. Host shall reimburse Carbon Solutions up to Twenty Six Thousand Dollars ($26,000) of the total cost of Installation Activities for the Charging Stations as provided by the MSRC Reimbursements (defined below) (collectively referred to as the "Total Maximum Sum"). Carbon Solutions' total reimbursement shall not exceed the Total Maximum Sum. c. In order to receive the Reimbursement,Carbon Solutions shall submit two or more original invoices to Host as follows: i. Installation Invoice. An invoice detailing all work performed and expenses incurred related the Installation Activities for the Charging Stations in a form approved by the Host's Director of Finance ("Installation Invoice"). The Installation Invoice shall include, but not be limited to, the following: purchaser name; installation address; a detailed line-item description of the installation work (including, but not limited to, labor and materials); itemization for any credits, discounts, and incentives already received; proof of payment (when applicable); and final signatures (if applicable). The. Installation Invoice shall contain such other information as maybe required by the Host's Director of Finance. ii. Eauipment Invoice. An invoice detailing the costs of all equipment purchased and installed related to the Installation Activities for the Charging Stations in a form approved by the Host's Director of Finance ("Equipment Invoice"). The Installation Invoice shall include, but not be limited to, the 01247.0006/555389.5 following: purchaser name; description of equipment.(including, but not limited to, quantity and pricing); itemization of credits, discounts, and incentives already received; proof of payment; and final signatures (if applicable). The Equipment Invoice shall contain such other information as may be required by the Host's Director of Finance. iii. All invoices shall be submitted on the basis of whether the Installation Activities are to be paid using the Rebate or the MSRC Reimbursement. For example, invoices for Installation Activities that are reimbursed using Rebate funds shall not contain line-items for Installation Activities that are to be funded using the MSRC Reimbursement. iv. Other Eligible Costs 1. Subject to City's prior written approval, Carbon Solutions may invoice the City for any other eligible SCIP expenses including but not limited to design, level 2 charger, permitting, utility service, maintenance and networking costs. v. Both the Installation Invoice and the Equipment Invoice shall comply with the applicable requirements of the SCIP (including but not limited to the SCIP's "Implementation Manual for Southern California Incentive Project," dated August 6, 2018, which is attached hereto as Exhibit E and incorporated herein by this reference), the applicable requirements for the Mobile Source Air Pollution Reduction Review Committee ("MSRC'), which is attached hereto as Exhibits G and H,and all applicable law. d. By submitting an invoice for payment under this Agreement, Carbon Solutions is certifying compliance with all provisions of this Agreement and all applicable law. e. Host shall independently review each invoice submitted by Carbon Solutions to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work or expenses incurred by Carbon Solutions which are disputed by Host, Host will use its best efforts to cause Carbon Solutions to be paid within forty-five (45) days of receipt of Carbon Solutions' correct and undisputed invoices; however, Carbon Solutions acknowledges and agrees that due to Host's warrant run.procedures,'the Host cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by Host or in the event that an invoice requires revisions in order to comply with the applicable requirements of the SCIP (including but not limited to the SCIP's "Implementation Manual for Southern California Incentive Project," dated August 6, 2018, which is 'attached hereto as Exhibit E and incorporated herein by this reference), the applicable requirements. for the Mobile Source Air Pollution Reduction Review Committee ("MSRC"), which is attached hereto as Exhibits G and H, and all applicable law, the,original invoices shall be returned by Host to Carbon Solutions for correction and resubmission. Review and payment by Host for any invoice provided by Carbon Solutions shall not constitute a waiver of any rights or remedies provided herein or any applicable law. f. Host is the owner of certain SCIP Rebates (Application No. A=00183) in the amount of the Total Maximum Sum ("Rebate"). Carbon Solutions agrees and acknowledges 01247.0006/555389.5 that a portion of the Total Maximum Sum to be paid to Carbon.Solutions is funded by the Rebate; however, in order to receive the Rebate, SCIP requires Host to first pay all invoices submitted by Carbon Solutions. In the event that the Host does not receive the Rebate funds from SCIP, Host shall not be required to pay Carbon Solutions for any costs relating to the Installation Activities for the Charging Stations that are eligible for funding from the Rebate. Carbon Solutions, therefore, agrees to forever release and hold harmless Host from any liability relating to any payment of the Total Maximum Sum to Carbon Solutions. In the event that Host has paid the Total Maximum Sum to Carbon Solutions pursuant to this Agreement and SCIP does not provide Host with the Rebate funds,then Carbon Solutions shall remit the portion of the Total Maximum Sum that would have been funded by the Rebate to Host within five (5)business days of receiving a written request from Host requesting the same. g. Host is eligible for "MSRC Reimbursements"contract ML #18030, as amended on January 2, 2019, which is attached hereto as Exhibits G and H and incorporated -herein by this reference ("MSRC Reimbursements"). Carbon Solutions agrees and acknowledges that a portion of the Total Maximum Sum to be paid to Carbon Solutions is partially funded by the MSRC Reimbursements; however, in order to receive such reimbursements,MSRC requires Host to first pay all invoices submitted by Carbon Solutions. In the event that Host does not receive the MSRC Reimbursement funds from MSRC, Host shall not be required to pay Carbon Solutions for any costs relating to the Installation Activities for the Charging Stations that are eligible for funding from the MSRC Reimbursements. Carbon Solutions, therefore, agrees to forever release and hold harmless Host from any liability relating to any payment of the Total Maximum Sum to Carbon Solutions. In the event that Host has paid the Total. Maximum Sum to Carbon Solutions pursuant to this Agreement and MSRC does not provide Host with the MSRC Reimbursement funds, then Carbon Solutions shall remit the Total Maximum Sum that would have been funded by the MSRC Reimbursements to Host within five (5) business days of receiving a written request from Host requesting the same. 5. Oberation of Chareine Infrastructure and Ownership. a. On the Agreement date, Host agrees to transfer ownership of the Charging Station Equipment, as defined in the Section I "Agreement Term Summary," to Carbon Solutions. b. Carbon Solutions shall operate all aspects of the Charging Station Equipment, as defined in the Section I "Agreement Term Summary," and be the beneficiary of all revenues other than what Carbon Solutions agrees to pay Host for licensed area as defined in Section I "Agreement Term Summary" and shall be responsible for all costs associated with operating the Charging Station Equipment (as defined in Section I "Agreement Term Summary"), including, but not limited to, such costs associated with any related infrastructure not owned by Carbon Solutions. 6. Removal. Within ninety (90) days following the termination of this Agreement, Carbon Solutions shall remove the Charging Station Equipment, as defined in the Section I "Agreement Term Summary,"and all of Carbon Solutions' other equipment and personal property from the Licensed Area, 01247.0006/555389.5 but not electric infrastructure, which shall remain with and become part of the real property. Following such removal, Carbon Solutions shall restore the Licensed Area to a condition that is satisfactory to the Host in its sole and absolute discretion, excluding ordinary wear and tear and the electric infrastructure, which shall be capped off and secured but not removed.All improvements shall be surrendered in good and clean condition and the title thereto shall automatically,upon termination,vest in the Host.Notwithstanding the forgoing, all uncompleted or partially or totally destroyed improvements shall, at Host's option, be removed prior to surrender of the Licensed Area at Carbon Solutions' sole cost, and the site of such improvements shall be returned in the same condition as prior to the execution of this Agreement, except as relating to the electric infrastructure.This provision shall survive the termination of this Agreement. H. Costs of Lease Agreement 1. Carbon Solutions shall promptly pay all costs and expenses directly related to the operation of the charging equipment including, specifically, electricity. Carbon Solutions also agrees to reimburse Host for any and all expenses that Host incurs in modifying existing utilities for Carbon Solutions' benefit relating to possession and use of the Licensed Area. The possessory interest created by this Agreement may be subject to taxation, and Carbon Solutions may be subject to the payment of taxes levied on such interest. Carbon Solutions acknowledges its actual knowledge of the existence of a possessory interest tax and receipt of this notice of Carbon Solutions' potential tax liability. Carbon Solutions agrees that it is solely responsible for the timely payment before delinquency of possessory interest taxes and any other tax, levy or assessment upon the Lease Area,the aircraft, Carbon Solutions' personal property, improvements, and fixtures upon the Licensed Area. 2. Carbon Solutions shall also reimburse Host for all of Host's costs in reasonably cooperating with Carbon Solutions, including its subcontractors, in carrying out any activity under this Agreement. III.LEGAL PROVISIONS A. Representations.Warranties& Covenants. 1. General. Each of Host and Carbon Solutions hereby represents and warrants to the other that,to the best of its knowledge,as of this Agreement Date and throughout the Term:(a)it has all necessary power and authority to execute, deliver, and perform its obligations hereunder; (b)the execution,delivery, and performance of this Agreement have been duly authorized by all necessary action and do not violate any of the terms or conditions of its governing documents, any contract to which it is a party, or any law, regulation, order,or other legal determination applicable to it; (c)there is no pending or,to its knowledge, threatened litigation or proceeding that may adversely affect its ability to perform this Agreement; (d) it is duly organized and validly existing under the laws of the jurisdiction of its organization;(e)this Agreement constitutes a legal, valid and binding obligation of such party, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and by general principles of equity; and(f)at all times during the Term, it will comply with all applicable federal, state, and local laws, rules, regulations (including, without limitation, all zoning ordinances and building codes) in performing its obligations under this Agreement. 2. Consents and Approvals. Host further represents, warrants and covenants that it has obtained or shall obtain prior to the commencement of Carbon Solutions' Installation Activities or operation and maintenance of the Charging Station, and shall maintain at all times during the Term, any and all consents or approvals required in order for Host to grant the rights and perform its obligations under this Agreement, and for Carbon Solutions to take the actions contemplated in this Agreement. Copies of all 01247.0006/555389.5 required third party consents required for Host to grant the license to Carbon Solutions and for Carbon Solutions to install, operate, and maintain the Charging Station pursuant to this Agreement are attached as Exhibit C, and Host represents and warrants that no other third-party consents are required. B. Insurance. 1. Carbon Solutions Insurance. Carbon Solutions shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to Host,during the entire term of this Agreement including any extension thereof,the following policies of insurance which shall cover all elected and appointed officers, employees and agents of Host: a. General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than$1,000,000.00 per occurrence or if a general aggregate limit is used,then the general aggregate limit shall be twice the occurrence limit. b. Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Carbon Solutions against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Carbon Solutions in the course of carrying out the work or services contemplated in this Agreement. C. Automotive Insurance including "any auto" and endorsement. A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than$1,000,000. Said policy shall include coverage for owned,non-owned, leased,hired cars and any automobile. d. Professional Liability. Professional liability insurance appropriate to the Carbon Solutions' profession. This coverage may be written on a"claims made"basis,and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon,arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Carbon Solutions' services or the termination of this Agreement. During this additional 5-year period, Carbon Solutions shall annually and upon request of Host submit written evidence of this continuous coverage. e. Excess Liability (Also Known as: Umbrella Liability). $1,000,000 in excess liability coverage per occurrence, which coverage shall sit excess of the scheduled underlying General Liability and Automobile Liability Insurance policies with exclusions that are no more broad than those contained in the underlying policies. f. Subcontractors. Carbon Solutions shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. g. General Provisions i) All of the above policies of insurance shall be primary insurance and shall name the Host, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by Host or its officers,employees or agents may apply in excess of,and not contribute with Carbon Solutions' insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the Host, its officers, employees and agents and their respective insurers. 01247.0006/555389.5 Moreover,the insurance policy must specify that where the primary insured does not satisfy the self-insured retention,any additional insured may satisfy the self-insured retention. ii) The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the Host, its officers, employees and agents and their respective insurers. Moreover,the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. iii) All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty(30)days prior written notice by certified mail return receipt requested to the Host. In the event any of said policies of insurance are cancelled,the Carbon Solutions shall,prior to the cancellation date, submit new evidence of insurance in conformance with Section III(B)to the Host. iv) No work under this Agreement shall commence until Carbon Solutions has provided Host with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by Host. Host reserves the right to inspect complete,certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to Host. v) Host, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Carbon Solutions performs; products and completed operations of Carbon Solutions;premises owned, occupied or used by Carbon Solutions; or any automobiles owned, leased, hired or borrowed by Carbon Solutions. The coverage shall contain no special limitations on the scope of protection afforded to Host, and their respective elected and appointed officers, officials, employees or volunteers. Carbon Solutions' insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. vi) Any deductibles or self-insured retentions must be declared to and approved by Host. At the option of Host, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to Host or its respective elected or appointed officers, officials, employees and volunteers or Carbon Solutions shall procure a bond guaranteeing payment of losses and related investigations,claim administration, defense expenses and claims. Carbon Solutions agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Carbon Solutions may be held responsible for the payment of damages to any persons or property resulting from Carbon Solutions' activities or the activities of any person or persons for which Carbon Solutions is otherwise responsible nor shall it limit the Carbon Solutions' indemnification liabilities as provided in this Agreement. vii) In the event Carbon Solutions subcontracts any portion of the work for this Agreement, the contract between the Carbon Solutions and such subcontractor shall require the subcontractor to maintain the same policies of insurance that Carbon Solutions is required to maintain pursuant to Section III(B),and such certificates and endorsements shall be provided to Host. 2. Policv Reauirements. The insurance policies required under Sections III(B)(1) and B 2 shall: (a)be issued by insurance companies licensed to do business in the state in which the Host Property is located, with a general policyholder's ratings of at least "A-" and a financial rating of at least "Class VIII," in the most current Best's Insurance Reports available on the Agreement Date; if the Best's ratings are changed or discontinued,the parties shall agree to a comparable method of rating insurance companies. 01247.0006/555389.5 3. Casualty and Condemnation. If any portion of the Host Property is damaged by fire or other casualty in a manner that adversely affects Carbon Solutions' use of the Licensed Area, then either party may,within thirty(30)days of the date of such fire or other casualty elect to terminate this Agreement on written notice to the other party. If any portion of the Host Property is condemned or taken in any manner for a public or quasipublic use that could adversely affect Carbon Solutions' use of the Licensed Area, then Carbon Solutions may elect to terminate this Agreement effective as of the date title to the condemned portion of the Host Property is transferred to the condemning authority. C. Indemnity. 1. Indemnification. Carbon Solutions shall defend, indemnify and hold harmless Host and each of its officers,employees and agents("Indemnified Parties")against any and all liability,claims, loss, damages, or expenses, including attorneys' fees and costs ("Damages") arising by reason of the death or injury of any person, including Carbon Solutions and each of its officers, employees, representatives and agents ("Indemnifying Parties"), or by reason of damage to or destruction of any property, including property owned by any of the Indemnifying Parties,caused or allegedly caused by(1)any cause whatsoever while any of the Indemnifying Parties is in or on the Licensed Area or in any way connected with the Licensed Area or with any improvements or personal property on the Licensed Area, (2) some condition of the Licensed Area or some building or improvements on the Licensed Area,(3)some act or omission on the Licensed Area of Carbon Solutions or any person in,on or about the Licensed Area with the permission and consent of Carbon Solutions, or(4) any matter connected with Carbon Solutions' occupation and use of the Licensed Area; provided, that the obligations of Carbon Solutions to defend, indemnify and hold harmless are only to the extent to the Damages are caused by any of the Indemnifying Parties. 2. Limitation of Liabilitv. In no event shall either party be liable(in contract or in tort, including negligence and strict liability) to such other party or its Related Parties for any special, indirect or consequential damages relating to this Agreement. The entire liability of each party for any and all claims of any kind arising from or relating to this Agreement will be subject in all cases to an affirmative obligation on the part of the other party to mitigate its damages. D. Miscellaneous. 1. Notice. a. Any notice provided or permitted to be given under this Agreement must be in writing and be served either by(i)deposit in the mail,addressed to the party to be notified,postage prepaid, and registered or certified,with a return receipt requested,or(ii)deposit with an internationally-recognized overnight delivery carrier, with notice of delivery to the recipient party. Notice given by registered or certified mail or overnight carrier shall be deemed delivered and effective on the date of delivery shown on the return receipt or proof of receipt. For purposes of notice the addresses of the parties shall be as set forth in this Agreement. Each party may change its address for notice by giving notice thereof to the other party. b. Notice shall be given as follows: If to Host: If to Carbon Solutions: City of Grand Terrace CSG EV LLC 22795 Barton Rd. 600 B. Street 3rd Floor Grand Terrace, CA 92313 San Diego CA, 92103 Attn: City Manager Attn: Kory Trapp 01247.0006/555389.5 with a copy to: Aleshire&Wynder,LLP 18881 Von Karman Ave., Suite 1700 Irvine, CA 92612 Attn: Adrian R. Guerra, City Attorney 2. Property Rights;Assignment. a. The rights granted to Carbon Solutions in this Agreement shall constitute covenants running with the land as to the interests in real property which are made subject hereto and shall bind Host's successors and assigns. b. This Agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, assigns, and personal representatives. Carbon Solutions may assign this Agreement and any or all of its rights and obligations hereunder to any Carbon Solutions affiliate, subject to the prior written approval of the Host.Any attempt by Carbon Solutions to assign this Agreement without the Host's prior written approval is void. In addition to such other conditions Host may impose, Carbon Solutions shall pay to Host 10% percent of the amount of any sublease, plus the rent described in this Agreement. C. In the event the Licensed Area is transferred or Host ceases to have the requisite level of control over the Licensed Area necessary to fulfill its obligations under this Agreement (each, a "Transfer Event"),Host shall assign its rights and obligations under this Agreement to the person or entity which would be able to comply with Host's obligations following such Transfer Event (the "Transfer Host"). Further, Host agrees that any such Transfer Event shall not affect, terminate or disturb Carbon Solutions' right to quiet enjoyment and possession of the Licensed Area under the terms of this Agreement or any of Carbon Solutions' other rights under this Agreement. 3. No Aeencv Relationship.Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the parties for any purpose, and the employees of one party shall not be deemed to be the employees of the other party. Except as otherwise stated in this Agreement, neither party has any right to act on behalf of the other, nor represent that it has such right or authority. 4. Severability. If any term of this Agreement is held by any court of competent jurisdiction to be invalid,such invalidity shall not invalidate the remainder of this Agreement and this Agreement shall be construed and deemed reformed to the extent necessary to render valid such term and the rights and obligations of the parties shall be enforced accordingly. 5. Survival. The provisions of Sections II(G)(4),III(13)(4), III(C), and III(D)(7)shall survive termination of this Agreement. 6. Governing Law;Jurisdiction. The terms,provisions and conditions of this Agreement shall be governed by the laws of the state of California,without regard to its laws on conflict of laws. The parties further agree that the Superior Court of San Bernardino County, California and the United States District Court,Central District of California,Eastern Division shall have exclusive jurisdiction over all actions and disputes brought under this Agreement. 01247.0006/555389.5 7. No Waiver. The failure of a party to insist on strict performance of any provision of this Agreement does not constitute a waiver of or estoppel against asserting the right to require performance in the future and a waiver or estoppel given in any one instance does not constitute the same with respect to a later obligation or breach. 8. Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any right or remedy by any party does not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights a party may have under any applicable law, in equity or otherwise. 9. Confidential Information,. As used herein, "Confidential Information" means any information that is disclosed by one party to the other party that is either marked as confidential or would customarily be treated as confidential by a reasonable person. Each party agrees that it will,and will cause its employees,representatives and agents to,keep confidential and not disclose the Confidential Information of the other party. If a party is compelled to disclose Confidential Information under the authority of a court or governmental agency, the compelled party shall promptly notify the other party and the notified party.Notwithstanding the forgoing, Carbon Solutions acknowledges that Host is subject to the California Public Records Act, and agrees to release and hold Host harmless from any disclosure of Confidential Information resulting from Host's obligation to comply with the California Public Records Act or any other similar law. 10. Force Maieure. Neither party is responsible for any delay or failure in performance of any part of this Agreement to the extent that delay or failure is caused by fire,flood, explosion,war, embargo, government requirement, civil or military authority, act of God,act or omission of carriers or other similar causes beyond the party's control. Notwithstanding the foregoing, to the extent such delay or failure in performance extends beyond fifteen(15)consecutive days,the other party shall have the right, but not the obligation,to terminate this Agreement at its sole discretion. 11. No Third Partv Beneficiaries,. This Agreement does not confer any rights or remedies on any person other than the parties and their respective successors and permitted assigns. 12. Further Assurances. Each party agrees to execute and deliver additional documents and instruments and to perform additional acts as may be reasonably necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions and conditions of this Agreement. 13. Intesration: Amendments. This Agreement contains all Agreements, promises and understandings between the parties, and that there are no verbal or oral Agreements, promises or understandings between the parties. Any amendment,modification or other change to this Agreement shall be ineffective unless made in a writing signed by the parties hereto. 14. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all the parties had signed the same document. 15. Construction. All documents or items attached to, or referred to in, this Agreement are incorporated into this Agreement as fully as if stated within the body of this Agreement. Each party has cooperated in the drafting, negotiation and preparation of this Agreement and nothing herein shall be construed against either party on the basis of that party being the drafter of such language. [Signatures on Following Page] 01247.0006/555389.5 IN WITNESS WHEREOF,the parties execute this Agreement as of the date first above written. HOST: CARBON SOLUTIONS: CITY OF GRAND TERRACE, CSG EV LLC, a California municipal corporation an Delaware limited liability company B �.iL4A 044-v B %w 444� f or Name: �A2d L .( ff� Name: eo N 7V 4 '0 l0 J Title: C_.r T( hMAM4'6.� Title: V. P. i�`'d te�¢ Ded f 1 Qwa E vt ATTEST: <r•` TANA MAJEED A zNotHy Public-California f?tOranpeCounty By: n. ;;��4,��Commission#2162883 MY Comm.Expires Aug 18,2020 Name: Debra Thomas - Title: City Clerk APPROVED AS TO FORM: 147 �e By: 6v Name: Adrian R. Guerra Title: City Attorney 01247.0006/555389.5 ...:.............. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California I(� County of On 4V(A I 20 I 01( before me, mod_ Y lG�2i?G Date Here Insert Name and Title of the Officer � / personally appeared �C Cw-,l 1 VAI r"W, -, f V-.4,0 i Nome(A)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the TAHA MAJEED laws of the State of California that the foregoing xNotary Public-California paragraph is true and correct. <<. 'Drange County i Z ission�2162883- WITNESS my hand and official seal. - Comm °My.Comm.Expires Aug 18,2020 Signature Place Notary Seal and/or Stamp Above Si�af-Ndt ry Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer-Title(s): ❑ Corporate Officer-Title(s): ❑ Partner- ❑ Limited ❑ General ❑ Partner- ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: ©2018 National Notary Association EXHOIT A Licensed Area-Site Plan See attached. 01247.0006/555389.5 EXHIBIT B ACH W-9 Payment Information See attached. 01247.0006/555389.5 EXHIBIT C Third Party Consents See attached(if applicable). 01247.0006/555389.5 Exhibit D Termination Schedule Early Termination Date Termination Early Termination Fee Percentage prior to the first(1 St)anniversary of the Commencement Date 100% $140,000/Charging Stall after the first(I")anniversary of the Commencement Date,but 90% $126,000/Charging Stall prior to the second(2°d)anniversary of the Commencement Date after the second(2°d)anniversary of the Commencement Date, 80% $112,000/Charging Stall but prior to the third(31)anniversary of the Commencement Date after the third(3`d)anniversary of the Commencement Date, 70% $98,000/Charging Stall but prior to the fourth(4th)anniversary of the Commencement Date after the fourth(4th)anniversary of the Commencement Date, 60% 84,000/Charging Stall but prior to the fifth(5th)anniversary of the Commencement Date after the fifth(5th)anniversary of the Commencement Date, 50% $70,000/Charging Stall but prior to the sixth(6th)anniversary of the Commencement Date after the sixth(6th)anniversary of the Commencement Date, 40% $56,000/Charging Stall but prior to the seventh(7th)anniversary of the Commencement Date After the seventh(7th)anniversary of the Commencement Date 30% $42,000/Charging Stall 01247.0006/555389.5 After the eith(8th)anniversary of the Commencement Date 20% $28,000/Charging Stall After the ninth(9th)anniversary of the Commencement Date 10% $14,000/Charging Stall Pending successful receipt of maximum payment of SCIP Funds to Host as defined in section GA of this agreement,the Early Termination Fee beginning amount will be reduced by 65%.Pending successful receipt of maximum payment to Host by MSRC funds,the Early Termination Fee will be reduced by 5% of beginning amount. The combined success of payment from both programs shall reduce the Early Termination Fee by 70%. For avoidance of doubt, if the project receives the maximum SCIP and MSRC payments,the Termination Fee prior to year I will be$42,000/charging stall. The Termination Percentage will be reduced by 10% after each anniversary of the Commencement Date"as indicated in the Termination Schedule. 01247.0006/555389.5 Exhibit E Implementation Manual for Southern California Incentive Project,"dated August 6,2018 01247.0006/555389.5 EXHIBIT F—PER KWII FEE SCHEDULE In addition to receiving a fixed monthly rent as provided in the Agreement,Carbon Solutions shall also pay Host a Charging Station Utilization Bonus on a monthly basis per kilowatt hour for utilization of the charging equipment that exceeds 50% in a contract month. Utilization is defined as the total number of kWh sold to Carbon Solutions customers divided by the aggregate capacity(in kW)of all chargers on site; divided by the number of hours in that month. The utilization of each charger will be verified with the Chargepoint software. The incentive structure shall be as follows. Fees due per this Exhibit D shall be calculated and paid on a monthly basis. • Utilization greater than 50%and less than or equal to 60%: o 0.6 cents per kWh • Utilization greater than 60% and less than or equal to 70%: o 0.7 cents • Utilization greater than 70% and less than or equal to 80%: o 0.8 cents per kWh • Utilization greater than 80% and less than or equal to 90%: o 0.9 cents per kWh • Utilization greater than 90% and less than or equal to 100%: o 1.0 cents per kWh 01247.0006/555389.5 EXHIBIT G MSRC Program Contract See attached. 01247.0006/555389.5