HomeMy WebLinkAbout5C OCRCITY COUNCIL STAFF REPORT
DATE: February 11, 2021 NEW BUSINESS
SUBJECT: AUTHORIZE AN AGREEMENT WITH CARBON SOLUTIONS GROUP TO
UPGRADE AND EXPAND THE CITY'S EV CHARGING
INFRASTRUCURE AND AUTHORIZE THE OFFICE OF SUSTAINABIL TIY
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.
FROM: David H. Ready, City Manager
BY: Development Services Department, Office of Sustainability
SUMMARY
Authorization of this agreement will facilitate the installation of up to 10 Level Ill DC Fast
Chargers and 23 Level II charging stations (11 new and 12 replacements) to the City's
downtown corridor and City Hall. The City would not incur any costs for the Level Ill
stations but will incur a cost of $4,500 for each Level II charging station. The City would
receive leasing revenues from Carbon Solutions Group in the amount of $100 per month
for each Level Ill and $25 per month for each Level II for a total of about $18,900 per
year. Funds to cover any City-related costs are available through the Sustainability
Account (138) and the Air Quality Management Account (149). ·
RECOMMENDATION
1. Authorize Electric Vehicle Charging Station License Agreement (Agreement No.
__ _,) 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.
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.
~; ,,
2City Council Staff Report February 11, 2021 -Page 2 Authorization of Purchase Order and Agreement for New EV Charging Network BACKGROUND The City installed its first electric vehicle charging stations in 2010. The City currently has a network of 36 chargers at various locations across the City. All of the City's chargers are Level II chargers, which charge at a faster rate than normal household outlets but not as fast as new Level Ill chargers, also called DC Fast Chargers. The City's existing charging stations are not individually metered or networked, and they are available free to users. As a result, the City has no data on utilization and pays for all operations and maintenance costs, including the cost of electricity when vehicles are charging. The City's network is ripe for expansion and improvement given the growth in electric vehicle and plug-in hybrid vehicle sales, the new Executive Order from Governor Newsom that will mandate all-electric vehicles by 2035, and potential new State incentives that will further increase sales. While expansion would be an asset to residents and visitors, costs of infrastructure, operations and maintenance, and electricity could rise significantly. The City had decided to expand its network in 2018 and to move to a fee-based system to address maintenance needs and energy costs. The Office of Sustainability and Engineering Division had planned to move forward with the installation of a new charging network in early 2020. To inform this effort, City staff began working with members of the Sustainability Commission to discuss charging locations and the move to a fee-based system in 2019. The Commission voted to move forward with the initial expansion plan at its January 21, 2020, meeting. The financial disruption and budget shortfalls brought on by the COVID-19 response prevented an early 2020 project launch and curtailed funding available to support the City's original plan to move forward with a direct investment in this new infrastructure. As a result of this new financial reality, the City abandoned this initial plan and issued a request for proposal (RFP) on July 6, 2020, to find a service provider that could deliver a low or no-cost charging solution to expand the City's charging network. The City was neutral about whether the units would be owned and operated by the City or installed, owned, and operated by an outside firm. The City also did not dictate locations, although it provided a list of locations that had been identified by City staff earlier in the year as a common reference point for solicitation responses. The City also invited ideas for phasing or other suggestions for implementation to accommodate a wide range of respondents and business models. The City expressed an interest in ensuring low user fees as well. STAFF ANALYSIS The City received 11 responses to the RFP for CP 19-11. Below is a brief summary of the responses received: • Two of the responses were not responsive to the solicitation
3City Council Staff Report February 11, 2021 -Page 3 Authorization of Purchase Order and Agreement for New EV Charging Network • Three exceeded the page limit and/or did not provide compliant forms and could not be fully evaluated. • Two proposals presented a model where the costs were not discernable, but one appeared to be over $1 M. • One respondent proposed a "financed" model where the City would pay almost $1 M with a 23-year payback period. • One respondent similarly proposed that the City pay a sliding scale of costs for installation in exchange for more or less revenue during operation, but also proposed a cost of $3,000 per year per station for networking fees. • One respondent's costs were low but hinged largely on pursuit of potential grant funding that may or may not exist. The only firm that met the clear request for a low or no-cost solution was Carbon Solutions Group. Carbon Solutions Group teamed with ChargePoint -one of the nation's largest charging station manufacturers and network providers. The City entered into negotiations with the Carbon Solutions Group in September of 2020 to refine the project scope and work with Southern California Edison to explore charging locations in more depth so that C~rbon Solutions Group could submit a "best and final" proposal based on more complete information. The Carbon Solutions Group final proposal is included as Attachment A. The License Agreement, which has been developed with input from the City Attorney, is included as Attachment B. Below are some of the key features of their response. Carbon Solutions Group will: • Pay directly or reimburse the City for any costs for installation and equipment that are not covered by grants for Level Ill chargers. • Pay all installation costs associated with new or replacement Level II chargers, and charge the City a flat rate of $4,500 for each Level II charging unit. Assume operations and maintenance of these units once installed. This includes paying for the electricity used at each station through new, separate meters as noted in Section 3.15.1 of the License Agreement. (Some of the cost of these units will be covered by grant funding that the City has already secured). • Pay the City a monthly leasing fee for each charging station port. The lease rates are $100 for Level Ill charging ports and $25 for Level II charging ports with a consumer price index adjustment annually. • Focus on downtown locations and City Hall as an initial phase of work. Locations include the Museum Garage, parking lot behind The Vineyard, Baristo Downtown Parking Garage, the Convention Center, and City Hall. • Charge users a low user fee. The initial cost is expected to be about $.29/kWh, at or below most fees charged by most nearby locations. Although rates may increase based on energy costs and utilization, CSG has agreed not to exceed $. 75/kWh. At the $.29/kWh rate, a car that charges for 1 hour at a Level II station will use about 5 kWh for a total cost of $1.45. Someone charging at a Level Ill for one hour will use about 35 kWh for a total cost of $10.15 for a complete charge.
4City Council Staff Report February 11, 2021 -Page 4 Authorization of Purchase Order and Agreement for New EV Charging Network Carbon Solutions is able to offer low user fees and reimburse infrastructure costs because they make money from the utilization of charging stations once installed through Low Carbon Fuel Standard (LCFS) Credits. The City would sign over these credits to Carbon Solutions in exchange for their infrastructure investment and ongoing operation and maintenance of the charging stations. The LCFS program is a State program designed to reduce greenhouse gas emissions in the transportation sector by promoting the use of alternative fuels with lower carbon intensity than traditional fossil fuels. Carbon credits generated by use of alternative fueled vehicles can be sold through a regional market. The amount of the credit is determined by the carbon intensity of the alternative fuel. For example, use of solar-powered electric vehicles would obtain more credit than the use of bio-gas fueled vehicles. Phased Approach The City has worked with Carbon Solutions Group to lay out a phased approach to implementation. This allows the City and Carbon Solutions Group an opportunity to test the relationship and the process before expanding to other locations across the City. The first phase will include the following locations and infrastructure: • 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.) • 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.) • 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 II Charging Stations.) • Vineyard Parking Lot (Downtown at 236 S Belardo) -to include two dual port Level II Charging Stations (4 ports). (Replaces two Level II Charging Stations.) • 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. To complete the downtown, Carbon Solutions Group will work with the City to take advantage of additional grant funding and the Charge Ready program from SCE to install units at the "Church" parking lot at Belardo Road and Alejo as part of Phase 2. Specifically, this next phase of work would include three DC Fast Chargers and two dual port Level II Charging Stations. Future phases of work would include new installations at Demuth Park and Ruth Hardy Park as well as expanding existing locations such as the Maintenance Yard, Library, James 0. Jesse Unity Center, and the Rabobank Building across from City Hall. The City will continue to monitor grant and other opportunities to help expedite this work.
5Gity Council Staff Report February 11, 2021 -Page 5 Authorization of Purchase Order and Agreement for New EV Charging Network Term of Agreement Carbon Solutions Group has proposed 10-year agreement with an option for two additional 5-year extensions. At the end of the agreement, Carbon Solutions Group would either remove the charging stations or sell them to the City. Costs for these units would be determined at the point of termination and would depend on when they were installed. Infrastructure such as wiring and transformers would remain in place. Timing If Council approves the agreement, the City will work with Carbon Solutions Group to begin work as quickly as possible. City Staff will work with them and with Southern California Edison to secure necessary permits and finalize the engineering details for each location. Below is a general timeline for next steps: • Finish and Engineering Design: 2-4 weeks. • Complete Utility Design (sites where needed): 1-4 months • Permitting: 1-4 months (in parallel with Utility Design). • Construction: 2 weeks for Level II sites. 1-2 months for DC Fast Chargers. User Fees The length of time it takes to charge a vehicle depend on the car model and specifications of the charging station. On average, a Level II charger will deliver 5 kWh of electricity in one hour and a Level Ill station will deliver 35 kWh of electricity in an hour. The Carbon Solutions Group user fees will vary depending on electricity rates and utilization. They will use an initial rate of $.29/kWh for both Level 11 and Level 11 charging stations to maximize utilization. They have agreed to cap fees at $.75/kWh. The table below provides an example of how these initial user fees may compare to other charging stations in the area. Location Rate/Fees Level II Level Ill City of Palm Springs $.29/kWh L II $1.45 $10.15 $.29/kWh L Ill Electrify America $.49/kWh L Ill NA $17.15 (558 S Palm Canyon) Riverside County $.34/kWh L II $1.70 $12.25 $.35/kWh L Ill Tower Market Palm $.30/kWh L II $1.50 $14 Desert $.40/kWh L Ill City of Beaumont $.35/kWh L II $1.75 NA EV Go Various Locations $1.50/hour L II $1.50 $16.20* $.27 /min L 111 *EVGo has a 45-minute time limit for Level Ill charging, so the total fee would be less than the full hour charge included in the table above.
6City Council Staff Report February 11, 2021 -Page 6 Authorization of Purchase Order and Agreement for New EV Charging Network Level II chargers installed by the City of Cathedral City, Rancho Mirage, and Palm Desert are free to the public. Palm Desert does have an EVGo station at Palm Desert's Civic Park available for a fee as indicated above. FISCAL ANALYSIS: Carbon Solutions has proposed a unique model that will result in minimal costs to the City for an extensive and updated EV infrastructure at four downtown locations and City Hall. Direct Costs for Installation of Level II Charging Stations There are 23 Level II Charging ports included in the current phase of work. Carbon Solutions Group proposes to charge the City $4,500 per port, for a total initial cost to the City of $103,500. Based on our current grant funding available, City staff is confident that the City will be reimbursed for the 11 new stations at a rate of $3,333 per port, which means the City would receive approximately $36,663 as a rebate. The City would have no operating expenses for these units after installation and would not pay for electricity used -see the impact of this in Avoided Costs. City staff is requesting approval to issue a Purchase Order to Carbon Solutions Group in an amount not to exceed $110,000 using funds from the Sustainability account and/or the Air Quality Management account. Direct Costs for Installation of Level Ill Charging Stations There are 10 Level Ill DC Fast Chargers included in the current phase of work. Carbon Solutions Group is proposing to pay for all expenses associated with the installation of these chargers and the related infrastructure. The City has secured three grants from the State to defray the costs for Level Ill Chargers -$70,000 for the Museum garage, $70,000 for the Baristo Downtown Parking Garage, and $21,130 for City Hall (left over from an earlier grant). These grant funds would be provided to Carbon Solutions Group directly or indirectly, depending on the terms of the grant. The City plans to work with the State to determine if the grants can be transferred to Carbon Solutions Group to streamline the funding process. If, for some reason, these grants expired or not received, the project would continue to move forward and all costs would be incurred by Carbon Solutions Group. To give some sense of cost, DC Fast Chargers cost about $60,000 for just the equipment, so the grant funding being provided barely covers the cost of one unit for the Downtown and Museum Garages and is only a third of the cost of one of the units that will be installed at City Hall. Avoided Costs In addition to the infrastructure and equipment costs (estimated at approximately $1.5M), the City also will avoid the maintenance and networking fees associated with the units. Specifically, ChargePoint charges $750 per unit (single or dual port) per year and $350 per year per port in networking fees. For the units included in the current scope, this would amount to $16,500 (22 units x $750) for maintenance and $11,550 (33 ports x $350) for
7City Council Staff Report February 11, 2021 -Page 7 Authorization of Purchase Order and Agreement for New EV Charging Network a total of $28,050 per year in avoided costs. In addition, because the City would not pay any electrical costs, those costs would also be avoided. Lease Payments/Revenue to the City Carbon Solution Groups is proposing to pay the City $100 per Level Ill charging port and $25 per Level II charging port per month, with a consumer price index adjustment each year. This is in line with lease rates Carbon Solutions Group pays to other public and private-sector hosts. Based on the proposed scope, these fees equate to $18,900 revenue to the City for the first year of operation. Early Termination Fee As part of the agreement, Carbon Solutions Group has incorporated an early termination fee (not for cause). If the City terminates the agreement early without cause, the City may be subject to a fee of 150% of total project costs. This fee would be reduced each year of the agreement. These costs could be significant given the significant infrastructure investment that Carbon Solutions Group is making; however, the City would retain the equipment upon termination. BUSINESS PRINCIPAL DISCLOSURE: According to the Public Integrity Disclosure form that was submitted by Carbon Solutions Group included in Attachment C, Kory Trapp and Rory Gopaul are listed as officers and Rory Gopaul and New Frontier holdings are listed as owners/investors. ENVIRONMENTAL IMPACT: Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act ("CEQA"). The Guidelines are required to include a list of classes of projects which have been determined not to have a significant effect on the environment and which are exempt from the provisions of CEQA. In response to that mandate, the Secretary for Resources identified classes of projects that do not have a significant effect on the environment, and are declared to be categorically exempt from the requirement for the preparation of environmental documents. In accordance with Section 15301 "Existing Facilities," Class 1 projects consist of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public structures, facilities, technical equipment or topographical features involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. Therefore, in accordance with Section 15301 (c), staff determined that construction of the proposed improvements is considered categorically exempt from CEQA, and a Notice of Exemption has been drafted and will be filed with the Riverside County Clerk. In addition, Staff have determined that the project will have the environmental benefit of reduced water use.
8City Council Staff Report February 11, 2021 -Page 8 Authorization of Purchase Order and Agreement for New EV Charging Network < Marcus Fuller, Asst. City Manager Attachments: A. Carbon Solutions Group Response to Request for Proposal B. Electric Vehicle Charging Station License Agreement C. Carbon Solutions Group Disclosures
9ATTACHMENT A: Carbon Solutions Group Response to Request for Proposal
10carbon•• SOLUTIONS GROUP™ City of Palm Springs Evaluation Team, Carbon Solutions has evaluated the RFP and would like to provide the following proposal which will eliminate all operational cost and provide a superior user experience for the City's EV drivers. Specifically, Carbon Solutions is proposing the following terms which would be part of the same license agreement for a IO-year term with a 5 year option to renew, the same contract offered to several other cities in Southern California: • Phase I : Reimburse or pay directly all costs not covered by grants for the installation, procurement, and operation of Electric Vehicle Charging Stations at the following locations: o 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.) o 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.) o 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.) o Vineyard Parking Lot (Downtown on 236 S Belondro) -to include two dual port Level II Charging Stations (4 ports). (Replaces two Level II Charging Stations.) o 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 chagers, the scope may increase with City approval. o Note: CSG will work with the City and SCE to finalize all locations mentioned above. If any site is determined to not be feasible, CSG will work with the City to identify other locations. • Phase 2: Reimburse or pay directly all costs not covered by grants for the installation, procurement, and operation of Electric Vehicle Charging Stations at the following locations: o Church Lot at Bellardo and Alejo -to include three DC Fast Chargers (3 ports) and two dual port Level II Charging Stations (4 ports). (No existing City stations.) In this RFP response, we have outlined the benefits of partnering with Carbon Solutions and using the ChargePoint system. Among the befits of selecting Carbon Solutions are: • Our ability to leverage LCFS credits and tax credits allows us to provide some of the lowest EV driver costs. • Investment in EV Charging infrastructure and operating costs of $1,555,200 for 23 Level II Chargers and 10 DCFC, based on CSGs unique ability to monetize rebates and credits and ChargePoint's ability to drive utilization. • The most cost-effective construction management expertise with dozens of Level II and DCFC stations having been completed to code within SCE territory. While we believe our design & construction costs are the lowest due to our expertise, we welcome the City introducing other bidders to complete the projects more cost effectively. • Experience with MSRC and CA Le VIP (SCIP) and its requirements. • Payment of One Hundred Dollars ($100) per installed Direct Current Electric Vehicle Charging Station and Twenty-Five Dollars ($25) per "Level II" Alternating Current Electric Vehicle Charging Station month. • Any Level 2 Stations bought by CSG will be reimbursed by city for approximately $4,500 per port. Certain new sataions will qualifty for MSRC rebates of $3,400, so the net cost to the city for new charger is about $1, I 00/port. We look forward to selection or continuing discussions that clarify our resolve to be the service provider of EV charging for The City of Palm Springs. Sincerely, Kory Trapp 1
11carbon•• SOLUTIONS GROUP™ Technical Proposal -Proposed Approach Carbon Solutions Group is seeking to become the City's partner in its charging infrastructure. CSG is prepared to: • Replace, supplement, and serve as the operator for charging stations in the City's downtown corridor and at City Hall at no cost to the City. • Take responsibility for all capital costs associated with th~ design, permitting, equipment, and installation of these projects. • Pay operating costs for the term of the agreement to include maintenance of charging units and all utility costs. • Work with the City to explore additional opportunities to upgrade and expand the City's EV Charging network after these initial phases are complete, if desired. Business Model Carbon Solutions Group (CSG) is an environmental commodity trading firm and owner/operator of electric vehicle charging equipment. CSG brings vast experience in trading and monetization of renewable energy and carbon credits, all of which will allow CSG to provide a low-cost service to the patrons of the City. In turn, the City will benefit from increased sales opportunities from unique and valued EV drivers and eliminate all operational costs associated with DC charging units. CSG uses ChargePoint stations and services, and would replace all City-owned Level II stations in the attached Scope of Work with networked and mainte·nance SLA guaranteed stations for the city, highlighting our commitment for utilization. Station utilization is key to our business model, and our metrics indicate utilization is 50-300% higher than any other stations. In fact, CSG has acquired EV ride share vehicles to increase utilization at other sites. The table below suggests a phased approach to finding viability for installation cost justification. While other 3rd party agreements may be utilized to effect higher utilization, the agreement with the city will be directly with CSG. No other agreements are needed to make the proposals to the city mutually beneficial. It is our position as an environmental commodity trading firm with EV charging assets that will make the viability of projects superior with CSG. Phased Schedule • Finalize License Agreement & Scope: Prior to "City Council Award". • Design (sites where needed, not simple "Remove & Add" Level 2): 2-4 weeks. • Utility Design (sites where needed): 1-4 months, and Permitting: 1-4 months (in parallel). • Construction: 2 weeks for Level 2 sites. 1-2 months for DCFC. Key Personnel -Roles & Responsibilities • Kory Trapp -Project Lead & VP EV Infrastructure Project Development Kory Trapp joined Carbon Solutions Group (CSG) in 2007 as Director of Latin America, based in Lima, Peru. He is the main consultant for Greenhouse Gases Transportation Project valued at USO $300 million. Kory's achievements include his success in developing the vegetable oil collection business in Lima; it has also played an integral role in the development of three castor and pilots in Latin America. Through his work with the municipal and state government on the projects, CSG projects have divert 55,000 tons per year of green waste from parks and gardens and pre-consumption food from the landfill. 2
12carbon•• SOLUTIONS GROUP™ After moving back home to San Diego in 2017 with his family, he assumed the role of Vice President of EV infrastructure project development. Kory has put together a team of multi-disciplined engineers, policy analysts and environmental commodity traders to offer a turnkey solution to its client's design, construct and operate cost effective Electric Vehicle Charging projects in California, Washington and Colorado with a focus on Direct Current Fast Charging infrastructure. Under his leadership, Carbon Solutions Group have successfully developed DC Fast Charging infrastructure at several dozen sites and have begun design and construction with over a hundred chargers on CA city and County owned properties. Kory has an MBA from the University of Lima and the Autonomous University of Barcelona. • Rory Gopal -Executive Sponsor & Commodities Trader As the Director of Carbon Solutions Group's Biocommodities Desk, Rory will be trading the LCFS credits and providing CSG executive oversight for the City of Palm Springs project. Brendan O'Donnell -Manufacture Rep & ChargePoint Sales Director Brendan O'Donnell has been developing innovative electronic communication systems for over 20 years, working the last 10 years to grow the Electric Vehicle (EV) industry. As the Director for Southern California Sales at ChargePoint, he has provided over 8,000 independently owned & operated EV chargers throughout southern California operating on the world's largest and most open network. Formerly a system architect in both the automotive and communications systems industry, he has brought two dozen products to market and holds over a dozen patents, while working for companies such as Rockwell, Panasonic and Fisker Automotive. He holds a Bachelor of Science Degree in Electrical and Computer Engineering from Purdue University, a Master of Science in Electrical Engineering from USC, and an MBA from the Anderson School at UCLA. References • City of Grand Terrace o Contact Name: Todd Nakasaki, Management Analyst o Number & Email: 909.824.6621x218, tnakasaki@grandterrace-ca.gov o Project Scope: 2 Level II & 1 Level Ill at City Hall o Location: 22795 Barton Road, Grand Terrace, CA 92313 • Craig Realty o Contact Name: Jancee Aellig, Senior Specialty Leasing Executive o Number & Email: 949.224.4135, jancee@craigrealtygroup.com o Project Scope & Locations: 3
13carbon•• SOLUTIONS GROUP™ Sample Agreement • The Outlets at Barstow: • 3 Level II & 3 Level Ill • 2796 Tanger Way, Barstow, CA 92311 • San Clemente Outlets: • 4 Level II & 6 Level Ill • 101 W Avenida Vista Hermosa, San Clemente, CA • Corona Sun Square o Contact Name: Charles Lee o Number & Email: 714.393.8797, cndmanagement@gmail.com o Project Scope: 2 Level II & 1 Level Ill at City Hall o Location: 1406 W Sixth Street, Corona, CA Carbon Solutions Group provided the City with a sample agreement with the original submission and will work with them to finalize if selected. Scope & Cost/Revenue Proposal Please see attached as Attachment A for the Phased approach to the buildout proposed. Phase 1, includes a commitment to place 10 Level 3 DC Fast Chargers and 23 Level 2 chargers in the city, with a total investment of $1,555,200 in infrastcucture and operating cost. All sites have been thoroughly vetted by our design team and preliminary assessment was performed by SCE for feasiblity. If any site is determined to not be feasible, CSG will work with the City to identify other locations. The list of locations is below: • 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.) • 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.) • 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.) • 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.) • 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. Because the City has been awarded some grant funding by the State for Level 3 chargers, the City needs to pay for equipment and installation at these locations to receive the funding. To ensure that there is no cost to the City for these Level 3 DC Fast Chargers, CSG will invoice the city and provide funds to the City to pay these costs through a no-cost financing program for these chargers. The City could work with Carbon Solutions Group to transfer the grant to Carbon Solutions Group, which would eliminate the need for this financing process. 4
14carbon•• SOLUTIONS GROUP™ New Level 2 chargers included with this project scope will be billed to the City at $5,000 per port. Most of the cost for some of the new ports will be covered by the City's grant from the Mobile Source Review Committee. Carbon Solutions Group has agreed to assume all operating, maintenance and utility costs for these units for the term of the agreement. The cost of a maintenance and networking service for each port is approximately $1100/year not including the cost of electricity. Therefore, the City is avoiding costs of approximately $25,300 annually for the 23 Level II ports -even though the City may incur some up-front costs for ports that are not covered by the MSRC grant. In addition, the City will no longer be paying the electricity bills for these units, which will result in additional cost deferrals. Below is a summary of potential costs to the City based on our understanding that MSRC will pay about $3,400 for new chargers and may not pay for replacement of existing chargers, so a net cost of $1,100. • City Hall: 2 new, 2 existing replaced= 2xl,600 + 2x $4,500 = $12,200 • Museum Garage: 7 new-> 7x $1,100 = $7,700 • Baristo Downtown Garage: 4 existing-> 4x $4,500 = $18,000 • Vineyard Parking Lot: 2 existing, 2 new-> 2x $1,100 + 2x 4,500 = $11,200 • Convention Center: 4 existing-> 4x $4,500 = $18,000 Total City Estiamted Costs incurred by City after rebates is $67,100 It is our understanding that the City may seek to reuse some of these existing charging units, which means that the total City expenditures may be less than the $67,100 noted after grants are received. • Electric Vehicle Supply Equipment (EVSE) 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 of250 RPH (miles of Range Per Hour). The CPE250 DC Express Charger is powered by two power modules, each with an output of 31.25k W 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, IO" 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, CCS I (SAE JI 772TM Combo) Form Factor: Exceptional charging capacity in a slim package provides considerable 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 5
15carbon•• SOLUTIONS GROUP™ Level II Solution: CT4000 Family 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 JI 772™ Level 2 charging ports, each supplying up to 7 .2kW (208/240V AC @ 30A). Bollard and wall mount configurations are available for easy installation anywhere. CleanCord™ 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 3 R • Full -30C to +50C (-22F to 122F) operation including cord management • AC Input (208V to 240V AC)@ 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 • 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 Yes Payment Processing ChargePoint stations accept Visa, Mastercard, Discover Card and American Express payment cards. Charging sessions are authorized at the charging station by use of the ChargePoint Mobile application, a credit card (with RFID chip), a ChargePoint account RFID card, using Apple Pay, Google Pay, one-time payment by a mobile friendly payment option, or by authorized 6
16carbono• SOLUTIONS GROUP™ Comply Response: ' :._ ':ii " "" I driver support representatives over the phone 24/7 via a toll-free phone number using a credit I card. ChargePoint is PCI Certified as both a Service Provider and Merchant and audited annually by a 1 3rd party QSA. The current Attestation of Compliance is available upon request. ChargePoint has an internal IT process for all employees to follow if job responsibilities involve working with sensitive information. These employees go through yearly compliance training, as required to maintain PCI compliance. Our management platform is managed by Amazon Web Services (AWS). Amazon AWS holds the following certifications: CSA, ISO 9001, ISO 27001, ISO 27017, ISO 27018, PCI DSS Level 1, SOC 1, SOC 2, and SOC 3. Amazon AWS and ChargePoint are both GDPR compliant. All data is physically and logically secure at Amazon AWS hosting facilities. Our data is stored in several Availability Zones which provide redundancy in the event of a failure. Station Access ChargePoint stations are accessible to the general public and members from other charging networks. ChargePoint operates an open charging network and does not require a membership to use the stations. In addition, ChargePoint established roaming agreements with EVgo, Greenlots, Electrify America and EVBox, together representing the largest EV charging networks in the world. Furthermore, the framework of our business model is built upon the equal sharing of information between networks without added roaming fees for drivers. ADA Compliant ChargePoint LV2 and LV3 stations are ADA compliant NEC and FCC Regulations ChargePoint stations complies with FCC part 15 Class A and NEC Article 625 Charger Cord Management System The CT4000 comes standard with self-retracting cord management. The CPE250 swing arm cord management design keeps cable of the ground and makes it easy to reach charging ports in any location. ! Charger Management, Pricing Policy, Power Management and Notifications Station Management : The ChargePoint web portal provides the tools necessary to actively monitor and manage all I stations, including real-time status for each port; making it easy to view important information I in a clear and concise table format. 7
17carbon•• SOLUTIONS GROUP™ I The information provides real-time status for individual stations is available on the Station Properties page, including active charging sessions. Administrators can: -Get live status, including network connectivity and port status -Reboot the station -View live charging sessions -View a history of charging sessions Access Control ChargePoint provides access control to stations based on time of day and day of week. In addition, site hosts can also limit access to specific city fleet or driver groups and define an overstay rule. Pricing CSG will be pricing the cost for using the charger based on a per-kWh with a overstay fee. CSG will keep the driver pricing as low as possible to encourage usage, and will not exceed a modest markup on top of SCE cost for energy. For example, the intended pricing CSG will be using is $.25 kWhr & a fee once driver is done with a grace session for not moving. As a comparison, here are a few station's driver prices around the City: • County of Riverside (44199 Moreno, Indio for L3): $.34/kWhr for Level 2 (with $2/hr after 4 hr) & $.35/kWhr for Level 3 (with $12/hr after 30 min). • Tower Market (73801 Highway 11, Palm Desert): $.30/kWhr for Level 2 & $.40/kwHr for Level 3. • City of Beaumont (600 E 6th St): $.35/kWhr for Level 2 and $2/hr after 2 hrs. • EVGo (67800 Vista Chino, Cathedral City): $.27 /kwhr w/ subscription option. • Kohls EVSP (Monterey Ave, Palm Desert): Varying kWhr pricing ($.SO 4pm-9pm weekdays, $.25/kwhr other times) with $.55/hr parking fee. • Walmart EVSP (33975 Date Palm, Cathedral City): $.35/kWhr. Energy Management Energy Management enables efficient charging of an increased number of vehicles using available power at a site, reduces electrical infrastructure costs, and eliminates higher utility service costs associated with exceeding a peak power threshold. The stations in concert with ChargePoint cloud-based services actively manage the individual power output to each vehicle to ensure that the maximum allowed load is never exceeded. No additional hardware or systems are required onsite; all load management functions are fully automated and performed by the charging stations working in concert with ChargePoint cloud ; services. I This feature offers two primary benefits: 8
18carbono9 SOLUTIONS GROUP™ ' "'"" " " " """"", " ,.. < ' " Comply Response: , , " "" .f )' "" " ",::; ~ " " \ 11. Install more stations than would otherwise be possible with existing infrastructure and defer or eliminate the need for expensive service upgrades. 2. Manage time of use pricing or peak demand by setting a load cap and spreading out the charging through a longer timeframe. Station Load without Power Station Load with Power Management M.inagcment The amount of oversubscription of power capacity at a site depends entirely on the parking characteristics. In general, the longer the cars are parked the higher the oversubscription that may be supported, because the vehicles can be charged more slowly during the longer dwell time. Consideration of infrastructure necessary to support current and future need for EV charging I will "future proof" investments to avoid costly upgrades later as demand for electric vehicle charging grows. ChargePoint recommends leveraging our Energy Management features to ' reduce expenses associated with electrical infrastructure and to reduce operational expense costs associated with exceeding peak power thresholds. Charging Notifications Drivers can be notified when a vehicle is fully charged, charging is interrupted ' and receipt of the session. Notifications are sent via in-app push notifications, email and/or text messages. See example notification options from the driver mobile app. Real-time Station Availability The ChargePoint app and web page offer location and real-time station availability 24/7 Driver Support Each station has ChargePoint's support number. ChargePoint provides driver support, 24/7/365. U.S. and Canada Toll Free: 1-888-758-4389 • Electrical Infrastructure: The selected provider shall furnish and install all materials, equipment, and labor required for the installation of all chargers at all locations. This includes, but not limited to all work related to the development of site plans, conduit and wiring, and as-built plans and documents for supplying power to the EV charger stations per Southern California Edison standards, California Building Code and Public Utility Commission requirements. The provider is also responsible for securing all related permits and coordinating with utility companies and permitting agencies. Following the installation, the provider shall activate and test 9
19carbon•• SOLUTIONS GROUP™ the EV charging stations. Yes CSG will manage all aspects of the SCE Utility requirements to provide utility service at sites needed, but may need support from City (as current service owner and property owner). • Pavement Improvements: The selected provider will make pavement improvements, as necessary, to meet ADA standards. The Provider shall furnish and install all plans, materials, equipment and labor required to reconstruct the asphalt concrete of the parking stalls. Yes CSG has the expertise to ensure the projects pavement improvement are designed and constructed properly and to ADA code. We recognize that level 2 installation may not include ADA upgrades as it is a simple station swap. • EV Signage and Striping: The Proposer shall design, furnish, and install signage as well as pavement markings/ striping for the EV charging stations, as approved by the City and install EV parking stall pavement striping and markings in thermoplastic per California Building Code Standards following repaving of asphalt concrete. Yes CSG recognizes the importance of way finding, and will ensure adequate signage to align with our mutual primary goal of utilization. • Protection and Restoration of Existing Improvements: The Proposer shall repair or replace all existing improvements not designated for removal which are damaged or removed as a result of its operation. Improvements, such as but not limited to: curbs, gutters, sidewalks, driveways, walls, signs, pavements, thermoplastic pavement markings, signs, sprinkler systems, or plantings, shall be repaired and replaced to a condition equal to or better than the original condition. All costs to the Proposer for protecting, removing, and restoring existing improvements shall be included in the various bid items and no additional compensation shall be made by the City. Yes CSG acknowledges that any EV charging infrastructure projects will need to have minimal impact on existing city property, and will ensure the protection and restoration of such. 10
20carbon•• SOLUTIONS GROUP™ • Traffic, Access and Construction Site Safety: The Proposer shall be responsible, during all phases of the work, to provide for public safety and convenience by use of traffic cones, signs, lighted barricades, lights as described and specified in the California Manual on Uniform Traffic Control Devices (MUTCD) Standards. Construction operations shall be secured by safety fence and conducted in such a manner as to cause as little inconvenience as possible to employees of nearby businesses, residents, visitors, and the general public. Convenient access to the parking areas shall be maintained unless otherwise approved by the City in advance. Two days prior to construction, the Proposer shall post "No Parking" signs with the effective time and date at the direction of the City. A project safety plan will be provided, and made available on-site in regard to site safety, best practices, and guidelines pertaining to Covid-19 workplace best practices and requirements. " :-, A\\~"~ "" "",*~ , " »'T "~ "" "s{~ « " Comply Response: ' I I Yes -··-L_csG_will-ensure, ~:,-~_!!.~:~:cess and constru_~~n ~i~e safety_ _is -~~i-~-~~~ned for each project. • Maintenance and Communications: The successful Proposer shall provide operation and maintenance services for a period of at least (5) years. Maintenance of the EV charger stations should be performed by local service providers who have the capability and capacity to respond to calls for maintenance/service within 24 hours. ,,:~-' ~:;\' '?%"' ,< : ~ ' V :':'~~l-~:: ,-:01,!r\ ' : ::t;t~\1~ :; ' -:1\:11~: ·' : "; zI:W' .: ' ·, ,!,,:• -Comply ,Resppnse:· -· :·:: ·., , · · : ·, , . Yes " " " " " .,_ " "" \: '\ " CSG will be responsible for maintenance of all chargers within the scope of the contract for the period of 10 years of the license agreement, to see the Service Level Agreements and uptime guarantees CSG will use for these sites, please see below for description of ASSURE offering for ChargePoint that CSG will be using. • Service Provider(s)/Data Capture: The EVSE must have capabilities to handle, transfer, and backup data. The network communications shall, at a minimum, provide the following information for each charging transaction, at each charging location, and must comply with all state and federal regulations: o Charging data -date and time of usage (start and stop time) and utilization rates. o Total kWh and Total kW draw. o Total dollar amount charged to the user. o Station status and health in real time. o Malfunction or operating error. Yes Network Communication and Session Data 11
21carbon•• SOLUTIONS GROUP™ , ' ' ~"''\:,;' :~:' {f '" ," ' ' ~ Y'\\:ii~J<:\: ~ Response: , , ,, , ' . ChargePoint stations collect and transmit session data securely over cellular network. If there is a cellular network outage, the charging station will continue to verify drivers and dispense power. Once the cellular connection is re-established, sessions data will be uploaded to the ChargePoint cloud. Station Status Each station can be monitored in the ChargePoint web portal. In addition, the stations health, alarms and logs can be downloaded in the reports tab. See example station real time status screenshots: ftrn¥f · ··· · +i & Pi%& Phi.P·M& m ~ «M@&tihlllit ~ .... -~ ........... _ 4!:.~ llll'ata ma mmm : ChargePoint Data Collection and Reports . . !! G AuxlJArypowers.upply j,°U;)(!.!';oe.•~t.r'l.l;:Jr: .. IA. StottonManao~nt V Unit 0 PowerModuleF'ront 0 IsolMienMonh:or Oeoot1ngControlk:r : Otoe...,,.., ChargePoint's cloud services capture a range of relevant session data that is logged and captured in the cloud. This data is available to the operator in the form of customizable reports and as session data available to be exported in CSV format or in XML format via API. All charging sessions have the following information recorded and available: MAC Address Address 1 -1-----------------0 r g Name Address 2 Start Date City Start Time Zone ·i····~tate/Province End Date Postal Code End Time Zone Country Transaction Date (Pacific Time) Latitude --------------------' Total Duration (hh:mm:ss) Longitude Charging Time (hh:mm:ss) Currency Energy (kWh) Fee Starting State of Charge (if available) ........ En_ding State of Charge (if available) GHG Savings (kg) Ended By Gasoline Savings (gallons) Plug In Event Id 12
22carbon•• SOLUTIONS GROUP™ -.~:~:/ · · , ··,.t. .•'':t~t~~!{I~~~1~/ _ 1~~ *'{1;if">~"=·, ·· , .; }::•:w::I:,' '€omply Response: ·. · ~;\Y':x ·, , , · ·/\<) , • . « .., V~-' .-, V .,_, / ::.. "' ', ' ' '" .:." " --~ h r," ~ ,-.,-,.-, -1 i Port Type , Driver Zip Code ___________ LI Port Number User ID/ Vehicle ID • Product Safety: The EV charger stations shall have the ability to stop flow of power when not in use. The system shall have over-current protection to prevent vehicles from drawing too much power. " ~ :«" " " ~ " " f:s:-; """: " ' ' '.., " Comply Response: ·, . , . ·. · . , ,, · , . " " " X " " ::; ' " <' ChargePoint LV2 and LV3 chargers have standby power to maintain operations, power Yes will only be dispensed after an authorized session has been confirmed. The vehicle battery management system and charger establish the target current 1 demand per J1772 (LV2), CCS and CHAdeMO (LV3) protocol, the charging session will not 1 exceed the current demand. Once the session is complete, the station will not dispense I power. In the case of_a ~.ho.~_~iE~.~it! ... !.~~---u..es!rea_'!.l __ drc1:1it ~r-~~~~T.Pr~_!e.~ts_!~~--~y_st_e_m_. ____ _ • Warranty: If the charging equipment will be owned by the City, the Proposer should provide a manufacturer's warranty on all purchased EV charger equipment, hardware, and software for a minimum of one year from the date of acceptance by the City. The warranty must include all materials, equipment, parts, tools, labor and incidentals, as well as all Proposer-or manufacturer-recommended upgrades. Warranty shall cover complete repairs or replacements, and site visits, as necessary. For activities covered under the warranty, where possible, the City's preference is to use a local service provider. If there is a failure of the EV charger during the warranty period, the hardware provider shall agree to replace such components or parts within 72 hours of notification. The successful Proposer shall identify any and all local contractor(s) who will be providing all warranty and services to the DC Fast Charging Stations. N/A But Yes Carbon Solutions will maintain the stations utilizing ChargePoint's ASSURE proactive maintenance service. This covers parts and labor for manufacturer defects for the duration of the agreement. Charge Point works with local maintenance partners to perform service and repair. All Assure products include: • 24x7 Proactive Monitoring • Parts and Labor Warranty for manufacturer defects • Extended Labor Coverage for vandalism and accidents • Monthly reports on station performance 13
230 carbon•• SOLUTIONS GROUP™ ! • Industry leading SLAs with Non-Compliance Penalties (98% guaranteed uptime & I 1 day response time) ____ J,.,--,,' • Inspections: The City shall provide an inspector to ensure all work is completed to Greenbook and California Building Code standards for construction and EVSE installation. Yes I All work performed and contracted by Carbon Solution to be compliant with building ! code. • Conformance with MSRC and SCIP Grant Requirements: All software, equipment, parts, maintenance and warranty agreements, and related EVSE services shall be executed/ provided in conformance with MSRC AB2766 Discretionary Fund grants and the Southern California Incentive Program grant. Proposer shall show a clear understanding and acceptance of these grant requirements. As a requirement of both grants, the provider shall pay prevailing wage and ensure all contractors to perform work under this contract are registered with the California Department of Industrial Relations to participate in public works projects. Yes Carbon Solutions offers a unique approach to cities granted awards, by lending money and forgiving the debt for the delta between the rebate and the cost. -----------14
24ATTACHMENT A
25ID 1 2 3 City Info & Request Location City Hall Downtown Parking lot near Meuseum Baristo Parking Address 3200 E Tahquitz Canyon Way Near Intersection of Museum Drive and Tahquitz Cyn 235 S Indian canyon Drive Existing CSG Proposed Total New /Upgraded Scope Yes (2 Level 2 chargers) : Level-II EVCS (2 4 Level-II stations (dual) 1 uals) Level-Ill station (dual) 2 Level-Ill DCFC (2 (Includes upgrading existing locations) 7 Level-II EVCS (3 No Existing Chargers duals & 1 single) 5 Level-II stations (dual) 1 4 Level-Ill (2 Level-Ill station (dual) connectors) New Service w SCE, CSG paid Meter Yes, 4 Level 2 Ports 4 Level-II EVCS (2 6 Level-II stations (dual) 1 duals) Level-Ill station (dual) 4 Level-Ill (2 (Includes upgrading connectors) existing locations) New Service w SCE, CSG paid Meter CSG Scope CSG Responsibility (with Rebate) Design/Construction -$80,000 ChargePoint-$150,000 Electricity Est. -$10,000/yr. Total 10 yr Investment -$330,000 Design/Construction -$90,000 ChargePoint-$300,000 Electricity Est. -$20,000/yr. Total 10 yr Investment -$550,000 Design/Construction -$90,000 ChargePoint -$260,000 Electricity Est. -$20,000/yr. Total 10 yr Investment -$550,000 City Invoiced by CSG (Rebate$ or%) MSRC lxL3 (100%) -$21,000 MSRC 2xL2s (90%) - $ 10,000 2xL2s Swap exiting-$ 15,000 Total City Pays -$46,000 {Rebate = $30,000) MSRC 2xL2s (90%) - $ 10,000 2xL2s Swap exiting-$ 15,000 Total CityPays-$119,000 (Rebate =$79,000 & SCIP from CSG =$24,000) City lncured Cost =
26ID 5 8 City Info & Request Location Vineyard Parking lot Convention Center lot 101-204F Address Existing Total New /Upgraded 236 S Belardo Yes, 2 Level 2 Ports d TBD, at least: Roa 2 Level-II Stations (dual) 277N Avenida Caballeros Yes, 2 Level 2 Ports 3 Level-II Stations (dual) SG Proposed Scop 4 Level-II EVCS (2 dual) 4 Level-11 EVCS (2 dual) CSG Scope CSG Responsibility (with Rebate) Design/Construction -$1,200 ChargePoint -$20,000 Electricity Est. -$3,000/yr. Total 10 yr Investment -$51,200 Design/Construction -$20,880 ChargePoint -$20,000 Electricity Est. -$3,000/yr. Total 10 yr Investment -$70,880 City Rebate Applied (using CSG Funds) 2xL2s Swap exiting-$ 15,000 Total City Pays-$25,000 (Rebate= $9,000) MSRC 2xL2s (90%) - $ 10,000 2xL2s Swap exiting-$ 15,000 Total City Pays-$25,000 (Rebate =$9,000) = Total Invoiced= $361,500 Total lncured Cost = $67,500
27City Info & Request ID Location Address Existing Total New /Upgraded North of 4 Church Lot Intersection No Existing Chargers of Belardo 2 Level-II stations (dual) and Alejo 6 Demuth Park 3601E Mesquite Ave No Existing Chargers 2 Level-II Stations (dual) Francis 500 N Palm No Existing Chargers 7 TBD, at least: Stevens Park canyon Drive 2 Level-II Stations (dual) Proposed Scop CSG Scope CSG Responsibility (with Rebate) City Rebate Applied (using CSG Funds) Phase 2 of project, given other sites go well Phase 2 of project, given other sites go well
28ATTACHMENT B: Electric Vehicle Charging Station License Agreement
29ELECTRIC VEHICLE CHARGING ST A TION LICENSE AGREEMENT This ELECTRIC VEHICLE CHARGING STATION LICENSE AGREEMENT (this "Agreement"), dated as of ______ , 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 CALe VIP .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 CA Le VIP 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 11" Alternating Current Electric Vehicle Charging Station port, per month 1
30as 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 2.1. 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. Jnsolvent. 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 ofany breach of this Agreement by CSG, Host shall have the right unilaterally to terminate or modify this Agreement with one (I) 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
312.2.3.3. 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 3
32Charging 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 ( I 0) 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. I. 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 1st. 3.5.6.2. CSG provides Funding to Host to pay for Invoices at a minimum fifteen (15) days prior to July 1st. 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 ofreceipt offunds 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. 4
333.6.5. 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 5
34equipment, 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 oflntellectual 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. 6
353.12. 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, curtailment, 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 party'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
363 .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 Property" 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 8
37or 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
386.2.2. 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 Party" 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~ 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
39delivery 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 ofreceipt. For purposes of notice the addresses of the parties shall be as follows: Ifto CSG: CSG EV LLC 600 B Street Suite 300 San Diego, CA 92101 Attn: Kory Trapp, V.P. Project Development Ifto 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 ofany 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, supp.tiers or other similar causes beyond the party'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
40remedies 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 oflnterest. 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
41SIGNATURE 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: -----------APPROVED AS TO FORM: By: _________ _ Jeffrey S. Ballinger City Attorney APPROVED BY CITY COUNCIL: Date: ___ Agreement No. __ "CITY" City of Palm Springs By: __________ _ David H. Ready , PhD City Manager ATTEST By: -------------Anthony Mejia City Clerk 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 Check one:_ Individual_ Partnership_ Corporation Address By ______________ By ______________ _ Signature (Notarized) Signature (Notarized) 13
4214
43Description of Host Property: Address: Licensed Space: EXHIBIT A DESCRIPTION OF HOST'S PROPERTY See drawing attached as Schedule I. Number and Type of Electric Vehicle Charging Stations to be located on Licensed Space 15
445c;bedule J IDENTIFICATION QF LOCATION OF LICENSED SPACE AND ELECTRIC VEHICLE CHARGING STATIONS 16
45LOCATION OF PROPOSED CHARGING ST A TIO NS -PHASE 1 E Tahqultz Canyon Way .:::.: ... '.r Ai~ic Rt! :z f M,.Man,,s a, ~ f r A .. tl,~•s Rd j i (,'"",wf;J-.#-\:. ~ ~~, £ Tahqultr Canyon Way f Call• lil¢'~ •• £ Pa1-,11 Gf>c £ MtJo nrl < ...,.iw :r, E v1a1in<>1 '-"" ;: t S:! E Tahquitz C<1nyo11 ww-; P;,lm Spring~. tnte1n31,onal Afrpqrt--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
46Schedule II ELECTRIC VEHICLE CHARGING STATION SPECIFICACTIQNS 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 of250 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, IO" 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, CCS 1 (SAE J1772™ Combo) Form Factor: Exceptional charging capacity in a slim package provides considerable 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: CT4000 Family 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 Jl 772™ Level 2 charging ports, each supplying up to 7.2kW (208/240VAC@ 30A). Bollard and wall mount configurations are available for easy installation anywhere. CleanCord™ 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 3 R • Full -30C to +50C (-22F to 122F) operation including cord management • AC Input (208V to 240V AC)@ 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
47• 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
48EXHIBIT "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 Scope 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
495. 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
50EXHIBIT "C" PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS That WHEREAS, the City of Palm Springs (hereinafter designated as the "City"), by action taken or a resolution passed ______ , 20 __ has awarded to ______ _ hereinafter designated as the "Principal," a contract for the work described as follows: ______________________ (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
51addition, 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 By ______________ _ Title --------------(Corporate Seal) 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
52Notary 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 CALIFORNIA COUNTY OF ____ _ On . 20_, before me, _ _____________ , Notary Public, personally appeared _________________ , 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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public 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 DESCRIPTION OF ATTACHED DOCUMENT Individual D Corporate Officer D Partner(s) D Title(s) D • Attorney-In-Fact D Trustee(s) D Guardian/Conservator D Other: §igner is representing: Limited General Name Of Person(s) Or Entity(ies) Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above 24
53ATTACHMENT C: Disclosures
54CP 19-11, Electric Vehicle Chargers SIGNATURE AUTHORIZATION NAME OF COMPANY (PROPOSER): CSG EV LLC BUSINESS ADDRESS: 600 B Street, Suite 300, San Diego, CA 92101 TELEPHONE: 858-354-6273 CELL PHONE: 858-354-6273 FAX NUMBER: 812-803-1833 CONTACT PERSON Kory Trapp EMAIL ADDRESS ktrapp@carbonsolutionsgroup.com A. I hereby certify that I have the authority to submit this Proposal to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my proposal. Kory Trapp, VP Project Development RINTED NAME AND TITLE August 5th, 2020 NATURE AND DATE B. The following information relates to the legal contractor listed above, whether an individual or a company. Place check marks as appropriate: 1. If successful, the contract language should refer to me/my company as: __ An individual; __ A partnership, Partners' names: ___________ _ ~A company; __ A corporation If a corporation, organized in the state of: Deleware 2. My tax identification number is:_8_3_-1_0_8_19_2_9 _____________ _ Please check below IF your firm qualifies as a Local Business as defined in the RFP: __ A Local Business (licensed within the jurisdiction of the Coachella Valley). Copy of current business license is required to be attached to this document. ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the acknowledgment with your proposal. Failure to acknowledge the Addenda issued may result in your proposal being deemed non-responsive. In the space provided below, please acknowledge receipt of each Addenda: Addendum(s) # 1 &2· is/are hereby acknowledged.
55CP 19-11, Electric Vehicle Chargers NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH PROPOSAL The undersigned, deposes and says that he or she is Kory Trapp of CSG EV LLC , the party making the foregoing Proposal. That the Proposal is not made in the interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone shall refrain from Proposing; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the Proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the Proposal are true; and, further, that the Proposer has not, directly or indirectly, submitted his or her Proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, Proposal depository, or any other member or agent thereof to effectuate a collusive or sham Proposal. Signature: ~ Title: VP Project Development Date: August 5th, 2020
56CP 19-11, Electric Vehicle Chargers CITY OF PALM SPRINGS, CA CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant 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. Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant 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"). Consultant 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 City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant 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 Consultant 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. NAME OF CONSULTANT/VENDOR: CSG EV LLC ------------------NAME and TITLE of Authorized Representative: (Print) Kory Trapp Signature and Date of Authorized Representative: (Sign)_~ __ \\ _____________ (Date) August 5th, 2020
57Who Must File? CP 19-11, Electric Vehicle Chargers CITY OF PALM SPRINGS PUBLIC INTEGRITY DISCLOSURE (INSTRUCTIONS FOR APPLICANTS) Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions. Why Must I File? . The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney. Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following: (1) the owner/investor and the official have done business together during the year prior to the application; (2) the official has earned income from the owner/investor during the year prior to the filing of the application; (3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or (4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome. When Must I File? You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed. What Must I Disclose? A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.). Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed). 8. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney. PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by the City. What if I Have Questions? There are some additional supplementary instructions with an example following the form should you need further clarification.
581. 2. 3. 4. Name of Entity CP 19-11, Electric Vehicle Chargers PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM CSG EVLLC Address of Entity {Principle Place of Business) 600 B Street, Suite 300, San Diego, CA 92101 Local or California Address (if different than #2) N/A State where Entity is Registered with Secretary of State CA if other than California, is the Entity also registered in California? D Yes D No 5. Type of Entity D Corporation IJJ Limited Liability Company D Partnership D Trust D Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Kory Trapp ~ Officer D Director D Member D Manager [name] Rory Gopaul D General Partner D Limited Partner Oother hi] Officer D Director D Member D Manager [name] D General Partner D Limited Partner Oother D Officer D Director D Member D Manager [name] D General Partner D Limited Partner Oother CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE APPLICATION DISCLOSURE FORM Page 1 of 2 15
597. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE EXAMPLE JANE DOE 50%, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. Rory Gopaul 63%, CSG EV LLC [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. New Frontier Holdings 30%, CSG EV LLC [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signat re of Disclosing Party, Printed Name, Title Date Kory Trapp, VP Project Development August 5th, 2020 CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE APPLICATION DISCLOSURE FORM Page 2 of 2 16