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HomeMy WebLinkAboutA8684 - CARBON SOLUTION GROUP� QpLM SA cg41FoeN�P Council Meeting Date: Councilmembers Present: Councilmembers Absent: Agenda Item No. City of Palm Springs Office of the City Clerk 3200 E. Tahquitz Canyon Way • Palm Springs, California 92262 Tel: 760.323.8204 • Fax: 760.322.8332 • TDD 760.864.9527 • www.palmspringsca.gov ACTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA February 11, 2021 Councilmembers Grace Elena Garner, Geoff Kors, Dennis Woods; Mayor Pro Tern Lisa Middleton; and Mayor Christy Holstege. None. New Business Item 5C AUTHORIZE AN AGREEMENT WITH CARBON SOLUTIONS GROUP TO UPGRADE AND EXPAND THE CITY'S ELECTRIC VEHICLE (EV) CHARGING INFRASTRUCTURE AND AUTHORIZE THE OFFICE OF SUSTAINABILITY TO SPEND UP TO $110,000 TO SUPPORT INSTALLATION OF LEVEL II CHARGING STATIONS AS PART OF THE EXPANSION EFFORT, CITY PROJECT CP 19-11 MOTION BY COUNCILMEMBER WOODS, SECOND BY COUNCILMEMBER KORS, CARRIED 5-0, to: Authorize Electric Vehicle Charging Station License Agreement with Carbon Solutions Group to design and install EV charging stations at various locations across the City. Carbon Solutions Group was selected from among 11 respondents to a request for proposal (CP 19-11) issued in July 2020. A8684 2. Authorize the City to enter into a 10-year agreement with Carbon Solutions Group to operate and maintain the EV charging equipment that they install as part of this lease agreement. 3. Authorize a Purchase Order to Carbon Solutions Group in an amount not to exceed $110,000 to cover costs associated with Level II charging stations and allow for an additional unit if needed. 4. Authorize City Manager to execute all necessary documents. STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS. CITY OF PALM SPRINGS ) I, ANTHONY J. MEJIA, City Clerk of the City of Palm Springs, California, do hereby certify the foregoing to be the official action taken by the City Council at the above meeting. IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of March 2021. CITY Cl�nngsarifornia City of�ER Post Office Box 2743 • Palm Springs, California 92263-2743 ELECTRIC VEHICLE CHARGING STATION LICENSE AGREEMENT This ELECTRIC VEHICLE CHARGING STATION LICENSE AGREEMENT (this "Agreement"), dated as of May 26th, 2021 (the "Effective Date"), is between CSG EV, LLC, a Delaware limited liability company, d/b/a ("CSG"), and City of Palm Springs, a California charter city and municipal corporation ("Host" or "City"). Each of CSG and Host is a "party," and together they are the "parties," to this Agreement. BACKGROUND A. CSG provides a variety of vehicle charging and support services to owners of electric plug-in vehicles ("EVs" )• B. Having Electric Vehicle Charging Stations onsite allows Host to differentiate its location, attract high - value customers, and promote sustainable and environmentally -sound transportation; C. Host desires to participate in CSG's network of Electric Vehicle Charging Stations; and D. This Agreement sets forth the parties' agreement with respect to Host's grant of the License to CSG. AGREEMENT In consideration of mutual benefits and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: DEFINITIONS The following terms, when used in this Agreement, whether singular or plural, shall have the meanings specified: "Collaborator" means a person allowed by Host to manage the application on the CALeVIP.org application portal. A Collaborator can view the project status and submit required documents to the application. "Gross Revenue" shall mean all revenue arising from the installation and operation of the Electric Vehicle Charging Stations. "Milestone Payment" means at 240 calendar days (eight months) from the Funds Reserved date of application, the Center for Sustainable Energy ("CSE") will process a milestone payment if you have submitted your permit and design invoice. The milestone payment is calculated based on all project costs submitted within the 8-month period. Any eligible costs incurred that are not uploaded prior to the milestone payment will be included in the final payment. A milestone payment of up to 45% of your reserved funds can be issued for non-DAC applications and up to 48% for DAC applications. "Project" means all activities associated with the Scope of Work identified in Exhibit A including, but not limited to, installation, operation, and maintenance of the Charging Stations. "Project Completion" means the date the Charging Stations are energized and all required California Electric Vehicle Infrastructure Project ("CALeVIP") documents have been submitted to the Center for Sustainable Energy and CSE has approved the CALeVIP application and sent final rebate check to the Host. 1. LICENSE; 1.1. Host Property. The Host is the owner of the property described in Exhibit A. attached hereto and incorporated herein by reference (the "Host Property"). 1.2. Grant of License. Host, for good and valuable consideration, the sufficiency of which is acknowledged, grants to CSG a license (the "License") to use a certain portion of Host Property specifically identified in Exhibit A and herein referred to as the "Licensed Space" for the purposes described in this Agreement, including but not limited to those described in Section 1.4 below. 1.3. License Fee. 1.3.1. CSG agrees to pay Host a license fee (the "License Fee") of One Hundred Dollars ($100) per installed Direct Current Electric Vehicle Charging Station (as defined below) and Twenty Five Dollars ($25) per "Level II" Alternating Current Electric Vehicle Charging Station port, per month as consideration for the License herein for the first year of operation. For each subsequent year, license fee will increase consistent with the locally applicable consumer price index adjustment. 1.4. Use of Licensed Space. The License includes use of the Licensed Space and the areas of Host Property that are reasonably necessary to provide ingress and egress to and from the Licensed Space and the Electric Vehicle Charging Stations (as defined below); for the purposes of the construction, installation, maintenance, repair and operation of the Electric Vehicle Charging Stations by CSG; and for any ancillary uses permitted herein, all in accordance with this Agreement (collectively the "Necessary Space"). Access to and upon the Licensed Space and Host Property shall be done in such a manner as to allow the Host continued reasonable rights of ingress and egress. 1.5. Host Obligations. Subject to limitations contained herein, Host agrees to, at all times, make the Licensed Space and Necessary Space available to CSG, its subcontractors and vendors, and all users of the Electric Vehicle Charging Stations. 2. TERM; TERMINATION 2.L License Term. 2.1.1. The term ("Initial Term") of the License shall commence on the Effective Date and, subject to the provisions of Section 2.2 below, end on the date that is ten (10) years from the Commencement Date (as extended from time to time, the "License Expiration Date'). The "Commencement Date" shall mean the date on which the first Electric Vehicle Charging Station is operational. 2.1.2. The Host, in its sole discretion, shall have the right to extend the Initial Term of this Agreement for two (2) terms of five (5) years each in accordance with the terms and provisions of this Agreement (collectively "Extended License Term") by providing written notice to CSG of Host's intent to extend the Initial Term within one hundred eighty (180) days of the end of the existing Term. The Extended License Term shall begin immediately following the end of the Initial Term. During the Extended License Term, CSG shall pay Owner the License Fee. The Initial Term together with the Extended License Term shall be referenced collectively herein as the "Term". 2.2. Termination. 2.2.1. Upon Certain Events. This Agreement may be terminated upon thirty (30) days' written notice to either party without penalty or fee in any of the following circumstances: 2.2.1.1. In the case of termination by CSG, in the event that the Commencement Date has not yet occurred; and 2.2.1.2. In the case of termination by Host, in the event the Commencement Date has not occurred within twenty-four (24) months following the Effective Date; provided that the foregoing right shall terminate upon the Commencement Date. 2.2.2. For Cause. This Agreement may be immediately terminated for cause by either party in the event of the following circumstances: 2.2.2.1. Breaches. The other party breaches or fails to perform any of its obligations in any material respect, and such breach or failure continues uncured for thirty (30) calendar days after receipt of written notice. 2.2.2.2. Assigns. The other party attempts to assign or otherwise transfer its rights, obligations, or duties under this Agreement except as provided in section 5.2.3 and 8.5 below. 2.2.2.3. Insolvent. The other party become insolvent or proceedings are instituted by or against it under any provisions of any federal or state bankruptcy or insolvency laws. 2.2.3. Notwithstanding the above, in the absence of any breach of this Agreement by CSG, Host shall have the right unilaterally to terminate or modify this Agreement with one (1) month's prior written notice to CSG for the Host's convenience and without cause. 2.2.3.1. In the event of termination under this section 2.2.3, Host shall pay an early termination fee equivalent to 1.5 times the costs incurred by CSG in connection with the Project (the "Termination Fee"). The Termination Fee shall be subject to an annual reduction often percent (10%) of the value of the Termination Fee at year zero. 2.2.3.2. By way of example and without limiting the foregoing, if the total costs incurred by CSG in connection with the Project are equivalent to $300,000, the value of the Termination Fee in year two of the Initial Term would be $360,000, and the value of the Termination Fee in year 8 of the Term would be $90,000. 2 2.2.3.3. Notwithstanding anything in this Agreement and in consideration of the Termination Fee, Host, in its sole discretion, may elect to take possession and ownership of the Electric Vehicle Charging Stations if Host terminates the Agreement pursuant to this section 2.2.3. 2.2.3.4. The Parties agree that the Termination Fee shall be the sole and exclusive remedy for termination pursuant to this section 2.2.3 and in absence of any breach of the Agreement. 2.2.4. Licensed Space on Termination. Within sixty (60) calendar days following the expiration of the Term or termination under Section 2.2, CSG shall remove, at its sole cost and expense, the Electric Vehicle Charging Stations and any other supporting or ancillary equipment installed by CSG from the Licensed Space and restore the affected area to its former condition, excluding ordinary wear and tear; provided, however, that any underground electrical wiring shall be capped off and secured, but not removed. For the avoidance of doubt, CSG will not remove any equipment installed by a utility, which may include but may not be limited to: transformers, junction boxes, primary cable and conduit and electric meters and panels. Notwithstanding the foregoing, the Parties may elect for Host to take possession and ownership of the Electric Vehicle Charging Stations for an agreed upon price. 2.2.5. No Further Obligations. Upon any termination pursuant to this ARTICLE 2, both parties are relieved of any further obligations contained in this Agreement, except for those that by their nature survive or may require performance after termination (e.g., indemnity). 3. ELECTRIC VEHICLE CHARGING STATIONS 3.1. Electric Vehicle Charging Stations; Ancillary Facilities. 3.1.1. The design, make, model, and manufacturer of the Electric Vehicle Charging Stations (each an "Electric Vehicle Charging Station" or "Charging Station") and their number and approximate locations are specified in Exhibit A. This includes both Direct Current Electric Vehicle Charging Stations (aka DC Fast Chargers) and Level II Alternating Current Electric Vehicle Charging Stations. Any additional charging stations installed on Host Property shall be pursuant to further agreement between the parties. CSG, at any time and for any reason during the License Term, may elect to upgrade, revise, alter, or swap any Charging Station installed in the Licensed Space with the Host's permission and Host, if permission is granted, shall provide CSG access to the Licensed Property as necessary to do so. 3.1.2. For purposes of this Agreement, "Electric Vehicle Charging Station" shall mean all electrical equipment, hardware, and software installed by CSG, all CSG signage and all supporting equipment and structures, including without limitation concrete pads and protective bollards. 3.2. CSG may, with Host's prior written approval, include at the Licensed Space other additional services related to charging of electric vehicles, equipment or facilities for automobile upkeep that CSG may elect to offer its customers from time to time during the Term. Additionally, CSG and its employees and vendors may, with Host's prior written approval, perform security assessments and install (or add additional) reasonable security features at the Electric Vehicle Charging Stations, including, without limitation, lighting and cameras. 3.3. Access. CSG, its subcontractors, vendors and customers shall have access to the Licensed Space and Necessary Space twenty-four (24) hours per day, seven (7) days per week, and 365/366 days per year. CSG and its employees and vendors may, at any time during the Term, access the Licensed Space and Host Property to maintain, inspect, repair or replace any portion of the Electric Vehicle Charging Stations pursuant to its obligations under this Agreement. In the event that the actions of Host, its officers, agents, employees, contractors, or assigns prevent or limit access for more than two (2) days after Host's receipt of written notice thereof, the total monthly License Fee owed under section 1.3 shall be reduced by the pro rata value of the monthly License fee attributable to each day that Access is limited or prevented, for so long as such interruption may last, except as provided by section 8.9 herein. Any reduction of the License Fee under this paragraph may be deducted from the License Fee paid the following month. 3.4. Signage. Signage at minimum will include what is legally required per law for electric vehicle charging stalls. Additionally, CSG may paint, place, erect, or project signs, marks, or advertising devices in, on, or about the Licensed Space or elsewhere on the Host Property upon obtaining Host's written consent (which may be granted or denied in Host's reasonable discretion). CSG shall, at its own cost and expense, obtain any and all permits necessary for the installation of its signs, and CSG shall be solely responsible for all costs and expenses associated with such permitting, the erection of such sign(s), and the maintenance and operation thereof. Further, CSG and Host also agree to place signage on or around the Electric Vehicle Charging Station, designating the area as "Electric Vehicle Charging Only," and will take reasonable measures to discourage non-EV vehicles from parking in the Licensed Space, including, without limitation, towing. 3.5. Project Administration and Development Funding Structure for Electric Vehicle Charging Stations. 3.5.1. Host is the applicant of the CALeVIP Rebate (Application # A-00562 and A-00563), which totals up to One Hundred Forty Thousand U.S. Dollars ($140,000.00) and a grant from the Mobile Source Air Pollution Reduction Review Committee (MSRC) in the amount of Twenty One Thousand One Hundred Sixty Three U.S. Dollars ($21,163) for DC Charging stations. Host is also the recipient of a grant from the MSRC in the amount of Sixty Thousand U.S. Dollars ($60,000) for new Level II Charging Stations in addition to any existing stations. 3.5.2. Host acknowledges that in order to receive the rebate, Host must receive and pay for all invoices associated with the development and installation of the Charging Stations, including, but not limited to, charging hardware and ancillary infrastructure, engineering, procurement and construction services associated with the installation of charging hardware and ancillary infrastructure, 5-year warranty of hardware, and 5-year networking, in order to meet commissioning requirements; as required or otherwise suggested by CALeVIP and MSRCprograms. 3.5.3. CSG will furnish to Host invoices on a monthly basis, which will include CSG's costs associated with the development and installation of the Charging Stations ("Invoice"). 3.5.4. CSG will provide funding in the form of money free and clear to the to Host without repayment by Host for the amount on each Invoice more than fifteen (15) days in advance of the due date of an Invoices ("Funding"). If CSG does not provide Funding to pay the Invoices, the City shall have no obligation to pay the Invoices. 3.5.5. Host will pay all Invoices on or before the due date if provided Funding in a timely manner. Provided Funding is provided as required in this Agreement, in the event that Host fails to pay the Invoices on or before their due date, Host will be in breach of this Agreement and shall be required to indemnify CSG for any claims arising therefrom. If Host fails to pay Invoices more than sixty (60) after their due date, Host shall reimburse all funds advanced by CSG to Host pursuant to this Section 3 within ten (10) calendar days. This remedy shall be non-exclusive and in addition to any other remedy available to CSG at law or in equity, 3.5.6. For example: 3.5.6.1. CSG contracts with third -parties for acquisition of charging hardware, ancillary infrastructure and engineering & construction activities (the "Contractor's Products and Services"). CSG invoices Host for Contractor's Products and Services with payment due July 1 St. 3.5.6.2. CSG provides Funding to Host to pay for Invoices at a minimum fifteen (15) days prior to July 1 St. 3.5.6.3. Host pays Invoices before July 1st. 3.5.7.Other than paying for the Invoices after receiving Funding from CSG in accordance with this Agreement, the Parties shall not compensate each other for any service, cost, expense, or amounts in connection with, related to, or arising from the development, installation, operation, or maintenance of the Charging Stations, except as to the License Fee set forth in Section 1.3. 3.6. Transfer of CALeVIP rebate funds from Host to CSG. 3.6.1. Host agrees to allow CSG to act as a Collaborator to the application on the Calevip.org website in order to allow CSG to manage the uploading of the documents required by the SCIP program. 3.6.2. Host may receive a Milestone Payment before Project Completion in which case, Host will transfer the entirety of the Milestone Payment to CSG within thirty (30) calendar days of receipt of funds from the California Energy Commission ("CEC"). 3.6.3. Host should receive a final rebate payment within fifteen (15) days of Project Completion by the CSE and the CEC". Host will transfer the entirety of said final payment to CSG within thirty (30) calendar days of receipt of such funds from the CEC. 3.6.4. In the event that Host does not transfer the entirety of all funds received from CALeVIP within thirty (30) days of receipt of funds as provided above, Host will be in breach of this agreement and any such funds in possession of Host and owed to CSG will accrue interest at a rate of 1% of their value per month. 3.6.5. Host shall not be responsible for the difference between any and all costs to install the Charging Stations, including the Funding amount, and the total rebate amount from CALeVIP. Stated another way, Host shall not be responsible for any service, cost, expense, or amounts in connection with, related to, or arising from the development, installation, operation, or maintenance of the Charging Stations above and beyond the value of any and all funds actually received by Host from CALeVIP. If Host does not receive a rebate from CALeVIP, Host shall not be responsible to compensate CSG for the rebate amount. 3.7. CALeVIP rebate extensions. Host will work with CSG to timely request extensions to the application if the application deadline to the CSE if the application deadline is less than four (4) months from expiration. 3.8. CALeVIP rebate expiration; Reapplication of CALeVIP rebate. 3.8.1. In the event that CALeVIP rebate Application # expires and the Host is not eligible to receive the rebate funds, CSG shall have the right to: 3.8.1.1. Reapply with the CEC for a new CALeVIP rebate in which case CSG would be the owner of the rebate and would develop and finance the project directly with service and hardware providers. Under this scenario, all of Section 3.5 "Project Administration and Development Funding Structure" would not be applicable; or 3.8.1.2. Have the Host reapply with the CEC for a new CALeVIP rebate. Under this scenario, section 3.5 "Project Administration and Development Funding Structure" would continue to apply. 3.9. MSRC Grant Funding for Level II Charging Stations. Host will pay CSG Four Thousand Five Hundred U.S. Dollars ($4,500) for the equipment and installation of qualifying Level II Charging Stations and seek reimbursement directly from MSRC for these stations. CSG will operate and maintain these units consistent with the terms of this Agreement. 3.10. Additional Level II Charging Stations. Host will pay CSG Four Thousand Five Hundred U.S. Dollars ($4,500) for the equipment and installation of any additional Level II Charging Stations. CSG will operate and maintain these units consistent with the terms of this Agreement. 3.11. Installation. 3.11.1. CSG shall, at its sole cost and expense, be solely responsible for supervising or conducting the design, engineering, permitting, construction and installation activities for the Direct Current Electric Vehicle Charging Station, including both Direct Current Electric Vehicle Charging Stations and Level II Alternating Current Electric Vehicle Charging Stations, and, as between the parties, CSG has sole control over construction, construction schedule, and installation means, methods, techniques, sequences, and procedures, including the coordination of all work. Any construction and installation activities must be performed by a licensed contractor. 3.11.2. CSG shall be solely responsible for all installation activities, as well as all other activities as set forth in this Agreement required to support the operation of the charging stations and services therewith, for the Electric Vehicle Charging Station, including furnishing all permits, materials, equipment, and labor required for the installation, maintenance, operation, any necessary replacement, and removal of the Electric Vehicle Charging Station. This includes but is not limited to all work related to the development of plans and documents for the Electric Vehicle Charging Stations, including plans and documents for supplying power to the Electric Vehicle Charging Stations per all applicable laws and regulations, including applicable utility standards and the requirements of governmental agencies with jurisdiction. Except as may otherwise be limited by law, CSG shall be responsible for all loss and damage, directly and indirectly, which may arise out of the services provided in this Agreement, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the work, unless such loss or damage arises, solely or in part, due to the negligence, recklessness, or intentional conduct of Host, in which case the Parties shall be responsible for such loss or damage in proportion to their respective degrees of fault. Following the installation, CSG shall activate and test the Electric Vehicle Charging Stations. 3.11.3. Before beginning activities to install the Electric Vehicle Charging Station in the Licensed Space, CSG shall give a copy of the tentative construction schedule, ,installation plans, Charging Station specifications, and Charging Station locations to Host for its approval, which is not to be unreasonably withheld. No work will begin until approvals by the Host and all applicable permits and certifications have been obtained. Once all insurance coverages required by this Agreement are in place, CSG will oversee and manage the installation of the Electric Vehicle Charging Station, including the hiring and coordination of all vendors and contractors; the installation of electrical equipment, utility lines, hardware, and software; site preparation, trenching, repaving, and landscaping; and installation of all CSG branded signage. 3.11.4. CSG will obtain from applicable governmental authorities all licenses, permits, or other approvals required to install the Electric Vehicle Charging Station, and Host will reasonably cooperate upon request with CSG's efforts to do so. 3.11.5. Host grants to CSG and its employees and vendors the non-exclusive right to use and occupy the Licensed Space and Host Property for the construction and installation of the Electric Vehicle Charging Station, and shall confine its operations strictly to those sites permitted by applicable law, ordinances, permits, Host, and the terms of this Agreement. Only those materials and equipment that are being used directly in the construction and installation of Electric Vehicle Charging Station shall be brought to and stored on the Licensed Space and Host Property. CSG shall ensure that, subject to reasonable and unavoidable interruptions, all work is performed in a manner that affords continuous, reasonable access to Host Property. 3.11.6. CSG will not permit or suffer any mechanic's or materialmen's liens to attach to the Licensed Space or Host Property as a result of the installation of the Electric Vehicle Charging Station. If such a lien attaches to the Licensed Space or Host Property, CSG shall remove or bond over such lien at CSG's sole cost and expense, within twenty (20) days of CSG receiving written notice thereof from Host. 3.11.7. Ownership of Intellectual Property and Charging Stations. CSG owns all worldwide right, title, and interest in and to the Electric Vehicle Charging Station, its related hardware, software, and all derivatives thereof; any processes, relationships, and contracts associated therewith; all related graphics, user interfaces, logos, and trademarks reproduced during its operation; and all Intellectual Property rights therein. Host hereby assigns all such rights to CSG and agrees to execute any documents desirable to effectuate or evidence the foregoing. The foregoing rights shall vest with CSG upon the Effective Date and shall remain with CSG in perpetuity absent CSG's disposing or transferring of such rights at its sole discretion. CSG shall have the right to remove all or a portion of the Charging Station at any time during the License Term, whether or not said items are considered fixtures and attachments to the Licensed Space under applicable laws. 3.11.8. CSG is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, CSG agrees to fully comply with such Prevailing Wage Laws. CSG shall defend, indemnify and hold the Host, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon CSG and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). If the services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, CSG and all contractors performing such services must be registered with the Department of Industrial Relations. CSG shall maintain registration for the duration of the project and require the same of any contractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be CSG's sole responsibility to comply with all applicable registration and labor compliance requirements. 3.11.9. CSG shall ensure that it or its designated contractor execute and provide a payment bond in an amount equal to 100 percent of the cost of the installation of the Charging Stations and in a form provided in Exhibit "C" attached hereto and incorporated herein by reference. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California -admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Host. 3.12.Operation and Maintenance. Except as otherwise provided in this Agreement, CSG will, at its sole cost and expense, maintain and operate the Electric Vehicle Charging Station, including maintaining the cleanliness and proper working order of the Electric Vehicle Charging Stations and Licensed Space at all times, ensuring the proper care and maintenance of the area immediately surrounding the Electric Vehicle Charging Stations, making all necessary repairs, arrange for appropriate remote monitoring, and obtaining and installing appropriate software and hardware upgrades. CSG shall regularly provide inspection services to ensure all equipment is properly checked, tested, and activated for safe and proper operation. CSG shall create a network communications system capable of monitoring the Electric Vehicle Charging Stations for errors or malfunction at all times. CSG shall address repairs or replacements of non-functioning Electric Vehicle Charging Stations within a five (5) calendar days of notice of such issues. CSG shall, other than expressly stated herein, be the sole beneficiary of all revenues and costs associated with the foregoing. All damage or injury to the Electric Vehicle Charging Stations, whether requiring structural or nonstructural repairs, shall be repaired by CSG at CSG's sole cost and expense, to the condition that existed before the damage. 3.13. User Fee. CSG will charge users a fee that shall not exceed $.75/kWh unless approved by the Host. 3.14. Host Obligations. Host shall, at its sole cost and expense: 3.14.1. Take all actions necessary to maintain the Licensed Space in a clean, safe, and orderly condition, to at least the same standard as it customarily maintains the common areas at the Host Property, including, without limitation, parking lot sweeping, parking lot snow removal, parking lot repaving and restriping, and maintenance and repair of curbs, gutters and landscaping features within the Licensed Space. In addition, Host shall take reasonable precautions to protect the Electric Vehicle Charging Station from graffiti and other vandalism. For the avoidance of doubt, Host shall be under no obligation to maintain the Electric Vehicle Charging Station, signage or any other equipment installed by CSG within the Licensed Space. To the extent Host has actual knowledge of the same, Host shall promptly notify CSG and, as appropriate, emergency response personnel regarding any malfunction of the Electric Vehicle Charging Station. Host shall make commercially reasonable efforts to accommodate any reasonable request by CSG in connection with the operation of the Charging Station. 3.15. Utility Availability. 3.15.1. CSG shall be responsible, at its sole cost and expense, for all electricity costs of the Electric Vehicle Charging Station. CSG shall, at its sole expense, either (i) ensure that the Electric Vehicle Charging Stations contains separately -metered electricity with CSG as the customer of record for such meter, or (ii) install one or more sub -metering devices which measure in kWh the electricity used by the Electric Vehicle Charging Station, in which case CSG will pay Host for the electricity used by the Electric Vehicle Charging Station at the applicable per kWh rate, or as otherwise mutually agreed by the parties. 3.15.2. Host shall cooperate with CSG to obtain electricity and any other utilities necessary to operate the Electric Vehicle Charging Station, including by granting appropriate easements to local utility providers and/or obtaining necessary easements from adjacent property owners for the location of necessary utilities; provided, however, that Host is not required to pay money to satisfy the requirements of the utility, the adjoining landowner or CSG associated with the provision of such utilities. 3.15.3. Neither Host nor CSG has any responsibility or liability for interruption, curtaihnent, failure, or defect in the supply or character of utilities furnished to facilities or equipment located in the Licensed Space, unless the cause of the interruption is covered by the parry's indemnity provided for in ARTICLE 7. 3.16. Taxes. CSG is solely responsible for personal property, possessory interest, income, franchise and similar taxes imposed on the Electric Vehicle Charging Station, and any other equipment installed by it, that is located in the Licensed Space. 3.17. CSG and its contractors shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including the California Fair Employment and Housing Act, the American with Disabilities Act, Cal/OSHA requirements, and all laws and regulations prohibiting discrimination because of age, ancestry, color, creed, denial of family and medical care leave, disability, marital status, medical condition, national origin, race, religion, sex, or sexual orientation. CSG shall comply with the prevailing wage provisions of the Labor Code, and the Political Reform Act provisions of the Government Code. 7 X 3.18. CSG represents and maintains that it is skilled in the professional calling necessary to perform the services required by this Agreement. CSG's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. CSG warrants that all employees and contractors shall have sufficient skill and experience to perform the work assigned to them. CSG represents that it, its employees, and contractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the services required by this Agreement, including a City of Palm Springs business license, and that such licenses and approvals shall be maintained throughout the term of this Agreement. 4. INTELLECTUAL PROPERTY; PUBLICITY 4.1. Intellectual Property. As used in this Agreement, "Intellectual Pronertv" means all copyrights, patents, trademarks and service marks, names, logos, designs, domain names, generic Top -Level Domain names, all registrations for copyrights, patents, trademarks and service marks/names, domain names, generic Top - Level Domain names, trade secrets, know-how, and all unique concepts, information, data and knowledge that is eligible for legal protection under applicable laws as intellectual property, whether protected through confidentiality, registration or pending registration, regardless of form, whether disclosed in writing, electronically, orally or through visual means, whether learned or obtained orally, through observation, through the discharge of responsibilities under this Agreement, or through analysis of that information, data or knowledge. 4.1.1. Host Intellectual Property. The parties agree that, as between them, Host has and retains ownership of all of Host's Intellectual Property, and CSG has no right, and shall not obtain any right, in any Host Intellectual Property. 4.1.2. CSG Intellectual Property. The parties agree that, as between them, CSG has and retains ownership of all of CSG's Intellectual Property, and Host has no right, and shall not obtain any right, in any CSG Intellectual Property. 4.2. Ownership of Drawings and Other Documents. All documents prepared by or under the direction of CSG pursuant to this Agreement, including, without limitation, drawings, surveys, technical drawings, specifications, and other documents, including those in electronic format, are solely and exclusively CSG Intellectual Property, and CSG retains all common law, statutory and other reserved rights, including the copyright. 4.3. Publicity. 4.3.1. CSG and Host may make general press releases and statements, hold press conferences, both through traditional and electronic media, including websites created by CSG or other third parties, regarding the execution of this Agreement and the status of the activities contemplated herein, provided each has the ability to review and approve in advance the other's public statements and any use of the other's Intellectual Property in connection therewith. 4.3.2. Notwithstanding anything to the contrary within this Agreement, CSG may advise mapping services, the manufacturers of vehicle navigation systems, map data providers, and other third -parties of the existence, location, and other details of the Electric Vehicle Charging Stations at the Licensed Space so that such services and manufacturers may include such information in connection with their mapping and listing services and navigation systems; and CSG may disclose to the public information about the location of the Electric Vehicle Charging Stations and the progress of its construction as required by governmental authorities. In addition, the parties may provide copies of this Agreement or portions hereof to utility providers, governmental authorities, and/or third parties referenced in Section 5.2.1 as reasonably necessary or desirable to facilitate or effectuate the intents and purposes of this Agreement. 5. REPRESENTATIONS AND WARRANTIES; COVENANTS 5.1. Representations and Warranties. Each of Host and CSG hereby represents and warrants to the other as of the Effective Date that: (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, rule, regulation, order, judgment, or other legal or regulatory determination applicable to it; (c) there is no pending or, to its knowledge, threatened litigation or administrative proceeding that may materially 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 or incorporation and, if relevant under such laws, in good standing; (e) this Agreement constitutes a legal, valid and binding obligation of such party, except as the enforceability of this Agreement may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity; and (f) at all times during the Term, it will comply with all federal, state, and local laws, rules, regulations (including, without limitation, all zoning ordinances and building codes) in performing its obligations under this Agreement. 5.2. Rights to Host Property. Permitted Uses on Host Property. 5.2.1. Host further represents, warrants and covenants that it has obtained or it shall obtain any and all consents, permits or approvals required in order for Host to grant the License and other rights and perform its obligations under this Agreement, and for CSG to take the actions with respect to the Licensed Space contemplated in this Agreement, from any third parties: (i) with an interest in the Host Property (including, without limitation, any owner, lender, lessee, ground lessor, or any party to any reciprocal easement agreement); (ii) whose consent is otherwise required under conditions, covenants and restrictions documents, declarations or similar agreements affecting the Host Property: or who exercise governmental or regulatory jurisdiction over the Host Property, including local and state governments. When obtaining consent, permit or permissions is required, Host and CSG shall use cooperative commercially reasonable efforts to contact and educate the applicable third parties of the terms, conditions, and benefits of the activities proposed to be taken pursuant to this Agreement. As part of that effort, the parties will, on request, include applicable necessary third parties as additional named insureds on the insurance policies required by ARTICLE 6, offer appropriate indemnities on terms similar to those stated in ARTICLE 7, satisfy reasonable third party requests and concerns regarding the Electric Vehicle Charging Stations and related items, and take other commercially reasonable steps required to obtain any required consent, permits or permissions of those third parties that is consistent with this Agreement. 5.2.2. Host further represents and warrants that there are no liens, judgments, encumbrances or other impediments of title on the Host Property that would adversely affect the use or occupancy of the Licensed Space by CSG pursuant to this Agreement, and during the Term of this Agreement covenants to maintain the Host Property free of any such liens, judgments, encumbrances or other impediments. 6. INSURANCE; CASUALTY AND CONDEMNATION 6.1. CSG Insurance. 6.1.1. CSG shall not commence work for the Host until it has provided evidence satisfactory to the Host it has secured all insurance required under Exhibit `B" (Insurance Requirements), attached hereto and incorporated herein by this reference. In addition, CSG shall not allow any contractor to commence work on any contract until it has secured all insurance required therein. 6.2. Casualty and Condemnation. 6.2.1. Damage. If any portion of the Licensed Space is damaged by fire or other casualty; or any portion of the Host Property is damaged by fire or other casualty caused by the negligent act or omission of CSG, CSG will have thirty (30) days from date of such fire or casualty to elect to repair the property with notice of such intent delivered in writing to Host. If no written notice is received by Host within that thirty -day period, then either party may, within forty-five (45) days of the date of such fire or other casualty elect to terminate the License on written notice to the other party. If CSG elects to repair such property, it shall restore, rebuild, or replace those portions of the Electric Vehicle Charging Station in the Licensed Space and any other property damaged as a result of such fire or other casualty to its prior or better condition as necessary, and all property insurance proceeds of Host applicable to the Licensed Space shall be made available to CSG in connection with such repair and restoration. If CSG elects to terminate the License, it shall remove all of CSG's property from the Licensed Space in accordance with Section 2.2.2 of this Agreement. Any repair and restoration required by CSG under this Section 6.2.1 shall commence within sixty (60) days of the date CSG elects to repair and restore the Licensed Space and shall be completed no later than 180 days thereafter. 9 6.2.2. Condemnation/Taking. If any portion of the Licensed Space or Host Property is condemned or taken in any manner for a public or quasipublic use that could adversely affect the use of the Electric Vehicle Charging Station, then CSG 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. If CSG does not elect to terminate, the parties will use commercially reasonable efforts to find an alternate location for the Electric Vehicle Charging Stations elsewhere on Host Property. The costs of the relocation of the Electric Vehicle Charging Stations shall be paid by CSG. CSG may file a separate claim to the condemning authority for any relocation award made as a result of such condemnation; provided, however, in no event shall such claim reduce the Host's award related to the condemnation or taking. 6.2.3. Suspension of Term. During any time that the Electric Vehicle Electric Vehicle Charging Station or any portion of the Licensed Space is under repair or being relocated pursuant to this Section 6.2, the Term shall be temporarily suspended on a day -for -day basis and the total monthly License Fee owed under section 1.3 shall be reduced by the pro rata value of the monthly License fee attributable to each day that Access is limited or prevented, for so long as such interruption may last, except as provided by section 8.9 herein. 7. INDEMNITY; LIMITATION OF LIABILITY 7.1. CSG. To the fullest extent permitted by law, CSG shall indemnify, defend and hold harmless Host, its elected and appointed officials, employees, and agents (individually, "Host PgM' and, collectively, the "Host Parties") from and against all claims, demands, causes of action, liabilities, costs, damages, losses, penalties, fines, judgments or expenses, including reasonable attorneys' fees and costs of collection (collectively, "Losses"), including but not limited to Losses arising from injuries to or death of persons (CSG's employees included), for damage to property, including property owned by Host, for any violation of any federal, state, or local law or ordinance or any manner arising out of, pertaining to, or resulting from (i) any breach by CSG of its obligations, representations or warranties under this Agreement, or (ii) any acts, errors or omissions, or willful misconduct of CSG, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the this Agreement except to the extent caused by the sole or active negligence or willful misconduct of any Host Party. The obligations of CSG under this Section shall survive the expiration, cancellation, or termination of this Agreement and Term. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CSG's indemnification obligation or other liability under this Agreement. 7.2. No officer or employee of Host shall be personally liable to the CSG, or any successor -in -interest, in the event of any default or breach by Host or for any amount which may become due to the CSG or its successor, or for breach of any obligation of the terms of this Agreement. 7.3. Limitation of Liability. In no event shall either party be liable (in contract or in tort, including negligence and strict liability) to such other party or its Related Parties for any special, indirect or consequential damages relating to the Agreement. The entire liability of each party for any and all claims of any kind arising from or relating to the Agreement will be subject in all cases to an affirmative obligation on the part of the other party to mitigate its damages. 8. MISCELLANEOUS 8.1. Brokers. CSG hereby represents to Host that CSG has dealt with no broker in connection with this Agreement. CSG agrees to indemnify and hold Host, its members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such agents harmless from all claims of any brokers claiming to have CSG in connection with this Agreement. 8.2. Independent Agreements. The parties acknowledge and agree that the rights and obligations under the Agreement are separate and independent from, and shall not be conditioned on or affected by the performance or non-performance of the terms of, any other agreement between CSG and Host. 8.3. Survival of Covenants. The covenants, representations and agreements of Sections 2.2.3, 2.2.4, 3.5, 3.6, 3.96, 3.10, 4.1, 4.2, 4.3.2, 5.1, 6.4, 7, and 8 shall survive the expiration, termination or cancellation of this Agreement, regardless of reason. 8.4. Notice. 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 10 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 follows: If to CSG: CSG EV LLC 600 B Street Suite 300 San Diego, CA 92101 Attn: Kory Trapp, V.P. Project Development If to Host: City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: City Manager/City Clerk Each party may change its address for notice by giving notice thereof to the other party. 8.5. Assignment. This Agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, assigns, and personal representatives. Neither party may assign its rights and obligations in and under this License without first obtaining prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may assign its rights and obligations in and under the Agreement to an affiliate, subsidiary or successor by merger or acquisition, or successor to all or substantially all or a portion of the assets of such party at any time and without consent. For the avoidance of doubt, and notwithstanding anything to the contrary within this Agreement, any assignee or transferee of all or a portion of Host's interests in the Host Property shall not require the consent of CSG, and any assignee or transferee shall be bound by the terms of this Agreement. 8.6. Independent Entities. The parties shall act as and remain independent entities in the performance of this Agreement. Nothing in the 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. 8.7. Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of California without giving effect to conflict of law rules. The parties further agree that all actions brought under this Agreement shall be brought in the courts located in Riverside County, regardless of location of the Host Property. 8.8. Further Assurances. Each party agrees to execute (and acknowledge, if requested) 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. 8.9. Force Majeure. Change in Law. Neither party is responsible for any delay or failure in performance of any part of the Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, act or omission of carriers, suppliers or other similar causes beyond the parry's control. 8.10. Attorneys' Fees. If either party institutes a suit against the other for violation of or to enforce any covenant, term or condition of this Agreement, the prevailing party shall be entitled to reimbursement of all of its costs and expenses, including, without limitation, reasonable attorneys' fees. 8.11. No Waiver. The failure of a party to insist on strict performance of any provision of the Agreement does not constitute a waiver of, or estoppel against asserting, the right to require performance in the future. A waiver or estoppel given in any one instance does not constitute a waiver or estoppel with respect to a later obligation or breach. 8.12. No Third Party Beneficiaries. This Agreement does not confer any rights or remedies on any person other than the parties and their respective successors and permitted assigns. 8.13. 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 11 remedies are given in addition to any other rights a party may have under applicable law, in equity or otherwise. 8.14.Integration; Amendments. It is agreed and understood that 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. 8.15. Severability. If any term of this Agreement is held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over this subject matter, that contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as reformed to the extent necessary to render valid the particular provision or provisions held to be invalid, consistent with the original intent of that provision and the rights and obligations of the parties shall be construed and enforced accordingly, and this Agreement shall remain in full force and effect as reformed. 8.16. Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect as if all the parties had signed the same document; all counterparts shall be construed together and shall constitute one and the same instrument. The delivery of an executed counterpart to this Agreement by electronic means (including via email) shall be as effective as the delivery of a manually executed counterpart. 8.17. Construction. The headings in this Agreement are inserted for convenience and identification only. When the context requires, the number of all words shall include the singular and the plural. In this Agreement, words importing any gender include the other genders and the words including, includes and include shall be deemed to be followed by the words without limitation. 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 8.18. Agreement. The Agreement expresses the mutual intent of the parties to this Agreement and the rule of construction against the drafting party has no application to this Agreement. 8.19. Conflict of Interest. CSG acknowledges that no officer or employee of the Host has or shall have any direct or indirect financial interest in this Agreement nor shall CSG enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. CSG warrants that CSG has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 8.20. Covenant Against Discrimination. In connection with its performance under this Agreement, CSG shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). CSG shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to Host's lawful capacity to enter this Agreement, and in executing this Agreement, CSG certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any CSG activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that CSG is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. Signature Page Follows: 12 SIGNATURE PAGE TO ELECTRIC VEHICLE CHARGING STATION AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND CARBON SOLUTIONS GROUP LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: O (V IDd APPROVED AS TO FORM: By: ✓ JeffrS. al ing City Attorney APPROVED BY CITY COUNCIL: Date: a�/ Agreement No. i# 268�4 "CITY" City of Palm Springs By. ,q Ready, Pi&CKPSt ►r C.l �r� City Manager F110 1 *31 I: APPROVED By C17Y COUNIC!L Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. CSG EV, LLC, a Delaware limited liability company Ccj C7 ey L�b L Check one: _ Individual X Partnership_ Corporation (eon Address 5CA C>teyv C-A 117,101 By By Signature (Kota zed) Signatur ized) 13 0 14 EXHIBIT A DESCRIPTION OF HOST'S PROPERTY Description of Host Property: Address: Licensed Space: See drawing attached as Schedule I. Number and Type of Electric Vehicle Charging Stations to be located on Licensed Space 15 16 LOCATION OF PROPOSED CHARGING STATIONS - PHASE 1 E Vli COlnsa Palm Springs EAIa7,oRd a EA1cl.Rd EAicloRd to =W E aelding Dr ; e a palm Springs International Z v cen�ww 17 E park Dr c ` _ Airport z u E Desert palms Dr 2 Y Y sz cm,m.nus Dr G oa��l Z EAmado Rd $ Z ECIvi�Or 3 v E plslmor Ave © E Andreas Rd g z E Llvmor Ave n p _ m Z a o E Andreae Rd E Tahqultz Canyon Way E Tahquitz Canyon Way E Tahqultz Canyon Way H D _ pa,,eo Rol% n EAronas Rd H �4 o, in ♦� V OW C ECallc Ulatf E Pasao G/at y � c In '^ © a N E9arlsto Rd so A7kp r oaglas W. N adr/s ro Flood Cansrof Ch.-I twvyrero E u dun 1. City Hall — to include two DC Fast Chargers (2 ports) and two dual port Level II Charging Stations (4 ports). (Replaces two Level II Charging Stations.) 2. Downtown "Museum" Parking Garage — to include four DC Fast Chargers (4 ports) and three dual port Level II Charging Stations (6 ports) and one single port Level II Charging Station (1 port). (No existing City stations.) 3. Downtown "Baristo" Parking Garage — to include four DC Fast Chargers (4 ports) and two dual port Level II Charging Stations (4 ports). (Replaces four Level 2 Charging Stations.) 4. Vineyard Parking Lot (Downtown on 236 S Belardo) — to include two dual port Level II Charging Stations (4 ports). (Replaces two Level II Charging Stations.) 5. Convention Center Lot — to include two dual port Level II Charging Stations (4 ports). (Replaces four Level 2 Charging Stations.). Should CSG find that there is existing capacity for more chargers, the scope may increase with City approval. 17 Level III DCFC Solution: CPE250 The CPE250 is ChargePoint's premier DCFC Solution. Key features of the product are as follows: Speed: 62.5kW stations charge at a maximum rate of 250 RPH (miles of Range Per Hour). The CPE250 DC Express Charger is powered by two power modules, each with an output of 31.25kW DC. When two CPE250 stations are paired, the maximum output is 125kW DC. Driver friendly: Large format 20" LED display signals station status from a distance, 10" LCD touchscreen for driver interaction and display of car charging status, instructional videos and more. Integrated cameras enhance security, area lighting improves safety at night. Swing arms make it easy to reach vehicle charging ports in any location and keep them off the ground. Connectors: Universal compatibility ensures any EV with fast charging capabilities can be accommodated with open standard connectors: CHAdeMO, CCS1 (SAE J1772TM Combo) Form Factor: Exceptional charging capacity in a slim package provides considerable j installation flexibility and is visually pleasing. ! Serviceability: Modular components are field installable without any specialized tools or expertise (each unit has 2 power modules for easy serviceability and fault tolerance — see picture to left). Low Maintenance Costs: Minimal moving parts and liquid cooling technology increase reliability and minimize ongoing field service for maintenance. High Availability: ChargePoint support monitors stations and power modules remotely 24x7. Intelligent diagnostics and machine learning techniques predictively prevent failures and ensure stations are always available for drivers. Please visit a virtual 360 ° Tour highlighting our stations usability, serviceability and scale: Link Level II Solution: CT4000Family The CT4000 family of easy -to -use ADA compliant Level 2 charging stations integrate design and functionality with superior reliability and durability. All CT4000 models offer one or two standard SAE J1772TM Level 2 charging ports, each supplying up to 7.2kW (208/240VAC @ 30A). Bollard and wall mount configurations are available for easy installation anywhere. C1eanCordTM Technology: Every CT4000 comes standard with cord management, with 18' and 23' cable length options available. The need for drivers to coil up the cord is eliminated with the self -retracting cord management system, ensuring that the cord is always off the ground when not in use. The cord management utilizes a counterweight system to ensure that the pull on the cord is not excessive and maintenance is minimal. CT4000 Specifications • UL listed for USA and UL certified for Canada; Complies with UL 2594, UL 2231-1, UL 2231-2, and NEC Article 625 • Rated for outdoor usage, NEMA 3R • Full -30C to +50C (-22F to 122F) operation including cord management • AC Input (208V to 240VAC) @ 30 Amps • LED status indicators and 5.7" LCD display providing driver instructions and station status • Downloadable full motion videos • Replaceable signage on cord management pole 18 • Bollard style pedestal mount and wall mount options available, ADA compliant • Modular assembly for fast installation and service • Next generation charging cord that remains flexible even at low temperature • RFID supports virtually all formats, including ChargePoint cards, contactless credit cards, and NFC (including Apple Pay, Google Pay) • Locking Holsters — deters vandalism, improves safety • Advanced CCID, fault retry, and overcurrent detect features avoid truck rolls from vehicle induced faults • Fully software upgradable over -the -air • Each port individually metered 19 EXHIBIT "B" INSURANCE PROVISIONS 1. Procurement and Maintenance of Insurance. CSG shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from CSG's performance under this Agreement. CSG shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the Host, and submit concurrently with its execution of this Agreement. CSG shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to Host of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the Host, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by Host prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of CSG's obligation to indemnify Host, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scone of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate. 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If CSG has no employees, CSG shall complete the Host's Request for Waiver of Workers' Compensation Insurance Requirement form. 5. Full replacement cost Property Insurance (written on a "special perils" basis) for the Electric Vehicle Charging Stations and all improvements (including without limitation the Licensed Space and all electrical infrastructure for the Electric Vehicle Charging Station) and all other personal property, machinery, equipment and trade fixtures owned by CSG 3. Primary Insurance. For any claims related to this Agreement, CSG's insurance coverage shall be primary with respect to the Host and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by Host and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of CSG's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against Host, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if CSG provides claims made professional liability insurance, CSG shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of CSG's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of CSG's services under this Agreement. CSG shall also be required to provide evidence to Host of the purchase of the required tail insurance or continuation of the professional liability policy. 20 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the Host. 6. Verification of Coverage. CSG shall furnish Host with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the Host before work commences. Host reserves the right to require CSG's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured..." ("as respects City of Palm Springs Contract No._" or 'for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No._" or ' for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of Host, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the Host before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the CSG's obligation to provide them. 7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Host prior to commencing any work or services under this Agreement. At the option of the Host, either (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the Host, its elected officials, officers, employees, agents, and volunteers; or (2) CSG shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. CSG guarantees payment of all deductibles and self -insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 21 EXHIBIT "C" PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS That WHEREAS, the City of Palm Springs (hereinafter designated as the "City"), taken or a resolution passed , 20 has awarded to hereinafter designated as the "Principal," a contract for the work described as follows: by action (the "Project"); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated ("Contract Documents"), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and as Surety, are held and firmly bound unto the City in the penal sum of Dollars ($ ) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by City in such suit, including reasonable attorneys' fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, 22 addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code. IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of , 20_ (Corporate Seal) Contractor/ Principal (Corporate Seal) By Title Surety By Attorney -in -Fact Title Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power -of -Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto. NOTE: A copy of the Power -of -Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto. 23 Notary Acknowledgment 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 CA IFORNIA COUNTY OF On i' 202 1 , before me, g� r Notary Public, person Ily appeared i;r ��,U yy zD„ f L.(,A 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. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. CNR{STUN JEMR� COMM422MMp Signa o mmy 1-0 MAV31 2 WITNESS my hand and official seal. OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer Title(s) ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) ri DESCRIPTION OF ATTACHED DOCUMENT or TVr)e bf Document Number of Pages Date of Document Signer(s) Other Than Named Above 24 Cow Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Lead Department: Contract Administrator: CONTRACT ABSTRACT Carbon Solutions Group Kory Trapp Install and operate EV charging stations $110,000.00 Sustainability (138) and Air Quality Management (149) 10 years Office of Sustainability Patrick Tallarico Council/City Manager Approval Date: February 11, 2021 Minute Order/Resolution Number: New Business Item 5C Agreement Number: Contract Compliance Exhibits: See Attached Signatures: Received from CSG Insurance: See Attached Bonds: Expected before construction Attached is a Licensing Agreement with Carbon Solutions Group to install EV charging stations at 5 locations as part of a 10-year agreement to operate and maintain the units in exchange for paying a leasing fee to the City for the charging spaces. They are still working on the bonds, but it would be good to have the document reviewed and ready to sign when Bonds are received so as not to delay installations. Contract prepared by: Patrick Tallarico Submitted on: May 26, 2021 By: Patrick Tallarico