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HomeMy WebLinkAboutItem 10f - Installation and Maintenance of Electric Vehicle Charging StationAgreement with EV Connect November 20, 2018 Page 1 of 3 DATE: November 20, 2018 TO: Honorable Mayor and City Council FROM: Tom Tait, Public Works Services Director By: Carmen Masud, Senior Management Analyst SUBJECT: ELECTRIC VEHICLE CHARGE STATION SITE HOST AGREEMENT WITH EV CONNECT FOR THE INSTALLATION AND MAINTENANCE OF ELECTRIC VEHICLE CHARGING STATIONS Recommendation: Approve SUMMARY In an effort to promote zero emission vehicle usage, Electrify America is investing $2 billion dollars in zero emission vehicle infrastructure, access, and edu cational programs throughout the United States. EV Connect, a leading provider of electric vehicle charging solutions, is working with Electrify America and agencies throughout California to install electric vehicle charging stations. EV Connect has inspected sites in the City of Arcadia that qualify for funding, and has prepared an agreement that is required to submit a proposal to Electrify America. The agreement would provide for the funding and installation of two electric charging station units at th e City Library, Public Works Service Center, and City Hall. The units feature dual charging ports, which means that each unit can provide charging for two parked vehicles. A total of four parking spaces will be assigned for charging electric vehicles at these locations. It is recommended that the City Council approve, authorize and direct the City Manager to execute an Electric Vehicle Charge Station Site Host A greement with EV Connect for the installation and maintenance of electric vehicle charging stations. BACKGROUND Electrify America is a business organization whose goal is to promote zero emission vehicle adoption by offering a convenient electric charging network by 2027. Electrify America is investing $2 billion dollars in zero emission vehicle infrastructure, access, and educational programs throughout the United States and has allocated 500 million dollars to support existing electric vehicle owners in California. Electrify America is currently implementing the first cycle of their investm ent plan. Agreement with EV Connect November 20, 2018 Page 2 of 3 EV Connect, a leading provider of electric vehicle charging solutions for workplace, fleet, universities, and government facilities, was selected by Electrify America to assist agencies in Los Angeles County. EV Connect has been working with the City of Arcadia to submit a proposal to Electrify America for the installation of electric charging stations at no cost to the City. DISCUSSION Through this opportunity, Electrify America will provide funding to install two electric charging station units at the City of Arcadia Library, Public Works Service Center, and City Hall. The units feature dual charging ports, which means that each unit can provide charging for two parked vehicles. A total of four parking spaces will be assigned for charging electric vehicles at each location. The charging units at the Public Works Services Center will be utilized by City owned vehicles only. The charging station units at the Library and City Hall will be available for use by the public at a nominal fee. All electric charging station units would be maintained by EV Connect until 2026. After this time, ownership and title of the electric charging stations would pass to the City of Arcadia. At that time, the City would be responsible for maintenance of the stations and for providing a platform to continue use of the charging stations. As such, the City could continue to contract with EV Connect for these services, choose a different vendor, or remove the stations altogether. The City will be required to provide and maintain a supply of electric power for the duration of the term of the agreement. In addition, a 10% transaction fee with a minimum of $.50 per transaction would be charged and paid to EV Connect. The City of Arcadia will work with EV Connect to include all costs into the electric charging rate so that the City does not have any out of pocket expenses. EV Connect operates a cloud based platform to manage the charging stations and the drivers that use them. EV Connect does not manufacture any charging stations, but they have partnerships with the leading charging station manufactures in the industry. Since Electrify America is currently implementing the first cycle of their investment plan in California, EV Connect needs to submit a proposal for the City of Arcadia. In order for Electrify America to accept a proposal, the proposal must contain a signed host agreement which indicates the City’s commitment to installing the charging stations. The City has made it clear that the City cannot move forward with the project unless Electrify America approves and pays for all cost s associated with the project. Electrify America has included language in the agreement that states that the host agreement is null and void should Electrify America not cover the full cost of the project. Agreement with EV Connect November 20, 2018 Page 3 of 3 ENVIRONMENTAL ANALYSIS The proposed action does not constitute a project under the California Environmental Quality Act (“CEQA”), and it can be seen with certainty that it will have no impact on the environment. Thus, this matter is exempt under CEQA. FISCAL IMPACT Electrify America has allocated $500 million to support the installation of Electric Charging Stations. Electric charging stations will be installed at the Library, City Hall, and the Public Works Service Center at no cost to the City. The City will work with EV Connect to include all costs into the electric charging rate so the City does not have any out of pocket expenses. Following the transfer of ownership to the City, staff will need to continue to contract with EV Connect for maintenance services and a cloud based platform, choose a different vendor to provide these services, or remove the stations altogether. RECOMMENDATION It is recommended that the City Council approve, authorize and direct the City Manager to execute an Electric Vehicle Charge Station Site Host A greement with EV Connect for the installation and maintenance of electric vehicle charging stations. Attachment: Proposed Electric Vehicle Charge Station Site Host Agreement 1 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ Electric Vehicle Charge Station Site Host Agreement This Electric Vehicle Charge Station Site Host Agreement (“Agreement”) regarding electric vehicle supply equipment (EVSE) is effective as of the Sponsor Approval Date (the “Effective Date”) between: EV Connect, Inc. (a California Corporation) (“EV Connect”): 615 North Nash Street Suite 203 El Segundo, CA 90245 (888) 780-0062 -and- Charging Site Host: City of Arcadia Address: 240 West Huntington Drive City, State, Zip Code: Arcadia, CA 91066 Contact Name: Carmen Masud, Senior Management Analyst Telephone Number(s): (626) 254-2708 Email: cmasud@ArcadiaCA.gov EV Connect and the Charging Site Host (either individually “Party” or collectively “Parties”) agree as follows: 1. Term of Agreement This Agreement shall commence on the Effective Date and shall continue through December 31, 2026 (the “Term”) unless terminated early in accordance with the Termination section of this Agreement. 2. Terms and Definitions The definitions for the following terms which are used throughout this Agreement are as follows: Network EVSE Network described in the EV Connect Overview brochure attached as Exhibit A. (Please note that fees mentioned in Exhibit A do not apply to Charging Site Host.) Sponsor Electrify America, LLC EVSE Electric Vehicle Supply Equipment The Project The Sponsor’s Workplace/MUD program Site The Rider Location where the EVSE will be used The Site Host Agreement Rider, attached hereto and incorporate herewith Sponsor Approval Date The date the Charging Site Host receives email confirmation from EV Connect that the Sponsor has approved The Project for the Site 2 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ 3. EV Connect Goods and Services In consideration of Charging Site Host’s participation in The Project and for allowing the collection of the Data (as defined in Section 4), EV Connect agrees to provide the goods and services set forth in Section 2 of the Rider (the “Goods and Services”). 4. EVSE Data Charging Site Host acknowledges and agrees to allow EV Connect remote access to (i) the EVSE at the Site and (ii) existing sources of electrical energy that power the EVSE, in order for EV Connect to collect and transmit private and public usage data of the EVSE (the “Data”) during the Term of this Agreement. For the purpose of clarification, the Data will not include any personally identifiable information. Data reports are available to the Charging Site Host via an administrative portal on the Network and will be provided to Sponsor via an Application Programming Interface (API). 5. Charging Site Host’s Representations, Warranties and Commitments Charging Site Host covenants to EV Connect that the Charging Site Host: a) Upon reasonable notice, will allow EV Connect and its contractors reasonable access to install and maintain the EVSE; b) Will provide and maintain the supply of electric power, at Charging Site Host’s cost, to the EVSE for the duration of the Term of this Agreement; c) Is not required to make the EVSE available to the general public, but may do so at its discretion; d) Will pay EV Connect a Transaction Fee of 10% with a minimum of $0.50 per transaction for all EVSE charging transactions with a usage fee; e) Will not knowingly allow the EVSE to be maintained, opened, modified, reverse engineered, disassembled on the whole or any part thereof in any manner, or repaired by anyone other than EV Connect or its licensed contractors; f) Will not transfer, assign, encumber or pledge the EVSE; g) Assumes all responsibility in obtaining any required approvals from property owners, landlords and/or corporate offices; and is responsible for approval of the terms and execution of EVSE installation and EVSE siting provided by EV Connect; and h) Will not uninstall or damage the EVSE. 6. Ownership 6.1 All of the data, information, content, services and software displayed on, transmitted through, or used in connection with the use and operation of the EVSE and Network, including, but not limited to, advertising, text, photographs, images, illustrations, video, HTML source and object code, software, data, Internet account access, and the like (collectively, the “Content”) is owned by EV Connect and its affiliates, licensors, or suppliers. The “Content” is protected by copyright, trademark, and other intellectual property laws of the United States of America. 6.2 During the term of this Agreement, EV Connect grants to the Charging Site Host a non-exclusive and non-transferable license to use such software in the form in which it is embedded in the EVSE and made available through the Network on the delivery date for use in conjunction with other parts of the EVSE on the condition that the EVSE shall be used for its intended purpose only (the “Network License”). Nothing contained in this Section shall be construed as an assignment or transfer of any copyright, design right or other intellectual property rights in such software, all of which rights are owned by EV Connect. 6.3 So long as this Agreement is in good standing on December 31, 2026, ownership and title of the EVSE shall pass to Charging Site Host, and the Charging Site Host shall have the full unencumbered right and title to the EVSE at no cost or obligation. Effective at 11:59 p.m. on December 31, 2026 Charging Site Host shall bear all responsibility for the EVSE, their operation and maintenance. 3 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ 7. Use of Mark/Advertising EV Connect and Charging Site Host each hereby grant to the other, only during the Term of this Agreement, a nonexclusive, non- transferable, non-assignable license to use the name and marks owned by the Parties: (i) on the EVSE installed at a Site; (ii) in relation to the advertising and promotion of the EVSE, the services provided by the EVSE, and any ancillary goods or services of EV Connect offered at the Sites; and (iii) in relation to advertising and promoting the business relationship between the Parties, including use on Websites, software/smart phone applications, or marketing materials. 8. Limitations of Liability 8.1 Financial Responsibility. Subject to the Scope of Work (attached as Exhibit D), which will contain any excess charges to installation costs if applicable, Charging Site Host acknowledges that Sponsor has provided funding for the EVSE installation, Network License, and warranty and maintenance (“Warranty”) of the EVSE. The terms and conditions of the Network License and Warranty are forth in Exhibit C. For the purpose of clarification, the Parties agree that this Agreement shall be null and void in the event that Electrify America does not agree to provide all costs to ins tall and purchase the Electric Vehicle Equipment. 8.2 Charging Site Host Insurance. Charging Site Host shall, at its sole cost and expense, throughout the term of this Agreement, maintain insurance in the following types and amounts: Commercial general liability insurance for bodily injury liability, including death and property damage liability, incurred in connection with the performance of this Agreement, with minimum limits of $1,000,000 in respect of claims arising out of personal injury or sickness or death of any one person, $1,000,000 in respect of claims arising out of personal injury, sickness or death in any one accident or disaster, and $1,000,000 in respect of claims arising out of property damage in any one accident or disaster. The Parties understand and agree that the City is currently a member of a joint powers insurance authority and maintains a self - insured retention (deductible), and that this meets the Charging Site Host’s requirements and obligations under this Section 8.2. 8.3 EV Connect Insurance. During the Term of the Agreement, EV Connect shall maintain (A) comprehensive general liability insurance with coverage of at least One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) aggregate (which amounts may be augmented by excess or umbrella coverage) for bodily injury (including sickness or disease) to or death of one or more persons; (B) umbrella or excess liability coverage of at least Four Million and No/100 Dollars ($4,000,000.00) per occurrence; (C) workers compensation/employer’s liability with limits not less than: bodily injury – One Million and No/100 Dollars ($1,000,000.00) per occurrence; and (D) automobile liability with combined single limit coverage of One Million and No/100 Dollars ($1,000,000.00) per occurrence. 8.4 Indemnification. To the fullest extent permitted by law, except to the extent caused by the negligence or willful misconduct of EV Connect, the Charging Site Host shall defend, indemnify and hold harmless EV Connect, its agents and employees from and against any and all claims or actions asserted or imposed against EV Connect resulting from or arising out of (i) the negligence or willful misconduct of Charging Site Host or any of its employees, subcontractors or agents, (ii) the breach by Charging Site Host of Section 5 of this Agreement, (iii) the infringement by Charging Site Host of a third party’s intellectual property rights, or (iv) any death or personal injury arising out of or resulting from Charging Site Host’s acts or omissions which have violated any applicable law or regulation. To the fullest extent permitted by law, except to the extent caused by the gross negligence or willful misconduct of Charging Site Host, EV Connect shall defend, indemnify and hold harmless Charging Site Host, its agents and employees from and against any and all claims or actions, asserted or imposed against Charging Site Host resulting from or arising out of the negligence or misconduct of EV Connect or any of its subcontractor’s performance of this Agreement (specifically including any claims of intellectual property infringement relating to (i) the EVSE and/or (ii) any software or other components supplied by EV Connect or any of their subcontractors) or any death or personal injury arising out of or resulting from EV Connect or any of its subcontractor’s acts or omissions which have violated any applicable law or regulation. The obligations under this Article shall survive any expiration or termination of this Agreement and shall not be limited by any enumeration herein of required insurance coverage. All money properly expended by an indemnified party in connection with an indemnified claim at the indemnifying party’s direction, shall be immediately due and payable by the indemnifying party and shall accrue interest at a rate not to exceed 10% per annum (or the maximum interest rate permitted by law) until paid in full. Each party as an indemnitee hereunder (the “Indemnitee”) agrees to allow the other party as an indemnitor (the “Indemnitor”) to control the litigation or settlement of any such claim giving rise to an indemnification obligation under this Article 8.4 (a “Claim”) and to cooperate with the Indemnitor in the investigation, defense and settlement thereof. Provided the Indemnitee notifies the Indemnitor promptly of a Claim and otherwise complies with this Section 8.4 and, 4 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ notwithstanding any other provision herein to the contrary, the Indemnitor shall satisfy all of its obligations hereunder if it indemnifies the Indemnitee for such Claim by paying for the costs and attorneys’ fees the Indemnitee incurs at the Indemnitor’s direction and any judgment finally awarded against the Indemnitee or settlement approved by the Indemnitor. The Indemnitee may participate at its own expense. 8.5 Disclaimer and Liability Limits. EXCEPT FOR THE WARRANTIES PROVIDED IN EXHIBIT C, NO WARRANTY, CONDITION OR REPRESENTATION, EXPRESSED, IMPLIED, ORAL OR STATUTORY, IS PROVIDED TO THE CHARGING SITE HOST OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY, CONDITION OR REPRESENTATION: (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE; (B) THAT THE PRODUCTS WILL BE FREE FROM INFRINGEMENT OR VIOLATION OF ANY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; OR (C) THAT THE OPERATION OF ANY SOFTWARE SUPPLIED WILL BE UNINTERRUPTED OR ERROR FREE. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE CHARGING SITE HOST'S SOLE AND EXCLUSIVE REMEDIES HEREUNDER AND THE ONLY LIABILITY OF EV CONNECT IS EXPRESSLY LIMITED TO THE TERMS OF THE AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY, FOR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, INCLUDING WITHOUT LIMITATION, LITIGATION COSTS, LOSS OF DATA, PRODUCTION OR PROFIT ARISING FROM ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FOR PURPOSES OF THIS PROVISION, THE PARTY INCLUDES THE PARTY’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, SUBCONTRACTORS AND SUPPLIERS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY CLAIMS FOR DAMAGES BY EITHER PARTY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE REPLACEMENT COSTS OF THE EVSES (INCLUDING THE FAIR MARKET VALUE OF THE COST OF THE EQUIPMENT AND ALL REASONABLE INSTALLATION AND REMOVAL COSTS RELATED THERETO). 9. Termination of this Agreement 9.1 In the event (i) EV Connect, wishes to terminate this Agreement for convenience, or (ii) Charging Site Host terminates this Agreement for a breach by EV Connect that remains uncured for a period of thirty (30) days from written notice, EV Connect shall provide notice to Charging Site Host indicating one of the following: (x) termination of the Agreement, whereby the Contingent Encumbrance (defined in subjection 9.2 below) shall expire and the Charging Site Host shall have the full unencumbered title to the EVSE, or (y) termination of the Agreement in connection with an assignment of all Data rights and Warranty and Network obligations to Sponsor or another provider specified by Sponsor (an “Assignment Proposal”). 9.2 In the event (i) the Charging Site Host wishes to terminate this Agreement for convenience, including a rejection of an Assignment Proposal, or (ii) EV Connect terminates this Agreement for a breach by Charging Site Host that remains uncured for a period of thirty (30) days from written notice, the Charging Site Host shall (x) forfeit ownership and title of all EVSE to Sponsor, (y) pay Installation Costs, and (z) if applicable, pay any EVSE Costs. Sponsor’s right to repossess the EVSE shall be deemed a “Contingent Encumbrance” to the Charging Site Host’s ownership of the EVSE. For the purpose of clarity, where Sponsor has requested the return of the EVSE pursuant to its right to repossess, but the Charging Site Host has failed to reasonably cooperate with such request within thirty (30) days of written request or the EVSEs have been damaged by Charging Site Host, its agents, or a third party (so long as such damage was not caused by EV Connect, Sponsor or their agents), the Charging Site Host shall be liable for EVSE Costs. 1. “Installation Costs” shall mean (i) the installation costs paid by Sponsor in connection with this Agreement, and (ii) if applicable, the actual cost of de-installation and removal. Installation Costs shall not exceed $40,000. 2. “EVSE Costs” shall mean the lesser of (i) the full replacement cost, as determined by the fair market value on the date of installation of the EVSEs (the “FMV”) or (ii) the actual costs to repair the EVSEs. 9.3 In the event Sponsor refuses to maintain financial responsibility for the Network License and Warranty for the Term of this Agreement, this Agreement shall terminate, and in addition to the terms deemed to survive termination pursuant to Section 15, Exhibit C shall survive. 9.4 Upon any termination, except as otherwise stated herein, EV Connect shall be immediately released from its duties, 5 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ rights, obligations and liabilities under this Agreement. 10. Dispute Resolution Except where necessary to seek injunctive relief to prevent or enjoin loss or harm to Intellectual Property, any dispute arising out of or relating to this Agreement shall be subject to mandatory confidential mediation for a period of up to thirty days, unle ss extended mutually by the Parties, by a neutral third-party mediator acceptable to both Parties. Any dispute not resolved by such mediation, arising out of or relating to this Agreement shall be subject to final and binding arbitration under the then-current Commercial Arbitration Rules of the American Arbitration Association; provided that the arbitrator(s) shall be neutral and shall be chosen from a panel of arbitrators knowledgeable in the business of electronics manufacturing. The arbitration shall be he ld in Los Angeles, CA, unless otherwise mutually agreed by the Parties. The arbitrator(s) shall not have the power to award punitive or exemplary damages, or any damages which are disclaimed or waived in this Agreement. The decision and award of the arbitrator(s) shall be final and binding, and the award so rendered may be entered in any court having jurisdiction thereof. Where it is necessary for a Party to seek injunctive relief to prevent or enjoin immediate and irreparable loss or harm to Intellectual Property, EV Connect and Charging Site Host hereby irrevocably and unconditionally submit to the jurisdiction of the courts of the State of California or the United States District Court for the State of California and all courts competent to hear any appeal therefrom. Nothing contained herein shall be deemed to waive arbitration for any claim other than injunctive relief to the sole extent described herein. 11. Notices All notices given under this Agreement (each, a "Notice") shall be in writing and delivered to the addresses listed above of the parties as applicable, by one or more of the following methods, (i) given by certified mail, postage prepaid, return receipt requested, and is deemed given on the third (3rd) business day after the date of posting in a United States Post Offic e, (ii) given by a nationally recognized overnight courier and is deemed given one day after delivery to the overnight courier, or (iii) given by personal delivery and is deemed given upon receipt by the notified party. At any time, either party may designate in writing to the other party a different notice address. 12. Changes This Agreement cannot be modified or amended except by a written instrument signed by both of the Parties. 13. Waiver No waiver by either Party of any breach, default or violation of any term, warranty, representation, agreement, covenant, condition or provision of this Agreement will constitute a waiver of any subsequent breach, default or violation of the same or other term, warranty, representation, agreement, covenant, condition or provision of this Agreement. 14. Assignment This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their respective successors, and permitted assigns. This Agreement may be assigned by either party only with the prior written consent of the non-assigning party, which consent shall not be unreasonably withheld or delayed, except the rights and obligations of either party may be assigne d to another entity in connection with reorganization, merger, consolidation, acquisition, divestiture, or other restructuring. Any assignment which does not satisfy the requirement of the preceding sentence shall be null and void. 15. Survival Of Obligations And Liabilities Termination of this Agreement shall not relieve either party of any obligation under this Agreement which expressly or by implication survives termination of this Agreement including its obligations under the following section headings: Limitation of Liability, Governing Law, and Dispute Resolution. The invalidity, illegality or unenforceability of any one or more provisions of this Agreement will not affect or impair the validity, legality or enforceability of the remaining provisions, which will remain i n full force and effect. 16. Entire Agreement, Relationship This Agreement and the attached Exhibits and Rider contains the entire agreement and understanding between the parties relative to the subject matter herein, and supersedes any prior agreements and understandings between the parties relating to such subject matter, whether verbal or written. This Agreement may be executed in one or more counterparts each of which 6 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ shall be deemed an original, but all of which shall constitute one and the same document. The parties agree that signatures transmitted by facsimile or e-mail (electronically scanned) shall be binding as if they were original signatures. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. EV Connect, Inc. Charging Site Host By: By: Name: Jaime Duyck Name: Dominic Lazzaretto Title: Director of Sales Title: City Manager Date: 11/14/2018 Date: APPROVED AS TO FORM: By: ________________________________ Stephen P. Deitsch City Attorney Attachments: Exhibit A: EV Connect Overview Exhibit B: Installation Addresses for the Site Exhibit C: Warranty and Maintenance of EVSEs And Network License Exhibit D: Scope of Work (which will contain a quote for Charging Site Host’s acceptance in the event of excess installation costs) Exhibit E: EVSE Spec Sheet The Rider 7 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ EXHIBIT A EV Connect Overview [See attached PDF] 8 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ EXHIBIT B Installation Addresses for Site (To be completed by EV Connect) EVSE Location #1: City of Arcadia City Hall Number of EVSE’s: Qty: (2) BTCPower Dual Port Pedestal Installation Address: 240 W. Huntington Drive City, State, Zip: Arcadia, CA 91007 Electrical Utility serving this location: SCE EVSE Location #2: City of Arcadia Public Library Number of EVSE’s: Qty: (2) BTCPower Dual Port Pedestal Installation Address: 20 W. Duarte Road City, State, Zip: Arcadia, CA 91007 Electrical Utility serving this location: SCE EVSE Location #3: City of Arcadia Public Works Number of EVSE’s: Qty: (2) BTCPower Dual Port Pedestal Installation Address: 11800 Goldring Road City, State, Zip: Arcadia, CA 91007 Electrical Utility serving this location: SCE Special Instructions, if applicable (e.g., cellular repeater installation required, etc.) 9 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ EXHIBIT C Warranty and Maintenance of EVSEs And Network License 1. Parties. Charging Site Host acknowledges and agrees that (i) Sponsor has agreed to assume financial responsibility for (a) the warranties and maintenance (“Warranty”) and (b) the EVSE Network (“Network License”), provided in connection with the EVSEs until the expiration of the Electric Vehicle Charging Site Host Agreement (“Agreement”) on December 31, 2026, (ii) in the event that Sponsor breaches its financial commitment by failing to pay for a Warranty or Network License renewal, EV Connect shall provide Charging Site Host the option of renewing the Warranty and Network License, which option must be accepted within thirty (30) days of notice, and (iii) in the event that Charging Site Host fails to renew the Warranty or Network License pursuant to subsection (ii), all warranties shall immediately expire, the license to use the Network shall immediately expire, and all maintenance requests shall be subject to reasonable service fees. 2. Term of Warranty. The warranty on the EVSEs shall be in effect for a period of three (3) years unless extended by the Sponsor or Charging Site Host. Renewals shall be for three-year terms, or for any shorter portion thereof to accommodate for the December 31, 2026 expiration of the Agreement. The warranty period for any spare parts is co- terminus with the warranty period for the EVSEs. The warranty period for refurbished or repaired parts shall end ninety (90) days after the date of the shipment of such parts. 3. EVSEs Warranty. a. Warranty Coverage. EV Connect warrants to Charging Site Host that EVSEs shall be delivered free of defects in design, material, and workmanship; be merchantable and fit and sufficient for the particular purpose intended by Charging Site Host; and shall conform in all material respects to all applicable laws and regulations in force at the time the EVSEs are delivered (the “EVSEs Warranty"). b. Warranty Exclusions. This EVSEs Warranty does not apply to defects resulting from alteration or modification by Charging Site Host, improper storage or operation by Charging Site Host, failure to maintain by Charging Site Host, vandalism, abuse, unauthorized relocation of EVSEs, installation of unauthorized software or firmware, driver misuse or damage, and events due to force majeure. c. Remedies for Non-Conformity. If a non-conformity to the foregoing EVSEs Warranty is discovered during the applicable warranty period, written notice of such non-conformity shall be promptly provided to EV Connect prior to the expiration of the warranty period. The EVSEs shall be promptly repaired following receipt of such written notice. If any portion of the EVSEs so repaired or replaced by EV Connect fai ls to conform to the foregoing EVSEs Warranty, written notice of such non-conformity shall be provided to EV Connect prior to expiration of the warranty period or thirty (30) days from completion of such repair or replacement, whichever is later. The EVSEs shall be promptly re-repaired or replaced as appropriate. The warranty period shall not be extended. d. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 3, EV CONNECT MAKES NO WARRANTY WITH RESPECT TO THE PERFORMANCE OF THE CHARGING STATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EV CONNECT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS BY THE CHARGING STATIONS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EV CONNECT DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF CHARGING STATIONS. e. Exclusive Remedies. THE REMEDIES CONTAINED IN SECTION 3 ARE CHARGING SITE HOST’S SOLE AND EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR REMEDIES THAT CHARGING SITE HOST MAY HAVE AGAINST EV CONNECT WITH RESPECT TO NON-CONFORMANCE OF THE CHARGING STATIONS. 10 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ 4. Repair and Maintenance. a. Preventative Maintenance. During the term of the warranty coverage, routine maintenance shall be provided by EV Connect according to the EVSEs manufacturers’ instructions. b. Corrective Maintenance Within Warranty Period. For Charging Site Host maintenance requests that occur within the term of the warranty coverage, EV Connect shall provide the requested maintenance within three (3) business days of its receipt of any necessary replacement parts from the manufacturer. c. Corrective Maintenance After Expiration of Warranty Period. For Charging Site Host maintenance requests that occur outside of warranty coverage, so long as financial responsibility has been affirmed by Sponsor or Charging Site Host, EV Connect shall provide the requested maintenance within three (3) business days of its receipt of any necessary replacement parts from the manufacturer. d. Event-Driven Maintenance. Any maintenance that is required due to vandalism, theft, or any damage that is caused by Charging Site Host or a third party (“Event-Driven Maintenance”) shall be the responsibility of the Charging Site Host. Charging Site Host shall maintain appropriate levels of insurance on the EVSEs. Should Charging Site Host not authorize EV Connect to perform Event-Driven Maintenance, EV Connect’s responsibility for maintaining the operation of the EVSEs shall terminate until such time as Charging Site Host authorizes the Event-Driven Maintenance. For the purpose of clarity, Charging Site Hosts shall bear all financial responsibility that is connected with any Event-Driven Maintenance requests or requirements. Event-Driven Maintenance shall be performed within three (3) business days of EV Connect’s receipt of the necessary replacement parts from the manufacturer. 5. Network License. The Network services are described in the EV Connect Overview brochure attached as Addendum 1. 6. Customer Support. Warranty and maintenance requests may be initiated seven (7) days per week, 24 hours per day at the following number: (888) 780-0062. 11 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ EXHIBIT D Scope of Work City Hall 12 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ EXHIBIT D Scope of Work Public Library 13 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ EXHIBIT D Scope of Work Public Works 14 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ EXHIBIT E EVSE Spec Sheet 15 Electric Vehicle Charge Station Site Host Agreement (Electrify America) EV Connect Initial __JD___ Charging Site Host Initial _____ Site Host Agreement Rider This Contract Rider (the “Rider”) to EV Connect Electric Vehicle Charge Station Site Host Agreement (the “Agreement”) referencing Electrify America is attached to and hereby incorporated into the Agreement in its entirety. Terms used in this Rider are defined in the Agreement, unless otherwise specifically described in this Rider. This Site is part of a program made possible through an investment by Electrify America, LLC (“Sponsor”). The following terms are applicable: 1. Overview. Sponsor has provided funding for the electric vehicle service equipment (EVSEs), installation, network services, and ongoing warranty/maintenance of the EVSEs. 2. Provision of Equipment & Services. EV Connect agrees to: a. Provide Level II (240 VAC) charge stations (EVSEs) for Charging Site Host use; b. Provide installation of EVSEs through sub-contractors; c. Provide an EV charging management platform/network to manage all aspects of the charging experience; d. Provide training on how to use the EV Connect’s management platform; and e. Provide on-going warranty support and repair through sub-contractors, for the Term of the Agreement 3. User Fees. a. Usage fees are optional for employee or resident use of charging stations, and are determined by the Charging Site Host. b. If there is no usage fee charged to employees or residents of the Charging Site Host and if charging is open to public access, then users who are not employees or residents of the property may be charged a usage fee (“Public Charging Fee”) for accessing and using the EV charging station. c. The Public Charging Fee, if applicable, is to be mutually agreed between the Charging Site Host and EV Connect and must at least cover the cost of electricity and is comparable to usage fees of nearby public charging infrastructure. 50% of the Public Charging Fee (less the Transaction Fee described below, and any sales tax or other government levies on EV charging usage) will be retained and paid to EV Connect. d. In addition, Charging Site Host shall pay EV Connect a Transaction Fee of 10% with a minimum of $0.50 per transaction for all EV charging transactions with a usage fee. Payment of which will be set off against usage fees collected by EV Connect, or in case of insufficient usage fees, billed separately. 4. Charging Site Host Representation & Warranty. Charging Site Host represents and warrants that no internal or external funding sources, other than pursuant to the Agreement, were considered, committed or likely in order to obtain the equipment and services to be provided under this Agreement. 5. Incentive Ownership. Charging Site Host agrees that any credits, benefits, rebates, refunds, or similar governmental incentives, or the value thereof, resulting from the installation and operation of the EVSEs belong to Sponsor, and Charging Site Host further agrees to cooperate with a request to pursue the same, provided that Charging Site Host shall not be required to bear any out-of-pocket costs in providing such cooperation.