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HomeMy WebLinkAboutItem 5d. Authorize Public Utility Distribution Easements with PG&E for Electric Vehicle Charging Infrastructure on City-Owned Property Item 5d Department: Administration Cost Center: 1005 For Agenda of: 1/9/2023 Placement: Consent Estimated Time: N/A FROM: Greg Hermann, Deputy City Manager Prepared By: Lucia Pohlman, Sustainability and Natural Resources Analyst SUBJECT: PUBLIC UTILITY DISTRIBUTION EASEMENT AGREEMENTS WITH PACIFIC GAS AND ELECTRIC COMPANY FOR ELECTRIC VEHICLE FAST CHARGER INFRASTRUCTURE ON CITY-OWNED PROPERTY RECOMMENDATION Authorize the City Engineer to execute Public Utility Distribution Easement Agreements with Pacific Gas and Electric Company in a final form satisfactory to the City Attorney, to enable the installation of electric vehicle fast chargers on City-owned parking lots. POLICY CONTEXT On August 19, 2020, City Council approved the City’s Climate Action Plan for Community Recovery, and adopted Resolution 11159 (2020 Series), which includes the goal of carbon neutrality by 2035 and a transportation sector goal to achieve 40 percent of vehicle miles traveled by electric vehicle (EV) by 2030. On December 13, 2022, City Council adopted the 2023-2027 Climate Action Work Program (CAP Volume 3), which directs staff to “Enable the installation of publicly accessible EV chargers on public property to meet community need” (Connected Community Pillar, Task 6.1.A). This City of San Luis Obispo’s policies and procedures for real property acquisition and disposal are found in Section 475 of the Financial Management Manual, which further incorporates City Charter Article IX, Section 906, and City Council Resolution No. 10052 (2009 Series). DISCUSSION Background In support of the Council’s adopted goals and CAP Volume 3, staff has been pursuing a no-cost approach to deploying public EV charging infrastructure at strategic City-owned locations. The recommended action is required for PG&E to deliver power to EV chargers on City-owned parking lots, as previously authorized and further described below. Page 105 of 581 Item 5d On May 3, 2022, the City issued a Request for Proposals (RFP) for a qualified vendor to deploy EV charging infrastructure on City property. On July 19, 2022, City Council authorized the City Manager to enter into an Agreement with ChargePoint to develop no- cost deployment of public EV chargers and related infrastructure on City Property, as well as a no-cost license agreement with the City’s chosen owner and operator of ChargePoint EV charging infrastructure. Upon completion of site walks and proposal solicitation, staff selected Valta Clean Fuels & Infrastructure LLC as the preferred owner and operator for ChargePoint’s charging infrastructure. On April 4, 2023, the City Manager executed a no - cost License Agreement with Valta (Attachment A). EV Charging Project Description Pursuant to the License Agreement, Valta designed and permitted EV charging infrastructure for installation at four City-owned parking lots. At each parking lot location, Valta proposes installing four DCFC ChargePoint Express 250 charging stations. The locations are: 1. Calle Joaquin Park & Ride. 2. Johnson Park Parking Lot. 3. Santa Rosa Park Parking Lot. 4. Amtrak Train Station Parking Lot. PG&E Easement Requests To energize the EV charging stations, electrical infrastructure upgrades must be completed by Pacific Gas and Electric (PG&E) at all four sites. Consequently, PG&E has requested that the City execute Public Utility Distribution Easements for three sites (Attachments B, C, and D). As Calle Joaquin Park & Ride is located in the public right of way, PG&E’s work at that site falls under the City’s existing Franchise Agreement with PG&E. Staff is requesting City Council to delegate authority to the City Engineer to enter into the attached PG&E easements, in a final form satisfactory to the City Attorney. Staff additionally requests City Council to delegate authority to the City Engineer to enter into a fourth Public Utility Distribution Easement of substantially the same form for the fourth Calle Joaquin Park & Ride site, should the City and PG&E deem it necessary. In support of upgrading PG&E’s electrical infrastructure to energize the EV chargers, these easements grant PG&E the right to construct, replace, maintain, and inspect the defined easement area at each City site for public utility purposes, including, but not limited to electric, gas, and communication facilities. Further, in executing the easement the City agrees not to place or construct any building or structure within the agreed upon easement areas. Previous Council or Advisory Body Action  August 18, 2020: City Council adopted the Climate Action Plan for Community Recovery, which includes the goal of carbon neutrality by 2035 and a transportation sector goal for electric vehicles to account for 40 percent of vehicle miles traveled by 2030. Page 106 of 581 Item 5d  July 19, 2022: City Council authorized the City Manager to enter into an Agreement with ChargePoint to develop no-cost deployment of public electric vehicle chargers and related infrastructure on City Property, as well as a no-cost license agreement with the City’s chosen owner and operator of ChargePoint electric vehicle charging infrastructure.  December 13, 2022: City Council adopted the 2023-2027 Climate Action Work Program, which directs staff to “Enable the installation of publicly accessible EV chargers on public property to meet community need”. Public Engagement This is an administrative action required to implement the previously approved EV charging infrastructure project. Community feedback can be provided via agenda correspondence and in person at the City Council meeting. CONCURRENCE The Public Works, Parks and Recreation, and Police Departments have all provided their concurrence with the installation of EV fast chargers at the four site locations. ENVIRONMENTAL REVIEW Entering into the recommended easement agreements is not considered a Project under the California Environmental Quality Act, Section 15378. FISCAL IMPACT Budgeted: N/A Budget Year: N/A Funding Identified: N/A Fiscal Analysis: Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost General Fund - - - - State - - - - Federal - - - - Fees - - - - Other: - - - - Total $0 $0 $0 $0 This recommended action does not represent a new fiscal impact. Page 107 of 581 Item 5d ALTERNATIVES Council may request further clarification or request changes to the easement agreements. This action is not recommended by staff because executing the PG&E easements is required for electric utility connections for the public-facing EV chargers. ATTACHMENTS A - Executed License Agreement with Valta B - Draft Utility Distribution Easement for Johnson Park Parking Lot C - Draft Utility Distribution Easement for Santa Rosa Park Parking Lot D - Draft Utility Distribution Easement for Amtrak Parking Lot Page 108 of 581 PAGE 1 ELECTRIC VEHICLE CHARGING STATION LICENSE AGREEMENT This Electric Vehicle Charging Station License Agreement (the “Agreement”), dated as of __________, 2023 (the “Effective Date”) is between Valta Clean Fuels & Infrastructure, LLC, a Delaware limited liability company (“Operator”) and the City of San Luis Obispo, a California charter city and municipal corporation (“Host” or “City”). Each of Operator and Host is a “party,” and together they are “parties” to the Agreement. WITNESSETH: WHEREAS, on August 19, 2020, City Council approved the City’s Climate Action Plan for Community Recovery, and adopted Resolution 11159 (2020 Series), which includes the goal of carbon neutrality by 2035 and a transportation sector goal to achieve the General Plan mode split objective by 2030 and 40 percent of vehicle miles traveled by electric vehicle (EV) by 2030; and WHEREAS, in support of the transportation sector goal to achieve 40 percent of vehicle miles traveled by electric vehicle by 2030, staff is pursuing a streamlined, no-cost approach to deploying public electric vehicle charging infrastructure at strategic locations; and WHEREAS, having Electric Vehicle Charging Stations allows Host to differentiate its location and promote sustainable and environmentally-sound transportation within the City; and WHEREAS, on May 6, 2022, the City issued a Notice Requesting Proposals for Community Electric Vehicle Charging Infrastructure Deployment (#225-001) (RFP) (Exhibit 1); and WHEREAS, the City selected and accepted ChargePoint’s proposal (Exhibit 2), which included developing the project scope for electric vehicle charging deployment, conducting site assessments, preparing design packages, and managing a process by which the City can select a long-term third- party owner and operator of ChargePoint’s electric vehicle chargers; and WHEREAS, Operator was selected as the owner and operator of ChargePoint’s electric vehicle chargers and related services, and has submitted a written proposal to do so, which has been accepted by the City; and WHEREAS, the Operator provides a variety of vehicle charging and support services to owners of electric plug-in vehicle (“EVs”); and is qualified to perform the services sought by the City; and WHEREAS, the City Council authorized the City Manager execute the agreement on July 19th, 2022; and WHEREAS, this Agreement sets forth the parties’ agreement with respect to Host’s grant of the License to Operator. NOW, THEREFORE, in consideration of the mutual benefits and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. LICENSE 1.1. Host Property. The Host is the owner of the property described in Exhibit 3, attached hereto, and incorporated herein by reference (the “Host Property”). 1.2. Grant of License. Host grants to Operator a license (the “License”) to use a certain portion of Host Property specifically identified in Exhibit 3 and herein referred to as the “Licensed Space” for the purposes described in this Agreement, including but not limited to those described in Section 3 below, for the Term of the Agreement subject to the terms and conditions set forth herein.                 Page 109 of 581 PAGE 2 1.3. License Fee. The License provided to Operator pursuant to this Agreement shall be for a $0 fee to Operator unless otherwise mutually agreed to by both parties in writing. 1.4. Use of Licensed Space. The License includes use of the Licensed Space and areas of the 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 in Section 3.1.1), for the purposes of the construction, installation, maintenance, repair and operation of the Electric Vehicle Charging Stations by Operator 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 Operator, 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 last Electric Vehicle Charging Station is operational on the Host Property. 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 Operator 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. 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 Operator, in the event that the Commencement Date has not yet occurred; and 2.2.1.2. In the case of termination by Host, subject to Section 8.9, in the event the construction of at least one of the Electric Vehicle Charging Stations listed in Exhibit 3 (“Construction Start Date”) has not started within twelve (12) months following the Effective Date; provided that the foregoing right shall terminate upon the Construction Start Date. In the event of unforeseen delays, the Host may request a six (6) month extension which will be granted in the City’s reasonable discretion. 2.2.1.3. As to a specific location listed in Exhibit 3, if construction has not yet started for that location, Operator or the Host may forgo development of an Electric Vehicle Charging Station upon mutual agreement by the Host and Operator. 2.2.1.4. In the event that the Operator has not completed construction of all New Electric Vehicle Charging Stations that are listed in Exhibit 3 on the Effective Date, or as otherwise agreed pursuant to this section, within 2 years of the Construction Start Date of the first charging station.            Page 110 of 581 PAGE 3 2.2.2.For Cause. This Agreement may be 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, unless the nature of the nonperformance is such that the Host and the Operator agree in writing that greater than thirty (30) days is required for its cure. In that instance this Agreement may not be terminated if such party commences to cure such breach within said thirty (30) day period and, thereafter, diligently pursues such cure to completion. Host may, at any time after the initial 30 day period, provide written notice of Operator’s failure to diligently pursue cure and, if not resolved to Host’s satisfaction, Host may terminate this Agreement 10 days following the last written notice. 2.2.2.2.Assigns. Immediately if the other party attempts to assign or otherwise transfer its rights, obligations, or duties under this Agreement except as provided in Section 8.5 below. 2.2.2.3.Insolvent. The other party becomes insolvent, or proceedings are instituted by or against it under any provisions of any federal or state bankruptcy or insolvency laws. 2.2.3. Notwithstanding the above, in the absence of any breach of this Agreement by Operator, Host shall have the right unilaterally to terminate or reasonably modify this Agreement, in whole or part, with two (2) months’ prior written notice to Operator if (a) the Host sells or transfers the Property and termination of this Agreement is an express condition to such sale or transfer; or (b) the San Luis Obispo City Council formally determines via vote that the Property is required for a public project or another public purpose; provided, however, in the event Host terminates under (a) or (b) of this Section 2.2.3, Host shall pay Operator the depreciated, prorated net value of all Electric Vehicle Charging Stations and associated equipment installed by Operator as of the date of such termination, as determined by ChargePoint, or as otherwise determined, pursuant to the process set forth in Section 3.3.1. 2.2.4. Licensed Space on Termination. Within sixty (60) calendar days following the expiration of the Term or Termination under Section 2.2, Operator shall remove, at its sole cost and expense, the Electric Vehicle Charging Stations and any other supporting or ancillary equipment installed by Operator 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, Operator 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, upon termination by Host for convenience and without Operator breach, as contemplated in Section 2.2.2.3.1 or upon Operator insolvency pursuant to Section 2.2.2.3, subject to the security interest or any rights of Operator’s Financing Parties, 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            Page 111 of 581 PAGE 4 that by their nature survive or may require performance after termination (e.g., indemnity or removal and restoration obligations). 3. ELECTRIC VEHICLE CHARGING STATIONS 3.1. Electric Vehicle Charging Stations; Ancillary Facilities. 3.1.1. The design, make, model, and manufacturer of the new electric vehicle charging stations to be installed by Operator (“New Electric Vehicle Charging Stations”) and the Existing Electric Vehicle Charging Stations set forth in Section 3.3 below within the Licensed Space (New Electric Vehicle Charging Stations and Existing Electric Vehicle Charging Stations each an “Electric Vehicle Charging Station” or “Charging Station”) and their number and approximate locations are specified in Exhibit 3. This includes both Direct Current Electric Vehicle Charging Stations (“DCFC” or “DC Fast Chargers”) and Level II Alternating Current (“Level II”) Electric Vehicle Charging Stations. Any additional charging stations installed on Host Property shall be pursuant to further agreement or amendment to this Agreement between the parties. Operator, 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 written permission, not to be unreasonably withheld, conditioned or delayed, and Host, if it grants such requested permission, shall provide Operator 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 for the stations, all Operator signage and all supporting equipment and structures, including without limitation concrete pads and protective bollards. 3.2. Amendments to Exhibit 3. As outlined in Section 3.1.1, Host and Operator may mutually amend this Agreement in writing for additional DCFC or Level II Electric Vehicle Charging Stations. Any such amendment will include the type, location and number of any such additional Electric Vehicle Charging Stations which Operator will operate and maintain in the same manner and under the same terms as this Agreement. 3.3. Transfer of Ownership of Existing City-Owned ChargePoint Electric Vehicle Charging Stations. The Host and Operator shall execute a separate bill of sale and assignment and assumption agreement whereby Operator shall assume ownership of the nineteen (19) Level II Electric Vehicle Charging Stations located in the Marsh Street Parking Garage (871 Marsh St, San Luis Obispo, CA 93401) (“Existing Electrical Vehicle Charging Stations”) (“Bill of Sale”) The Parties shall mutually agree on a time and date in which the closing of the Bill of Sale shall take place and further agree to execute any other reasonable and customary documents to effectuate this transfer of ownership. For the avoidance of doubt, the Licensed Space includes the Existing Electrical Vehicle Charging Stations found in Exhibit 3 and all terms of conditions herein shall apply to the Existing Electrical Vehicle Charging Stations, including but not limited to Operator’s obligation to operate and maintain said stations. 3.3.1. At the time of transfer of ownership, ChargePoint, a qualified third party and manufacturer of the Level II Electric Vehicle Charging Stations, will appraise the value of the existing equipment as well as identify the cost of any necessary repairs or refurbishment to the Electric Vehicle Charging Stations. Host will prorate the net value of the Existing Electric Vehicle Charging Stations to Operator upon transfer of ownership and Operator shall pay Host the prorated net value of the Existing Electrical Vehicle Charging Stations on the closing date specified in the Bill of Sale, subject to Host’s right            Page 112 of 581 PAGE 5 to obtain a qualified third-party appraisal in the event the Parties disagree on ChargePoint’s valuation 3.3.2. Operator may, with Host’s prior written approval, not to be unreasonably withheld, conditioned or delayed, replace the Existing Electrical Vehicle Charging Stations, which are Level II Electric Vehicle Charging Stations, with DCFC Electric Vehicle Charging Stations at the Marsh Street Parking Garage at Operator’s sole cost and expense. 3.4. Additional Services. Operator 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 Operator may elect to offer its customers from time to time during the Term. Additionally, Operator 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. 3.5. Aesthetics. Operator shall work in good faith with Host staff to develop agreeable aesthetics of the chargers and ancillary equipment reasonably consistent with the aesthetic guidelines of the site. This may include consistency with the Sustainable SLO mark and brand identity, color of charger graphics or painted color of electrical panels, boxes, or conduit. If any landscaping or other public property is damaged or removed in the installation of Electric Vehicle Charging Stations and related infrastructure, Operator shall repair any impacted landscaping or other public property to the same or better condition as was existing prior to the occurrence of the damage. 3.6. Operator Access. Operator, 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. Operator 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. 3.7. Host Inspection. Host shall at all times have the right to inspect the work being done under this Agreement and Operator shall furnish Host with every reasonable opportunity and assistance required for Host to ascertain that the services of the Operator are being performed in accordance with the requirements and intentions of this Agreement. All work done, and all materials furnished, if any, shall be subject to the Host’s inspection and approval provided that such approval is consistent with the plans and permits for the installation of the Electric Vehicle Charging Stations. The inspection of such work shall not relieve Operator of any of its obligations under the Agreement. 3.8. Funding. Either party, in its sole and absolute discretion, may apply for additional funding to offset in part or in full the installation of Electric Vehicle Charging Stations and related infrastructure on Host property and each party agrees to cooperate with any such financing, including the execution of commercially reasonable and customary consent to collateral assignments, SNDA, or other documents related thereto. 3.9. Installation. 3.9.1. Operator shall, at its sole cost and expense, be solely responsible for supervising or conducting the design, engineering, permitting, construction and installation activities for the Electric Vehicle Charging Stations, including both DCFC Electric Vehicle Charging Stations and Level II Alternating Current Electric Vehicle Charging Stations in compliance with all applicable state and local regulations and standards, including but not limited            Page 113 of 581 PAGE 6 to the City of San Luis Obispo’s current Standard Specifications and Engineering Standards. 3.9.2. Operator 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, Operator 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 due to the negligence or willful misconduct of Host. Following the installation, Operator shall activate and test the Electric Vehicle Charging Stations. 3.9.3. Before beginning activities to install the Electric Vehicle Charging Station in the Licensed Space, Operator shall give a copy of the tentative construction schedule, installation plans, Electric Vehicle Charging Station specifications, and locations to Host for its approval. No work will begin until approvals, which will not be unduly conditioned, withheld or delayed, by the Host and all applicable permits and certifications have been obtained; provided, however, Host will endeavor to review the application for the foregoing items within ten (10) business days following Host’s receipt of complete applications from Operator. Once all insurance coverages required by this Agreement are in place, Operator will oversee and manage the installation of the Electric Vehicle Charging Station, including the hiring and coordination of all vendors and contractors; the installation of electrical equipment, utility lines, hardware, and software; site preparation, trenching, repaving, and landscaping; and installation of all signage. 3.9.4. Operator 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 Operator’s efforts to do so. 3.9.5. Host grants to Operator and its employees and vendors the non-exclusive right to use and occupy the Licensed Space and Host Property for the pre-construction planning, construction lay down, construction and installation of the Electric Vehicle Charging Stations, and any reasonable maintenance, repair and replacement of the Electric Vehicle Charging Stations which are needed throughout the Term 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. Operator shall ensure that, subject to reasonable and unavoidable interruptions, all work is performed in a manner that affords continuous, reasonable access to Host Property and shall provide and install suitable safeguards, approved by the Host, to protect Host property from injury or damage. If Host property is injured or damaged resulting from Operator’s operations, it shall be replaced or restored at Operator’s expense. The Host’s facilities            Page 114 of 581 PAGE 7 shall be replaced or restored to a condition as good as when the Operator began the work pursuant to this Agreement. 3.9.6. Operator 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, Operator shall remove or submit an application for a bond that, once issued, will bond over such lien at Operator’s sole cost and expense, within twenty (20) days of Operator receiving written notice thereof from Host. 3.9.7. Operator 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, Operator agrees to fully comply with such Prevailing Wage Laws. Operator 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 Operator 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, Operator and all contractors performing such services must be registered with the Department of Industrial Relations. Operator 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 Operator’s sole responsibility to comply with all applicable registration and labor compliance requirements. 3.9.8. Within the time period set forth in this Agreement and prior to commencing the Work on the Project , the Operator or its designated contractor shall file with the Host a good and sufficient labor and material payment bond (Payment Bond) and performance bond (Performance Bond) in the amount of one hundred percent (100%) of the cost of installation of the Electric Vehicle Charging Stations, in accordance to Section 3-1.05 of the City of San Luis Obispo’s Standard Specifications and Engineering Standards. The Payment Bond shall remain in effect until Acceptance of the Work and payment of all stop notices and claims by the Operator and its Subcontractors have been satisfied. The Performance Bond shall remain in effect and assure faithful performance of all the Operator’s obligations under this agreement, including, without limitation, all obligations that survive Final Completion or termination, such as, but not limited to, the Operator’s warranty period, which shall be one (1) year, commissioning, and indemnity obligations. 3.9.9. Operator shall be allowed to install Battery Energy Storage Electrical Vehicle Charging Station and Existing Electric Vehicle Charging Stations (“BESS”) in conjunction with            Page 115 of 581 PAGE 8 Electric Vehicle Charging Stations solely at Operator’s expense, unless amended by this Agreement, for ancillary services. 3.10. Operation and Maintenance. Except as otherwise provided in this Agreement, Operator 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. Host acknowledges that Operator may retain the services of one or more third-parties to fulfill its duties set forth in this Section 3.11; provided, however, Operator shall remain responsible for all such obligations in this Section 3.11. 3.10.1. Operator shall regularly provide inspection services to ensure all equipment is properly checked, tested, and activated for safe and proper operation. In addition to in- person inspection, Operator shall also maintain a subscription to the networked ChargePoint Assure service to remotely monitor the Electric Vehicle Charging Stations for errors or malfunction at all times, as well as provide Host with ongoing access to the ChargePoint Assure platform. 3.10.2. Operator shall address repairs or replacements of non-functioning Electric Vehicle Charging Stations within three (3) calendar days of notice of such issues. Operator shall provide email updates to the Host upon detection of issue, scheduling of in-person repairs, and resolution of the issue. 3.10.3. Operator 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, which materially impacts the operation of the Electric Vehicle Charging Stations shall be repaired by Operator at Operator’s sole cost and expense, to the condition that existed before the damage. Operator shall also maintain the physical appearance of the structures free from visual blight, including but not limited to graffiti and other significant nuisance damage, at operator’s sole expense. Host shall give Operator notice of any instances of physical blight or other significant nuisance damage requiring maintenance and Operator shall have ten (10) business days following receipt of such notice to reasonably address the same. 3.11. Charging Fee Structure. Operator in its sole discretion shall determine all fee structures and rates associated with utilization of the Chargers as provided in this section. These fee structures and rates may include, but shall not be limited to: x Session fees (flat or minimum fee); x Charging fees (cost per kWh fee); x Idle times (grace period allowing user to remain in parking space after charging is completed without an idle fee); x Idle fees (cost per minute after idle time has been surpassed); and x Any other fees or payments associated with the operation of the Electric Vehicle Charging Stations imposed for normal charger operation by an authority having jurisdiction, such as a state or federal agency, which are not assigned on the charger’s utility bill or is otherwise excluded in the blended rate calculation, such as an EV charging excise tax.            Page 116 of 581 PAGE 9 x Operator’s fee structure and rates may also include membership fees, which are monthly or yearly fees that either reduce energy fees, reduce or eliminate session fees, or any combination thereof. Fee structures and rates will be divided by charger user type, which are those Electric Vehicle Charging Stations used by any member of the public, which is not a Host Fleet User (“Public User”) and those Electric Vehicle Charging Stations used by Host employees during the operation of Host-owned electric vehicles (“Host Fleet Users”) Operator, in its sole discretion, also may further delineate the fees by charger type (DCFC and Level II). 3.11.1. Charging Fees 3.11.1.1. Session Fee. Public Users of Electric Vehicle Charging Stations shall have a session fee no more than $1 on Level II chargers and $2 on DCFC chargers. Host Fleet Users shall have no session fees at Electric Vehicle Charging Stations. 3.11.1.2. Charging Fees. Public Users of Electric Vehicle Charging Stations will be charged a charging fee per kWh of energy used based on the then existing energy rate (“Charging Fee”). Host Fleet Users shall pay a discounted Charging Fee as set forth in Exhibit 4, so long as the Host Fleet Users charge with a fleet charger point RFID account and are charging a City fleet vehicle; provided, however, in no event shall the Charging Fee for Host Fleet Users be less than Operator’s cost to purchase the energy from the local utility. In the event the applicable Charging Fee for Host Fleet users is less than Operator’s cost to provide said energy, then Operator may revise Exhibit 4 upon reasonable written notice to Host and verified documentation with an explanation for the revision 3.11.1.2.1. Upon request by Host, which shall occur no more than time per quarter in a given year of the Term, Operator shall provide the Host a summary of the average energy price for all publicly available chargers of similar types, and in a similar location (“Average Energy Price”). If the Operator’s Charging Fee exceeds 115% of the Average Energy Price, the Operator must adjust the Charging Fee for the Electric Vehicle Charging Stations downward to reflect the Average Energy Price then existing. 3.11.1.3. Idle Time. Publicly accessible chargers may have idle time set by Operator provided that DCFC Charger idle time shall be set no less than 15 minutes and Level II Charger idle time shall be set no less than 30 minutes. Operator shall allow qualified customers and vehicles, including but not limited to Host fleet vehicles, to charge between the hours of 10:00pm and 6:30am on publicly accessible Level II Chargers without idle fees. The Host shall qualify participating individuals and vehicles and has the sole right to determine qualifications and participation. Host will make best efforts to discourage fleet idle time at charging stations to encourage higher utilization of the charging stations. 3.11.1.4. Idle Fees. Publicly accessible chargers shall have idle fees set by Operator provided that DCFC Charger idle fees shall be set to no more than $.50 per minute, and Level II Charger idle fees shall be set to no more than $.25 per minute. These fees may be reset at the time of energy fee setting, and maximum limit may be increased consistent with the Los Angeles area Bureau of Labor Statistics consumer price index adjustment. 3.12. Charger Interface Language. Operator shall provide all user operational instructions and user interfaces associated with the Electric Vehicle Charging Stations, either physical or digital, in English and Spanish, and may provide options for more languages at its discretion.            Page 117 of 581 PAGE 10 3.13. Host Obligations. Host shall, at its sole cost and expense 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 repaving and restriping, and maintenance and repair of curbs, gutters and landscaping existing features within the Licensed Space. In addition, Host shall take reasonable precautions to protect the Electric Vehicle Charging Stations 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 Operator within the Licensed Space. To the extent Host has actual knowledge of the same, Host shall promptly notify Operator and, as appropriate, emergency response personnel regarding any malfunction of the Electric Vehicle Charging Stations. Host shall make commercially reasonable efforts to accommodate any reasonable request by Operator in connection with the operation of the Charging Station. 3.14. Utility Availability. 3.14.1. Operator shall be responsible, at its sole cost and expense, for all electricity and other utility costs of the Electric Vehicle Charging Stations. Operator shall, at its sole expense, either (i) ensure that the Electric Vehicle Charging Stations contain separately-metered electricity with Operator 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 Operator 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. 3.14.2. Host shall cooperate with Operator 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 Operator associated with the provision of such utilities. 3.14.3. Neither Host nor Operator 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. 3.15. Taxes. Operator 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. 3.16. Compliance with Law. Operator 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. Operator shall comply with the prevailing wage provisions of the Labor Code, and the Political Reform Act provisions of the Government Code. 3.17. Skill and Experience. Operator represents and maintains that it is skilled in the professional calling necessary to perform the services required by this Agreement. Operator’s services will be performed in accordance with generally accepted professional practices and            Page 118 of 581 PAGE 11 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. Operator warrants that all employees and contractors shall have sufficient skill and experience to perform the work assigned to them. Operator 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 San Luis Obispo 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 Operator has no right, and shall not obtain any right, in any Host Intellectual Property. 4.1.2. Operator Intellectual Property. The parties agree that, as between them, Operator has and retains ownership of all of Operator Intellectual Property, and Host has no right, and shall not obtain any right, in any Operator Intellectual Property. Operator 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. Operator 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, subject to the Termination provisions set forth in Article 2. 4.2. Ownership of Drawings and Other Documents. All documents prepared by or under the direction of Operator pursuant to this Agreement, including, without limitation, drawings, surveys, technical drawings, specifications, and other documents, including those in electronic format, are solely and exclusively Operator Intellectual Property, and Operator retains all common law, statutory and other reserved rights, including the copyright in such property. Operator grants Host a license to use Operator’s drawings, surveys, technical drawings, specifications, and other documents for the purposes of this Agreement and acknowledges that Host may have legal requirements to maintain such documents for public inspection and/or reproduction or use for public purposes and expressly affirms that such uses shall be authorized and shall not be asserted as a violation of any Operator rights hereunder. 4.3. Publicity.            Page 119 of 581 PAGE 12 4.3.1. Operator and Host may make general press releases and statements, hold press conferences, both through traditional and electronic media, including websites created by Operator 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, which approval shall not be unreasonably withheld. The obligations set forth in this provision do not apply to disclosures required by City’s public transparency and open meeting law obligations, including but not limited to the California Public Records Act and the Ralph M. Brown Act. 4.3.2. Notwithstanding anything to the contrary within this Agreement, Operator may advise mapping services, the manufacturers of vehicle navigation Electrical Vehicle Charging Station and Existing Electric Vehicle Charging Stations, 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 Electrical Vehicle Charging Station and Existing Electric Vehicle Charging Stations; and Operator 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 Operator hereby represents and warrants to the other as of the Effective Date that: (a) it has all necessary power and authority to execute, deliver, and perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action and do not violate any of the terms or conditions of its governing documents, any contract to which it is a party, or any law, rule, regulation, order, judgment, or other legal or regulatory determination applicable to it; (c) there is no pending or, to its knowledge, threatened litigation or administrative proceeding that may materially adversely affect its ability to perform this Agreement; (d) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing; (e) this Agreement constitutes a legal, valid and binding obligation of such party, except as the enforceability of this Agreement may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; and (f) at all times during the Term, it will comply with all federal, state, and local laws, rules, regulations (including, without limitation, all zoning ordinances and building codes) in performing its obligations under this Agreement. 5.2. Rights to Host Property. Permitted Uses on Host Property. 5.2.1. Host further represents, warrants, and covenants that it has obtained or it shall obtain any and all consents, permits or approvals required in order for Host to grant the License and other rights and perform its obligations under this Agreement, and for Operator 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            Page 120 of 581 PAGE 13 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 Operator 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 Operator 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. Operator Insurance. 6.1.1. Operator shall not commence work for the Host until it has provided evidence satisfactory to the Host it has secured all insurance required under Exhibit 5 (Insurance Requirements), attached hereto and incorporated herein by this reference. In addition, Operator 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 Operator, Operator 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 Operator 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 was existing immediately prior to the damage as necessary, and all property insurance proceeds of Host applicable to the Licensed Space shall be made available to Operator in connection with such repair and restoration. If Operator elects to terminate the License, it shall remove all of Operator’s property from the Licensed Space in accordance with Section 2.2.4 of this Agreement. Any repair and restoration required by Operator under this Section 6.2.1 shall commence within sixty (60) days of the date Operator elects to repair and restore the Licensed Space and shall be completed no later than 180 days thereafter.            Page 121 of 581 PAGE 14 6.2.2. Condemnation/Taking. If any portion of the Licensed Space or Host Property is condemned or taken in any manner for a public or quasi-public use that could adversely affect the use of the Electric Vehicle Charging Station, then Operator 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 Operator 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 Operator. Operator 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 until such repair or relocation is completed. 7. INDEMNITY; LIMITATION OF LIABILITY 7.1. Operator. To the fullest extent permitted by law, Operator 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 (Operator’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 Operator of its obligations, representations or warranties under this Agreement, or (ii) any acts, errors or omissions, or willful misconduct of Operator, 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 Operator 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 Operator’s indemnification obligation or other liability under this Agreement. 7.2. Personal Liability. No officer or employee of Host or Operator shall be personally liable to the other party, or any successor-in-interest, in the event of any default or breach or for any amount which may become due to the other party 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. 7.4. Host Indemnification. Subject to Section 7.1, Host shall indemnify, defend and hold Operator, its principals, officers, directors, agents, employees and servants harmless from any bodily            Page 122 of 581 PAGE 15 injury claims suffered by Operator due to the established sole negligence or willful misconduct of Host. 8. MISCELLANEOUS 8.1. Brokers. Operator hereby represents to Host that Operator has dealt with no broker in connection with this Agreement. Operator 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 against Operator 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 Operator and Host. 8.3. Survival of Covenants. The covenants, representations, and agreements of this Agreement 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 delivery carrier, with notice of delivery to the recipient party. Notice given by registered or certified mail or overnight carrier shall be deemed delivered and effective on the date of delivery shown on the return receipt or proof of receipt. For purposes of notice the addresses of the parties shall be as follows: If to Operator: Valta Clean Fuels & Infrastructure, LLC c/o Valta Energy 24941 Dana Point Harbor Drive, Suite C-220 Dana Point, CA 92629 Attn: Legal If to Host: City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 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 and Operator may assign its rights and obligations in and under this Agreement to a Financing Party at any time without consent, subject to compliance with terms and conditions herein and without prejudice to the City’s otherwise applicable rights hereunder. For the avoidance of doubt,            Page 123 of 581 PAGE 16 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 Operator, 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 San Luis Obispo 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. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, delays caused by any governmental or quasi-governmental entity, including but not limited to the governing local electric utility company; governmental prohibitions or regulations including administrative delays outside the control of Operator in obtaining governmental permits and certificates such as building permits, certificates of completion and certificates of occupancy, civil commotions, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform (collectively, a “Force Majeure”), notwithstanding anything to the contrary contained in this Agreement, shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Agreement specifies a time period for performance of an obligation of either party, that time period shall be extended on a day-for-day basis by the period of any delay in such party’s performance caused by a Force Majeure. 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 remedies are given in addition to any other rights a party may have under applicable law, in equity or otherwise.            Page 124 of 581 PAGE 17 8.14. Integration; Amendments. It is agreed and understood that this Agreement contains all agreements, promises and understandings between the parties, and that there are no verbal or oral agreements, promises or understandings between the parties. Any amendment, modification or other change to this Agreement shall be ineffective unless made in a writing signed by the parties hereto. 8.15. Severability. If any term of this Agreement is held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over this subject matter, that contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as reformed to the extent necessary to render valid the particular provision or provisions held to be invalid, consistent with the original intent of that provision and the rights and obligations of the parties shall be construed and enforced accordingly, and this Agreement shall remain in full force and effect as reformed. 8.16. Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect as if all the parties had signed the same document; all counterparts shall be construed together and shall constitute one and the same instrument. The delivery of an executed counterpart to this Agreement by electronic means (including via email) shall be as effective as the delivery of a manually executed counterpart. 8.17. Construction. The headings in this Agreement are inserted for convenience and identification only. When the context requires, the number of all words shall include the singular and the plural. In this Agreement, words importing any gender include the other genders and the words including, includes and include shall be deemed to be followed by the words without limitation. All documents or items attached to, or referred to in, this Agreement are incorporated into this Agreement as fully as if stated within the body of this 8.18. Agreement. The Agreement expresses the mutual intent of the parties to this Agreement and the rule of construction against the drafting party has no application to this Agreement. 8.19. Conflict of Interest. Operator acknowledges that no officer or employee of the Host has or shall have any direct or indirect financial interest in this Agreement nor shall Operator 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. Operator warrants that Operator 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, Operator 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”). Operator 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, Operator certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Operator 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. 9. FINANCING PARTY PROTECTIONS. Host acknowledges that Operator will be receiving financing accommodations from one or more bank, lender, or financing partner (“Financing Parties”) and            Page 125 of 581 PAGE 18 that Operator may sell or assign the Electric Vehicle Charging Stations or this Agreement and/or may secure Operator’s obligations by, among other collateral, a pledge or collateral assignment of this Agreement and a first security interest in the Electrical Vehicle Charging Station (any such agreement, a “Financing Agreement”). In order to facilitate such necessary sale, conveyance, or financing, and with respect to any such Financing Party, Host agrees as follows: 9.1. Consent to Collateral Assignment. Host consents to either the assignment, sale or conveyance to a Financing Party or the collateral assignment by Operator to a Financing Party, of Operator’s right, title and interest in and to this Agreement and, upon request, agrees to execute the consent to collateral assignment attached hereto as Exhibit 6. 9.2. Notices of Default. Host will deliver to the Financing Party, concurrently with delivery thereof to Operator, a copy of each notice of default given by Host under the Agreement, inclusive of a reasonable description of Operator default. Host will also notify the Lender in the event the Operator vacates the Licensed Space. No such notice will be effective against the Financing Party absent delivery to the Financing Party. Host will not mutually agree with Operator to cancel, modify or terminate the Agreement without the written consent of the Financing Party; provided that Financing Party’s consent shall not be required for Host to exercise any of its termination rights under the Agreement. 9.3. Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: 9.3.1. The Financing Party, shall be entitled to exercise, in the place and stead of Operator, any and all rights and remedies of Operator under this Agreement in accordance with the terms of this Agreement and only in the event of Operator’s or Host’s default. The Financing Party shall also be entitled to exercise all rights and remedies of secured parties generally with respect to this Agreement and the Electrical Vehicle Charging Station. 9.3.2. The Financing Party shall have the right, but not the obligation, to perform any other act, duty or obligation required of Operator thereunder or cause to be cured any default of Operator thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Operator under this Agreement or to perform any act, duty or obligation of Operator under this Agreement (unless the Financing Party has succeeded to Operator’s interests under this Agreement), but Host hereby gives it the option to do so. For clarity, should the Host notify the Financing Party of Operator’s default of any obligation under this Agreement, and should Financing Party opt not to cure said default, nothing herein shall preclude Host from exercising any and all rights and remedies hereunder against Operator. 9.3.3. Upon the exercise of remedies under its security interest in the Electrical Vehicle Charging Station, including any sale thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Operator to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to Host of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement. 9.3.4. Upon any default not reasonably able to be cured by a Financing Party, including, without limitation, rejection or other termination of this Agreement pursuant to any process undertaken with respect to Operator under the United States Bankruptcy Code, at the request of the Financing Party made within ninety (90) days of such default, Host shall enter into a new agreement with the Financing Party or its designee having the same terms and conditions as this Agreement.            Page 126 of 581 PAGE 19 9.4. Right to Cure. 9.4.1. Host will not exercise any right to terminate or suspend this Agreement unless it shall have given the Financing Party prior written notice by sending notice to the Financing Party (at the address provided by Operator) of its intent to terminate or suspend this Agreement, specifying the condition giving rise to such right, and the Financing Party shall not have caused to be cured the condition giving rise to the right of termination or suspension within thirty (30) days after such notice or (if longer) the periods provided for in this Agreement. The Parties agree that the cure rights described herein are in addition to and apply and commence following the expiration of any notice and cure period applicable to Operator The Parties respective obligations will otherwise remain in effect during any cure period; provided that if such Operator default reasonably cannot be cured by the Financing Party within such period and the Financing Party commences and continuously pursues cure of such default within such period, such period for cure will be extended for a reasonable period of time under the circumstances, such period not to exceed additional ninety (90) days. 9.4.2. If the Financing Party (including any purchaser or transferee), pursuant to an exercise of remedies by the Financing Party, shall acquire title to or control of Operator’s assets and shall, within the time periods described in Section 9.4.1 above, cure all defaults under this Agreement existing as of the date of such change in title or control in the manner required by this Agreement and which are capable of cure by a third person or entity, then such person or entity shall no longer be in default under this Agreement, and this Agreement shall continue in full force and effect. 9.5. Release and Waiver; Financing Agreement Defaults. Until such time as all of Operator’s obligations to any Financing Party under a Financing Agreement (excluding contingent indemnification and reimbursement obligations that, by their express terms, survive the repayment of the loans, interest, fees and other amounts owed under said Financing Agreement) have been paid in full, Host hereby waives, releases and relinquishes to said Financing Party all right, title, interest, claim and lien which Host has or may in the future have, under any and all applicable laws, including statutory rights, in, to or against the Electrical Vehicle Charging Station. The Electrical Vehicle Charging Station shall not be subject to levy, sale on distress or distraint for rent or any claim, lien or demand of any kind by Host. If an event of default occurs and is continuing under a Financing Agreement, Host agrees that the affected Financing Party has the right to (i) enter the Site to remove or dispose of the Electrical Vehicle Charging Station at any time; (ii) take possession of and succeed to all of Operator’s right, title and interest under this Agreement, including the right to operate the Electrical Vehicle Charging Station, and/or (iii) prepare the Electrical Vehicle Charging Station for sale and/or conduct a sale or liquidation of the Electrical Vehicle Charging Station on the Site and/or store the Electrical Vehicle Charging Station on the Site for a reasonable period in connection therewith. The Financing Party shall not be liable for rental storage charges on the Property under the Agreement or otherwise; provided, however, that said Financing Party agrees to remove or abandon the Electrical Vehicle Charging Station in accordance with the requirements of this Agreement and shall not store the Electrical Vehicle Charging Station and for an unreasonable amount of time. Nothing herein or elsewhere shall be deemed to prevent or limit a Financing Party, at its option, from abandoning the Electrical Vehicle Charging Station. Host agrees that any action taken by a Financing Party to exercise its remedies under a Financing Agreement shall not constitute a default or event of default under this Agreement, and this Agreement shall continue in full force and effect following            Page 127 of 581 PAGE 20 the exercise of such remedies. Any assignment of the membership interests in the Operator in connection with a Financing Party exercising its rights shall constitute a permitted assignment under this Agreement and this Agreement shall continue in full force and effect following such assignment, provided that Operator must notify Host of any such assignment. 10.MEMORANDUM OF LICENSE. Host and Operator agree to execute and record a memorandum of license of this Agreement in the form of Exhibit 7 attached hereto. Operator hereby irrevocably appoints Host as its attorney-in-fact, coupled with an interest, with the power to execute and deliver the requisite documentation necessary to remove the memorandum of license between Host and Operator from the Licensed Space’s title of record upon termination of this License and/or Operator’s Transfer of this License as provided for herein; provided, however, that in the event of Operator’s Transfer, Host may only exercise its power pursuant to this Section if, concurrently with the removal of such memorandum of license, a new memorandum of license is recorded with the succeeding tenant. Signature Page Follows:            Page 128 of 581                Page 129 of 581            Page 130 of 581            Page 131 of 581 The City of San Luis Obispo is committed to including disabled persons in all of our services, programs and activities. Telecommunications Device for the Deaf (805) 781-7410. Notice Requesting Proposals for Community Electric Vehicle Charging Infrastructure Deployment The City of San Luis Obispo is requesting sealed proposals for services associated with the Community Electric Vehicle Charging Infrastructure Deployment project. All firms interested in receiving further correspondence regarding this Request for Proposals (RFP) will be required to complete a free registration using BidSync (https://www.bidsync.com/bidsync-app- web/vendor/register/Login.xhtml). All proposals must be received via BidSync by the Department of Finance at or before May 30, 2022, at 3pm when they will be opened electronically in BidSync. Proposals received after said time may not be considered. The required method of submission is electronically via BidSync. Proposals shall be submitted using the forms provided in the project package. An optional pre-proposal conference will be held to answer any questions that the prospective proposers may have regarding the City's request for proposals. Conference Call Meeting May 11, 2022; 10:30 – 11:30 Call in:(209) 645-4165 Room Number:312838419 Project packages and additional information may be obtained at the City’s BidSync website at www.BidSync.com. For technical help with BidSync please contact BidSync tech support at 800-990-9339. Questions on the bid should be posted to BidSync where the City will answer the questions publicly. Please contact Dan Clancy at dclancy@slocity.org with any questions. džŚŝďŝƚϭ            Page 132 of 581 TABLE OF CONTENTS A. INTRODUCTION ......................................................................................................................................... 1 B. SCOPE OF WORK ....................................................................................................................................... 1 C. PROJECT SCHEDULE .................................................................................................................................. 3 D. PROJECT BUDGET ..................................................................................................................................... 3 E. GENERAL TERMS AND CONDITIONS ........................................................................................................ 3 F: INSURANCE REQUIREMENTS .................................................................................................................. 10 G: PROPOSAL SUBMITTAL FORM ................................................................................................................ 12 EXHIBIT A : FORM OF AGREEMENT ............................................................................................................. 16            Page 133 of 581 -1- A. INTRODUCTION On August 19, 2020, Council approved the City’s Climate Action Plan for Community Recovery, and adopted Resolution 11159 (2020 Series), which includes the goal of carbon neutrality by 2035 and a transportation sector goal to achieve the General Plan mode split objective by 2030 and 40 percent of vehicle miles traveled by electric vehicle by 2030. The Climate Action Plan for Community Recovery forecasts annual community emissions to be approximately 397,710 metric tons of carbon dioxide equivalent (MTCO2e) in 2035. The plan provides a trajectory to reducing these emissions towards net zero by 2035, with approximately sixteen percent of total reductions coming from achieving the transportation sector goal (64,170 MTCO2e). Of that, a projected 34,920 MTCO2e in reductions are expected to come from the rapid uptake of electric vehicles, the largest single reduction area in the plan. According to the comprehensive charger database maintained by PlugShare, there are 134 publicly available charging stations in San Luis Obispo. Of these stations, 54 are fast chargers for Tesla vehicles only, and 3 are open access fast chargers. The remaining 77 are level 2 chargers (including all chargers provided by the City). Since adoption of the Climate Action Plan, several key variables have changed that have made the need for additional EV charging infrastructure even more important, including: 1. Fuel Prices - According to AAA, San Luis Obispo County’s average gallon of gas was $6.01 as of April 5, 2022, which is a 46 percent increase from the average rate of $4.09 in April of 2021. 2. EV Adoption – In just five years, EV’s as a percentage of total light duty vehicles in California went from 4.29% (2017) to 12.41% (2021). In San Luis Obispo County, there has been an increase of over 70% between 2020 and 2021. 3. Charger Utilization – As described below, the Marsh Street Parking Garage chargers are the only publicly available charging resources on City land. The Marsh Street garage chargers have seen steady and continual growth in use since 2020. Given these key changes, along with the urgent need to reduce greenhouse gas emissions, the City is seeking a streamlined and expedited approach to deploy public electric vehicle charging. B. SCOPE OF WORK The City seeks proposals from qualified vendors that can install, operate, and maintain open-source public DC Fast Charging (DCFC) and Level 2 Charging Stations, as feasible, on City-owned properties and in public rights of way. Proposers may identify only DCFC chargers, only Level 2 chargers, or both. The selected vendor will be responsible for and cover all costs associated with the procurement, installation, operation, and maintenance of new charging stations on City-owned properties. If a proposing vendor believes that the intent of the project can be achieved through an alternative scope of work, the City will accept their proposal for review so long as the amendments to the proposed scope of work contained herein are adequately justified. Task 1. Site Identification The City is interested in deploying the maximum number of DCFC and Level 2 chargers as rapidly as possible. Respondents will identify and propose strategic locations at which to deploy charging stations. In the interest of supporting the assessment, the City has identified three locations as potential sites for new DCFC charging station deployment and defers to proposers on these sites’ viability and the inclusion of additional sites: ƒ Lot 9: 680 Monterey St., San Luis Obispo, CA 93401 ƒ Calle Joaquin Park & Ride Lot: 1530 Calle Joaquin, San Luis Obispo, CA 93405 ƒ Santa Rosa Park Lot: 1050 Oak St., San Luis Obispo, CA 93405            Page 134 of 581 -2- Please note that these sites are only provided to support the assessment and any public parking lot, parking space or garage is eligible for consideration. Task 1 will include the submittal of a concept-level map identifying initial proposed locations, or priority areas, for proposed installations. This map should be accompanied by a brief summary of methods and/or key criteria that informed site selection, such as adjacent uses, land use densities, or considerations based on the proposed service model. Overall, the City wishes to maximize the number of new charging stations installed at strategic locations. Final site selection for charging infrastructure deployment is subject to approval by the City. Task 2. Installation Upon final site selection, the selected vendor is responsible for achieving completed installations at each charging station, to include: ƒ Obtaining all applicable local, state, and federal permits required for installation and operation of the charging stations. ƒ Ensuring that all installation work as it pertains to site preparation, curbing, striping, signage, charging equipment, billing and networking systems, and electrical interconnections is working properly and installed: o consistent with the manufacturers’ specifications o consistent with the project design proposed in the bid o in accordance with all applicable local, state, and federal zoning and code requirements ƒ Coordinating the installation activities with the equipment manufacturer, City staff, networking service, electric utility, and any subcontractors needed to complete the work. Task 3. Operations and Maintenance The selected vendor will: ƒ Operate and maintain each charging station for at least five (5) years from the date the charging station developed under this RFP becomes operational, in accordance with the terms of the contract resulting from this RFP. Bidders may include proposals for a longer term. Term proposals should also include details about asset decommissioning and/or right to transfer ownership at the conclusion of the term. ƒ Be responsible for ensuring the maintenance of the chargers including cables, ancillary equipment, and any awnings, canopies, shelters and information display kiosks for signage associated with the charger. “Maintain” as used in this RFP shall mean, “to provide all needed repairs or desired and approved alteration, as well as regular maintenance needed to ensure optimal performance and minimize downtime. Equipment shall be kept safe and presentable.” ƒ Ensure that the equipment at each EV Charger is operational with uptimes consistent with industry standard best practices. It is the Contractor’s responsibility to ensure the uptime commitments are met for each individual charger and that interruptions are remedied within a pre-arranged and agreed upon time frame. ƒ Not, during the period of operation, move a charging station, sell or take a charging station out of service for any reason, without prior written approval from the City. Task 4. Monitoring Each charging station should have network communications that, at a minimum, provide the following information about each charging transaction, at each charging location: ƒ Charging data such as date and time of usage (start and stop time) and accurate 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. ƒ The selected vendor shall report full site level usage quarterly to the City for the duration of the contract.            Page 135 of 581 -3- Task 5. Customer Support Services Provide customer service support as follows: ƒ Provide customer support for the duration of the contract, with the ability to provide customer support/or extend after the completion of the contract. ƒ Resolve customer issues over the telephone. C. PROJECT SCHEDULE Successful respondent(s) should demonstrate their ability to rapidly deploy charging infrastructure as described in this RFP. Respondents should include a proposed timeline that includes the most rapid deployment feasible, describe how it has the capacity to meet this timeline, and identify any potential obstacles to the achieving the timeline along with proposed approaches to mitigate these obstacles. D. PROJECT BUDGET This RFP solicits services at no cost to the City. Proposals should include an estimated project budget that allows the City to evaluate the cost-effectiveness and long-term financial viability of proposed services. Projects with self- sustaining business models are highly preferred. Proposals should include lease payment amounts or a “no cost” lease where the vendor uses the lease savings to install level 2 charging units at other locations in the City (note that the installation of additional units is the City’s preferred approach). Proposals should clearly identify the proposed lease amount per space per year and/or propose an alternative approach to provide value for the leased space. E. GENERAL TERMS AND CONDITIONS PROPOSAL REQUIREMENTS 1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal (bidder) shall meet all the terms, and conditions of the Request for Proposals (RFP) project package. By virtue of its proposal submittal, the bidder acknowledges agreement with and acceptance of all provisions of the RFP specifications. 2. Proposal Submittal. Each proposal must be submitted on the form(s) provided in the specifications and accompanied by any other required submittals or supplemental materials. Proposal documents shall be submitted via BidSync as described above. 3. Insurance Certificate. Each proposal must include a certificate of insurance showing: a. The insurance carrier and its A.M. Best rating. b. Scope of coverage and limits. c. Deductibles and self-insured retention. The purpose of this submittal is to generally assess the adequacy of the bidder’s insurance coverage during proposal evaluation; as discussed under paragraph 12 below, endorsements are not required until contract award. The City’s insurance requirements are detailed in Section E. 4. Proposal Withdrawal and Opening. A bidder may withdraw its proposal, without prejudice prior to the time specified for the proposal opening, by submitting a written request to the Director of Finance for its withdrawal, in which event the proposal will be returned to the bidder unopened. No proposal received after the time specified or at any place other than that stated in the “Notice Inviting Bids/Requesting Proposals” will be considered. All proposals will be opened and declared publicly. Bidders or their representatives are invited to be present at the opening of the proposals.            Page 136 of 581 -4- 5. Submittal of One Proposal Only. No individual or business entity of any kind shall be allowed to make or file, or to be interested as the primary submitter in more than one proposal, except an alternative proposal when specifically requested; however, an individual or business entity that has submitted a sub-proposal to a bidder submitting a proposal, or who has quoted prices on materials to such bidder, is not thereby disqualified from submitting a sub-proposal or from quoting prices to other bidders submitting proposals. 6. Communications. All timely requests for information submitted in writing will receive a written response from the City. Telephone communications with City staff are not encouraged but will be permitted. However, any such oral communication shall not be binding on the City. CONTRACT AWARD AND EXECUTION 1. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of 60 days for examination and comparison. The City also reserves the right to waive non-substantial irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a proposal and accept the other, except to the extent that proposals are qualified by specific limitations. See the “special terms and conditions” in Section C of these specifications for proposal evaluation and contract award criteria. 2. Competency and Responsibility of Bidder. The City reserves full discretion to determine the competence and responsibility, professionally and/or financially, of bidders. Bidders will provide, in a timely manner, all information that the City deems necessary to make such a decision. 3. Contract Requirement. The bidder to whom award is made (Contractor) shall execute a written contract with the City within ten (10) calendar days after notice of the award has been sent by mail to it at the address given in its proposal. The contract shall be made in the form adopted by the City and incorporated in these specifications. 4. Contract Performance. The City’s contract terms and conditions that [Contractor/Consultant] will be expected to execute and be bound by are attached hereto as Exhibit A SPECIAL TERMS AND CONDITIONS 1. Failure to Accept Contract. The following will occur if the proposer to whom the award is made (Contractor) fails to enter into the contract: the award will be annulled; any bid security will be forfeited in accordance with the special terms and conditions if a proposer's bond or security is required; and an award may be made to the next responsible, responsive proposer who shall fulfill every stipulation as if it were the party to whom the first award was made. 2. Contract Term. The bidding vendor will propose suitable contract term and contract extension considerations for further discussion and negotiation. Term proposals should also include details about asset decommissioning or transfer at the conclusion of the term. 3. Supplemental Purchases            Page 137 of 581 -5- Supplemental Purchases. Supplemental purchases may be made from the successful proposer during the contract term in addition to the items listed in the Detail Proposal Submittal Form. For these supplemental purchases, the proposer shall not offer prices to the City in excess of the amounts offered to other similar customers for the same item. If the proposer is willing to offer the City a standard discount on all supplemental purchases from its generally prevailing or published price structure during the contract term, this offer and the amount of discount on a percentage basis should be provided with the proposal submittal. 4. Non-Exclusive Contract. The City reserves the right to purchase the items listed in the Detail Proposal Submittal Form, as well as any supplemental items, from other vendors during the contract term. 5. Unrestrictive Brand Names. Any manufacturer's names, trade names, brand names or catalog numbers used in the specifications are for the purpose of describing and establishing general quality levels. Such references are not intended to be restrictive. Proposals will be considered for any brand that meets or exceeds the quality of the specifications given for any item. In the event an alternate brand name is proposed, supplemental documentation shall be provided demonstrating that the alternate brand name meets or exceeds the requirements specified herein. The burden of proof as to the suitability of any proposed alternatives is upon the proposer, and the City shall be the sole judge in making this determination. 6. Delivery. Prices quoted for all supplies or equipment to be provided under the terms and conditions of this RFP package shall include delivery charges, to be delivered F.O.B. San Luis Obispo by the successful proposer and received by the City within 90 days after authorization to proceed by the City. 7. Submittal of References. Each proposer shall submit a statement of qualifications and references on the form provided in the RFP package. 8. Statement of Contract Disqualifications. Each proposer shall submit a statement regarding any past governmental agency bidding or contract disqualifications on the form provided in the RFP package.            Page 138 of 581 -6- PROPOSAL CONTENT 1. Proposal Content. Your proposal must include the following information: Submittal Forms a. Proposal submittal summary. b. Certificate of insurance. c. References from at least three firms or jurisdictions for whom you have provided similar services. Qualifications d. Experience of your firm and those of sub-consultants in performing work and projects relevant to the Scope of Services outlined and described in the request. e. Resumes of the individuals who would be assigned to this project, including any sub-consultants, with their corollary experience highlighted and specific roles in this project clearly described. f. Statement and explanation of any instances where your firm or sub-consultant has been removed from a project or disqualified from proposing on a project. Work Program g. Detailed description of your approach to completing the work. h. Detailed schedule by task and sub-task for completing the work. i. Estimated hours for your staff in performing each phase and task of the work, including sub- consultants, so we can clearly see who will be doing what work, and how much time it will take. j. Services or data to be provided by the City. k. Services and deliverables provided by the Consultant(s). l. Any other information that would assist us in making this contract award decision. m. Description of assumptions critical to development of the response which may impact cost or scope. Requested Changes to Terms and Conditions n. The City desires to begin work soon after selecting the preferred Consultant Team and expects the Consultant to execute the City’s contract and all of the terms therein, as set forth in Exhibit A. To expedite the contracting process, each submittal shall include requested redlined changes to terms and conditions, if necessary. Please be advised that Consultant’s requested changes to the City’s terms and conditions will be considered by City staff when scoring and determining the competency and responsibility of the bidder. Proposal Length o. Proposal length should only be as long as required to be responsive to the RFP, including attachments and supplemental materials. 2. Proposal Evaluation and Selection. Proposals will be evaluated by a review committee and evaluated on the following criteria: a. Understanding of the work required by the City. b. Quality, clarity and responsiveness of the proposal.            Page 139 of 581 -7- c. Demonstrated competence, professional qualifications, and financial capability necessary for successfully performing the work required by the City. d. Recent team experience in successfully performing similar services. e. Creativity of the proposed approach in completing the work. f. Value g. References h. Organizational commitment to sustainability i. Background and experience of the specific individuals managing and assigned to this project. As reflected above, contract award will not be based solely on price, but on a combination of factors as determined to be in the best interest of the City. After evaluating the proposals and discussing them further with the finalists or the tentatively selected contractor, the City reserves the right to further negotiate the proposed work and/or method and amount of compensation. Please also note that the City includes organizational commitments to sustainability in its evaluative criteria. The City’s sustainable procurement policy and objectives include procuring products and services that: x Conserve natural resources including water, energy, and raw materials; x Minimize environmental impacts such as water and air pollution during use; x Eliminate or reduce toxins that create hazards to workers, citizens, wildlife, and the environment; x Support recycling efforts and use products with recycled content; x Encourage suppliers to reduce environmental impacts; x Support worker health, safety, and fair wages. Please include information in your proposal about how your firm supports one or more of these principles. 3. Proposal Review and Award Schedule. The following is an outline of the anticipated schedule for proposal review and contract award: a. Issue RFP 5/6/2022 b. Pre-Proposal Conference (optional) 5/11/2022 c. Receive proposals 5/30/2022 d. Complete proposal evaluations 6/3/2022 e. Conduct finalist interviews and finalize recommendation 6/10/2022 f. Execute contract 7/5/2022 g. Start work 7/11/2022 4. Pre-Proposal Conference. An optional pre-proposal conference will be held at the following location, date, and time to answer any questions that prospective bidders may have regarding this RFP: Conference Call Meeting May 11, 2022; 10:30 – 11:30 Call in: (209) 645-4165 Room Number: 312838419 5. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of the Contractor as part of the work or services under these specifications shall become the permanent property of the City and shall be delivered to the City upon demand. 6. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by the Contractor as part of the work or services under these specifications shall be the            Page 140 of 581 -8- property of the City and shall not be made available to any individual or organization by the Contractor without the prior written approval of the City. 7. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what the Contractor is required to furnish in limited quantities as part of the work or services under these specifications, the Contractor shall provide such additional copies as are requested, and City shall compensate the Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 8. Required Deliverable Products. The Contractor will be required to provide: a. One electronic submission - digital-ready original .pdf of all final documents. If you wish to file a paper copy, please submit in sealed envelope to the address provided in the RFP. b. Corresponding computer files compatible with the following programs whenever possible unless otherwise directed by the project manager: Word Processing: MS Word Spreadsheets: MS Excel Desktop Publishing: InDesign Virtual Models: Sketch Up Digital Maps: Geodatabase shape files in State Plan Coordinate System as specified by City GIS staff c. City staff will review any documents or materials provided by the Contractor and, where necessary, the Contractor will be required to respond to staff comments and make such changes as deemed appropriate. ALTERNATIVE PROPOSALS 9. Alternative Proposals. The proposer may submit an alternative proposal (or proposals) that it believes will also meet the City's project objectives but in a different way. In this case, the proposer must provide an analysis of the advantages and disadvantages of each of the alternative and discuss under what circumstances the City would prefer one alternative to the other(s). 10. Attendance at Meetings and Hearings. As part of the work scope and included in the contract price is attendance by the Contractor at up to [number] public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing work-scope tasks. 11. Accuracy of Specifications. The specifications for this project are believed by the City to be accurate and to contain no affirmative misrepresentation or any concealment of fact. Bidders are cautioned to undertake an independent analysis of any test results in the specifications, as City does not guaranty the accuracy of its interpretation of test results contained in the specifications package. In preparing its proposal, the bidder and all subcontractors named in its proposal shall bear sole responsibility for proposal preparation errors resulting from any misstatements or omissions in the plans and specifications that could easily have been ascertained by examining either the project site or accurate test data in the City's possession. Although the effect of ambiguities or defects in the plans and specifications will be as determined by law, any patent ambiguity or defect shall give rise to a duty of bidder to inquire prior to proposal submittal. Failure to so inquire shall cause any such ambiguity or defect to be construed against the bidder. An ambiguity or defect            Page 141 of 581 -9- shall be considered patent if it is of such a nature that the bidder, assuming reasonable skill, ability and diligence on its part, knew or should have known of the existence of the ambiguity or defect. Furthermore, failure of the bidder or subcontractors to notify City in writing of specification or plan defects or ambiguities prior to proposal submittal shall waive any right to assert said defects or ambiguities subsequent to submittal of the proposal. To the extent that these specifications constitute performance specifications, the City shall not be liable for costs incurred by the successful bidder to achieve the project’s objective or standard beyond the amounts provided there for in the proposal. In the event that, after awarding the contract, any dispute arises as a result of any actual or alleged ambiguity or defect in the plans and/or specifications, or any other matter whatsoever, Contractor shall immediately notify the City in writing, and the Contractor and all subcontractors shall continue to perform, irrespective of whether or not the ambiguity or defect is major, material, minor or trivial, and irrespective of whether or not a change order, time extension, or additional compensation has been granted by City. Failure to provide the hereinbefore described written notice within one (1) working day of contractor's becoming aware of the facts giving rise to the dispute shall constitute a waiver of the right to assert the causative role of the defect or ambiguity in the plans or specifications concerning the dispute.            Page 142 of 581 -12- G: PROPOSAL SUBMITTAL FORM The undersigned declares that she or he has carefully examined [_____] which is hereby made a part of this proposal; is thoroughly familiar with its contents; is authorized to represent the proposing firm; and agrees to perform the specified work for the following cost quoted in full: BID: Total Base Price Sales tax [] Other TOTAL $ Delivery of equipment to the City to be within _______ calendar days after contract execution and written authorization to proceed. q Certificate of insurance attached; insurance company’s A.M. Best rating: __________________. Firm Name and Address Contact Phone Signature of Authorized Representative Date            Page 143 of 581 -13- REFERENCES Number of years engaged in providing the services included within the scope of the specifications under the present business name: . Describe fully the last three contracts performed by your firm that demonstrate your ability to provide the services included with the scope of the specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. 1: Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome Reference No. 2: Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome            Page 144 of 581 -14- Reference No. 3 Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome            Page 145 of 581 -15- STATEMENT OF PAST CONTRACT DISQUALIFICATIONS The proposer shall state whether it or any of its officers or employees who have a proprietary interest in it, has ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of the violation of law, a safety regulation, or for any other reason, including but not limited to financial difficulties, project delays, or disputes regarding work or product quality, and if so to explain the circumstances. „ Do you have any disqualification as described in the above paragraph to declare? Yes q No q „ If yes, explain the circumstances. Executed on at _______________________________________ under penalty of perjury of the laws of the State of California, that the foregoing is true and correct. ______________________________________ Signature of Authorized Proposer Representative            Page 146 of 581 City of San Luis Obispo Professional Services Agreement Page 1 CITY OF SAN LUIS OBISPO PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (“Agreement”) is made and entered into on ____September 22, 2022__, by and between the City of San Luis Obispo, a municipal corporation and charter city (“City”) and ChargePoint, Inc. (“Consultant”) (individually and collectively referred to as the “Party” or “Parties,” respectively). WITNESSETH: WHEREAS, on May 6, 2022, the City issued a Notice Requesting Proposals for Community Electric Vehicle Charging Infrastructure Deployment (#225-001) (RFP); and WHEREAS, Consultant is a provider of Electric Vehicle Charging stations and related services, is qualified to perform the services sought by the City and has submitted a written proposal to do so, which has been accepted by the City. NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the Parties hereto agree as follows: 1.TERM. The term of this Agreement shall be from the date this Agreement is made and entered, as first written above ("Effective Date”), until July 31, 2023, or upon acceptance and completion of said Services, whichever occurs sooner. 2.INCORPORATION BY REFERENCE. With respect to the Consultant’s final proposal to City’s Notice Requesting Proposals for Community Electric Vehicle Charging Infrastructure dated June 14, 2022, the terms therein that are applicable to Consultant’s obligations set forth in Section 4 in this Agreement (“Final Proposal Terms”), which are set forth in Exhibit A attached hereto, are hereby incorporated in and made a part of this Agreement; provided, however, that in the event of any conflict or inconsistency between this Agreement and the Final Proposal Terms, this Agreement shall prevail. The City’s insurance requirements are hereby incorporated in and made part of this Agreement, attached as Exhibit B. 3.CITY’S OBLIGATIONS. City shall reasonably cooperate with Consultant in its provision of the Services as specified in this Agreement. In particular, City shall make the necessary personnel available to Consultant, make decisions within a reasonable time, and carry out its other responsibilities in a timely manner so as not to delay the work of Consultant. City shall give prompt written notice to Consultant whenever (a) City observes or otherwise becomes aware of any development that may affect scope or timing of Consultant's Services, or (b) City has any material dissatisfaction with Consultant’s performance. For the Services provided under DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15 ([KLELW            Page 147 of 581 City of San Luis Obispo Professional Services Agreement Page 2 this Agreement, the City will pay and the Consultant shall receive therefore compensation in a total sum not to exceed $0.00. 4. CONSULTANT’S OBLIGATIONS. For and in consideration of the payments and agreements herein before mentioned to be made and performed by City, Consultant agrees to provide the following to the City (collectively, the “Services”): a. Develop the project scope of no-cost deployment plan of public electric vehicle chargers and related infrastructure on City property; b. Conduct at least three site assessments in partnership with a construction contractor; which includes visiting at minimum three of the City of San Luis Obispo municipal properties to confirm sites to be buildable. This includes confirming three-phase power availability with Pacific Gas & Electric (PG&E), ensuring there to be sufficient space to accommodate EV charging stations and all necessary electrical infrastructure, and performing site walks with a qualified contractor to gather installation quotes to confirm site builds to be financially feasible. c. Prepare preliminary design packages; d. Introduce potential third-party partners that will own and operate ChargePoint’s electric vehicle chargers to the City; City then has discretion to select a third-party partner for ChargePoint’s electric vehicle chargers if such party meets the selection criteria set forth in the RFP. e. The Services will be terminated at the sooner of one year, or upon the City’s executing an agreement with the qualified third-party partner. The City and the Consultant may elect to continue Consultant’s Obligations under this paragraph by mutual agreement in writing should the period of one year pass and a qualified third party not be selected. 5. PAYMENT OF TAXES. The Consultant shall be required to pay all taxes required by applicable law. 6. LICENSES AND PERMITS. At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the Services described in this Agreement. The Consultant shall procure all permits and licenses, pay all charges and fees, and give all notices required under this Agreement or as required by applicable law. 7. COMPLIANCE WITH LAW. Each Party shall keep itself informed of and shall observe and comply with all applicable State and Federal laws and regulations, and county and City of San Luis Obispo ordinances, regulations and adopted codes, which in any manner affect those employed by such Party or in any way affect the performance of the Services pursuant to this Agreement. Each Party, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the other Party to comply with this Section. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement. DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15           Page 148 of 581 City of San Luis Obispo Professional Services Agreement Page 3 8. COMPLIANCE WITH INDUSTRY STANDARDS. Consultant shall provide services in conformance with the Agreement. Consultant shall provide the Services in a professional manner, in accordance with the generally accepted industry standards and practices, and in compliance with any specifications set forth in this Agreement. Where approval by the City, the City Manager, the Mayor, or other representative of the City is required, it is understood to be general approval only and does not relieve Consultant of responsibility for complying with all applicable laws, codes, policies, regulations, and good business practices. 9. INDEPENDENT CONTRACTOR. a. Each Party is and shall at all times remain as to the other Party a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither Party nor any of its officers, employees, or agents shall have control over the conduct of the other Party or any of its officers, employees, or agents. Except as set forth in this Agreement, Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b. The Consultant may engage in dialogue with Pacific Gas & Electric (PG&E) on behalf of the City for issues related to grid capacity inquiries, interconnection applications, and related topics. The Consultant shall make the City aware of these meetings in advance and when City staff cannot attend, the Consultant shall provide a written summary of the meetings within one week of their occurrence. c. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. City shall not be liable for compensation to Consultant for injury or sickness arising out of performing the Services hereunder. 10. PRESERVATION OF CITY PROPERTY. To the extent applicable, the Consultant shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged resulting from Consultant’s operations, it shall be replaced or restored at Consultant’s expense. The City’s facilities shall be replaced or restored to a condition as good as when the Consultant began the work 11. IMMIGRATION ACT OF 1986. The Consultant warrants on behalf of itself and all subconsultants engaged for the performance of the Services that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the Services hereunder. 12. NON-DISCRIMINATION. In the performance of the Services, the Consultant agrees that it will not engage in, nor permit such subconsultants as it may employ, to engage in DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15           Page 149 of 581 City of San Luis Obispo Professional Services Agreement Page 4 discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. ϭϯ͘WORK SCHEDULED/TIME OF COMPLETION. The work schedule is identified in Exhibit  andwork under this Agreement (tasks 2 through 20) has been presented by ChargePoint asconcluding within 180 days from the date of the Effective Date of this Agreement. Anyexpected delays to this schedule shall be communicated in writing to the City. ϭϰ͘[Intentionally Omitted]. ϭϱ͘INSPECTION. City shall at all times have the right to inspect the work being done under thisAgreement and Consultant shall furnish City with every reasonable opportunity and assistancerequired for City to ascertain that the Services of the Consultant are being performed inaccordance with the requirements and intentions of this Agreement. All work done, and allmaterials furnished, if any, shall be subject to the City’s inspection and approval. Theinspection of such work shall not relieve Consultant of any of its obligations under theAgreement. ϭϲ͘RELEASE OF INFORMATION. Ă͘All information gained by either Party (“Receiving Party”) in performance of thisAgreement shall be considered confidential and shall not be released without theother Party's (“Disclosing Party”) prior written authorization. The Receiving Party, itsofficers, employees, agents, or subconsultants, shall not, without writtenauthorization from the Disclosing Party, voluntarily provide declarations, letters ofsupport, testimony at depositions, response to interrogatories, or other informationconcerning the Services performed under this Agreement. Response to a subpoena orcourt order or as otherwise required by law, including but not limited to the CaliforniaPublic Records Act, shall not be considered "voluntary" provided the Receiving Partygives the Disclosing Party notice of such court order or subpoena. ď͘The Receiving Party shall promptly notify the Disclosing Party should the ReceivingParty, its officers, employees, agents, or subconsultants be served with any summons,complaint, subpoena, notice of deposition, request for documents, interrogatories,request for admissions, or other discovery request (“Discovery”), court order, orsubpoena from any person or party regarding this Agreement, unless the DisclosingParty is a party to any lawsuit, arbitration, or administrative proceeding connected tosuch Discovery, or unless the Receiving Party is prohibited by law from informing theDisclosing Party of such Discovery. Unless the Disclosing Party is a party to the lawsuit,arbitration, or administrative proceeding and is averse to the Receiving Party in suchproceeding, the Receiving Party agrees to reasonably cooperate with the DisclosingParty and to provide the opportunity to review any response to Discovery requestsprovided by the Receiving Party. ϭϳ͘OWNERSHIP OF DOCUMENTS. DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15           Page 150 of 581 City of San Luis Obispo Professional Services Agreement Page 5 a. If applicable, Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of the Services under this Agreement. Consultant shall maintain reasonable records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records during normal business hours and providing reasonable advance notice to Consultant; shall give City the right to examine and audit said books and records; shall permit City to make transcripts or copies therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. City will not conduct more than one audit during the term of this Agreement. b. Upon completion of, or in the event of termination or suspension of this Agreement, City may use or reuse the deployment plan of public electric vehicle chargers and related infrastructure on City property and preliminary design packages prepared in the course of providing the Services under this Agreement. 18. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“Claims”), related to personal injury and death arising out of the Consultant’s performance under this Agreement or Consultant’s failure to perform, including the performance and nonperformance of Consultant’s employees, agents, or subcontractors performing work on behalf of Consultant under this Agreement, its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the sole or active or passive negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s willful misconduct during its performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or upon mutual written agreement between City and Consultant, reimburse the City Indemnitees their reasonable costs of defense, including reasonable legal fees, incurred in defense of such claims. Indemnity procedure. City shall promptly notify Consultant in writing of any Claim in respect of which the defense and indemnity may apply; provided, however, the failure to DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15           Page 151 of 581 City of San Luis Obispo Professional Services Agreement Page 6 give such notice shall only relieve Consultant of its indemnity and defense obligations hereunder to the extent Consultant is prejudiced thereby. Consultant shall have control of the defense and negotiation for any settlement or compromise, provided, however that no Claim may be settled, compromised, or otherwise disposed of by Consultant, without the express written consent of City unless such settlement or compromise or disposition includes a release of all claims against City by the party bringing in such claim or action. 19. LIMITATION OF LIABILITY a. IN NO EVENT WILL CONSULTANT BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL DAMAGESTHAT ARE NOT DIRECTLY RELATED TO THE ACTIONS OR FAILED ACTIONS OF THE CONSULTANT. b. NOTWITHSTANDING ANYTHING TO THE CONTRARY, OTHER THAN PUNITIVE DAMAGES, IN NO EVENT SHALL CONSULTANT’S AGGREGATE LIABLITY UNDER OR IN CONNECTION WITH THIS AGREEMENT CUMULATIVELY EXCEED TWO MILLION DOLLARS ($2,000,000 USD) IN TOTAL. 20. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. Either Party may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the other Party at least thirty (30) days prior written notice. Upon receipt of said notice, the Parties shall immediately cease all work under this Agreement, unless otherwise agreed upon in writing. If either Party suspends or terminates only a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. 21. TERMINATION FOR CAUSE. Either Party may terminate this Agreement at any time if the other Party breaches any of its obligations hereunder and such breach has not been cured within ten (10) calendar days of written notice specifying the nature of the breach (“Notice of Termination”). a. If the breaching Party has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such shall constitute a breach of the Agreement and the non-breaching Party may terminate the Agreement immediately by written notice to the breaching Party to said effect (“Notice of Termination”). Thereafter, neither Party shall have any further duties, obligations, responsibilities, or rights under the Agreement except to comply with the obligations upon termination. b. In said event, the Consultant shall be entitled to the reasonable value of its services performed from the date on which the breach occurs up to the day it received the City’s Notice of Termination, minus any offset from such payment representing the City’s damages from such breach. “Reasonable value” includes DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15           Page 152 of 581 City of San Luis Obispo Professional Services Agreement Page 7 fees or charges for goods or services at market rate as of the last milestone or task satisfactorily delivered or completed by the Consultant as may be set forth in the Agreement payment schedule; compensation for any other work or services performed or provided by the Consultant shall be based solely on the City’s assessment of the value of the work-in-progress in completing the overall scope. 22. INSURANCE. During the Term of this Agreement, Consultant shall maintain commercially reasonable insurance coverage. Upon reasonable written request by the City, Consultant will provide evidence of its insurance coverage. 23. BUSINESS LICENSE & TAX. To the extent applicable, The Consultant must have a valid City of San Luis Obispo business license & tax certificate before execution of the contract. Additional information regarding the City’s business tax program may be obtained by calling (805) 781-7134. 24. SAFETY PROVISIONS. The Consultant shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 25. PUBLIC AND EMPLOYEE SAFETY. Whenever the Consultant operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 26. UNDUE INFLUENCE. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 27. ASSIGNMENT. Neither Party shall assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the other Party. 28. As required herein, before retaining or contracting with any subconsultant for any services under this Agreement, City must consent to such assignment of performance in writing. For City to evaluate such proposed assignment, Consultant shall provide City with the identity of the proposed subconsultant, a copy of the proposed written contract between Consultant and such subconsultant, which shall include an indemnity provision substantially similar to the one provided herein and identifying City as an indemnified party, or an incorporation of the DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15           Page 153 of 581 City of San Luis Obispo Professional Services Agreement Page 8 indemnity provision provided herein, and proof that such proposed subconsultant carries insurance at least equal to that required by this Agreement or obtain a written waiver from City for such insurance. 29. AMENDMENT. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon the authorized signature of both Parties. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized by the City in advance and in writing. 30. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete Agreement between the Parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral Agreement, understanding, or representation be binding upon the Parties hereto. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 31. NOTICE. All notices to the Parties hereto under this Agreement shall be in writing and shall be sent either by (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) United States Mail, certified, postage prepaid, return receipt requested. All such notices shall be delivered to the addressee or addressed as set forth below: To City: Administration City of San Luis Obispo 990 Palm St. San Luis Obispo, CA 93401 Attention: Lucia Pohlman, Office of Sustainability To Consultant: Legal Department ChargePoint, Inc. 240 E. Hacienda Avenue Campbell, CA 95008 32. GOVERNING LAW. Any action arising out of this Agreement shall be brought in the Superior Court of San Luis Obispo County, California, regardless of where else venue may lie. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15           Page 154 of 581 City of San Luis Obispo Professional Services Agreement Page 9 shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 33. AUTHORITY TO EXECUTE AGREEMENT. Both City and Consultant do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and year first above written. CITY CONSULTANT _______________________________ By: Greg Hermann Its: Assistant City Manager. _______________________________ By: Its: APPROVED AS TO FORM: _______________________________ By: J. Christine Dietrick, City Attorney DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15 Henrik Gerdes Chief Accounting Officer            Page 155 of 581 City of San Luis Obispo Professional Services Agreement Page 10 Consultant’s Proposal Task 1. Site Identification The City is interested in deploying the maximum number of DCFC and Level 2 chargers as rapidly as possible. Respondents will identify and propose strategic locations at which to deploy charging stations. In the interest of supporting the assessment, the City has identified three locations as potential sites for new DCFC charging station deployment and defers to proposers on these sites’ viability and the inclusion of additional sites: ƒLot 9: 680 Monterey St., San Luis Obispo, CA 93401 ƒCalle Joaquin Park & Ride Lot: 1530 Calle Joaquin, San Luis Obispo, CA 93405 ƒSanta Rosa Park Lot: 1050 Oak St., San Luis Obispo, CA 93405 Please note that these sites are only provided to support the assessment and any public parking lot, parking space or garage is eligible for consideration. Task 1 will include the submittal of a concept-level map identifying initial proposed locations, or priority areas, for proposed installations. This map should be accompanied by a brief summary of methods and/or key criteria that informed site selection, such as adjacent uses, land use densities, or considerations based on the proposed service model. Overall, the City wishes to maximize the number of new charging stations installed at strategic locations. Final site selection for charging infrastructure deployment is subject to approval by the City. DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15 džŚŝďŝƚ            Page 156 of 581 INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES Without limiting CONSULTANT’s indemnification of CITY, and prior to commencement of Work, CONSULTANT shall obtain, provide and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below, and in a form satisfactory to CITY. General liability insurance. CONSULTANT shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. Automobile liability insurance. CONSULTANT shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this AGREEMENT, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Professional liability (errors & omissions) insurance. CONSULTANT shall maintain professional liability insurance that covers the Services to be performed in connection with this AGREEMENT, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this AGREEMENT and CONSULTANT agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this AGREEMENT. Workers’ compensation insurance. CONSULTANT shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). CONSULTANT shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees, and volunteers. Umbrella or excess liability insurance. CONSULTANT may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions: x A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; x Pay on behalf of wording as opposed to reimbursement; DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15 džŚŝďŝƚ            Page 157 of 581 x Concurrency of effective dates with primary policies; x Policies shall “follow form” to the underlying primary policies; and x Insureds under primary policies shall also be insureds under the umbrella or excess policies. Proof of insurance. CONSULTANT shall provide certificates of insurance to CITY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by CITY’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with CITY at all times during the term of this contract. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. Duration of coverage. CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by CONSULTANT, his agents, representatives, employees or subconsultants. Primary/noncontributing. Coverage provided by CONSULTANT shall be primary and any insurance or self-insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of CITY before the CITY’s own insurance or self-insurance shall be called upon to protect it as a named insured. CITY’s rights of enforcement. In the event any policy of insurance required under this AGREEMENT does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. In the alternative, CITY may cancel this AGREEMENT. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the CITY’s Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow CONSULTANT or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONSULTANT hereby waives its own right of recovery against CITY DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15           Page 158 of 581 and shall require similar written express waivers and insurance clauses from each of its subconsultants. Enforcement of contract provisions (non estoppel). CONSULTANT acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform CONSULTANT of non- compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CONSULTANT maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Notice of cancellation. CONSULTANT agrees to oblige its insurance agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to CITY for review. DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15           Page 159 of 581 CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the CITY and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY. Timely notice of claims. CONSULTANT shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. DocuSign Envelope ID: 52FC41D5-98CF-4EA6-80BA-864FED449A15           Page 160 of 581 ID Task Mode Task Name Duration Start Finish 1 SLO Project Overall Schedule 426 days Fri 7/29/22 Fri 3/15/24 2 NTP 14 days Fri 7/29/22 Wed 8/17/22 3 Project Development & Zoning 150 days Thu 8/18/22 Wed 3/15/23 4 Zoning Permit Approval 150 days Thu 8/18/22 Wed 3/15/23 5 Conditional Use Permits Reviews 10 days Thu 3/2/23 Wed 3/15/23 6 Completed Design 140 days Thu 8/18/22 Wed 3/1/23 7 Sites Planning 80 days Thu 8/18/22 Wed 12/7/22 8 Properties Survey's 10 days Thu 8/18/22 Wed 8/31/22 9 Geo Technical Survey's 10 days Thu 8/18/22 Wed 8/31/22 10 Environmental Survey's 10 days Thu 8/18/22 Wed 8/31/22 11 Contracting 80 days Thu 8/18/22 Wed 12/7/22 12 New Services Request's 10 days Thu 8/18/22 Wed 8/31/22 13 Load Studies 10 days Thu 8/18/22 Wed 8/31/22 14 Schematic Design 30 days Thu 12/8/22 Wed 1/18/23 15 Validate Design Requirements 10 days Thu 12/8/22 Wed 12/21/22 16 Proof of Concept Plan 10 days Thu 12/22/22 Wed 1/4/23 17 Engineering Review 10 days Thu 12/8/22 Wed 12/21/22 18 Utility Coordination 10 days Thu 1/5/23 Wed 1/18/23 19 Construction Drawings 30 days Thu 1/19/23 Wed 3/1/23 20 100 % CDs 30 days Thu 1/19/23 Wed 3/1/23 26 Construction Permit 30 days Thu 3/2/23 Wed 4/12/23 27 JHA Review 30 days Thu 3/2/23 Wed 4/12/23 28 Construction 262 days Thu 3/16/23 Fri 3/15/24 29 Chargers Procurement 150 days Thu 3/16/23 Wed 10/11/23 30 Electrical Gear Procurement 262 days Thu 3/16/23 Fri 3/15/24 31 Civil 20 days Thu 3/16/23 Wed 4/12/23 32 Infrastructure/Utility 30 days Thu 4/13/23 Wed 5/24/23 33 Structural 5 days Thu 4/13/23 Wed 4/19/23 34 Electrical 30 days Thu 4/20/23 Wed 5/31/23 35 Landscaping 10 days Thu 5/25/23 Wed 6/7/23 36 Inspections 5 days Thu 6/1/23 Wed 6/7/23 37 Site Energized 5 days Thu 6/8/23 Wed 6/14/23 38 Commissioning 10 days Thu 6/15/23 Wed 6/28/23 39 Project Closeout 330 days Mon 3/18/24 Fri 6/20/25 40 O&M Turnover 10 days Mon 3/18/24 Fri 3/29/24 41 Final Invoicing 10 days Mon 3/18/24 Fri 3/29/24 42 30 Day Review 30 days Mon 3/18/24 Fri 4/26/24 43 11mo Warranty Walk 330 days Mon 3/18/24 Fri 6/20/25 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2023 2024 2025 Task Split Milestone Summary Project Summary Inactive Task Inactive Milestone Inactive Summary Manual Task Duration-only Manual Summary Rollup Manual Summary Start-only Finish-only External Tasks External Milestone Deadline Progress Manual Progress Page 1 Project: SLO Project Schedule - Date: Wed 7/6/22 ([KLELW&            Page 161 of 581 PAGE 22 Exhibit 3 Description of Host Property, Address, Licensed Space, Number and Type of Electric Vehicle Charging Stations to be located on Licensed Space, Site Diagrams Property EV Charger Name Address Type # Santa Rosa Park 1050 Oak St., San Luis Obispo, CA 93405 CPE250 4 Calle Joaquin Park 1530 Calle Joaquin, San Luis Obispo, CA 93405 CPE250 4 Amtrak Depot 1011 Railroad Ave, San Luis Obispo, CA 93401 CPE250 4 YMCA 1020 Southwood Dr, San Luis Obispo, CA 93401 CPE250 4 Damon-Garcia Sports Fields 680 Industrial Way, San Luis Obispo, CA 93401 CPE250 4            Page 162 of 581 PAGE 23 Schedule 1 Santa Rosa Park XXXX            Page 163 of 581 PAGE 24 Calle Joaquin Park            Page 164 of 581 PAGE 25 Amtrak Depot X XXX            Page 165 of 581 PAGE 26 YMCA            Page 166 of 581 PAGE 27 Damon-Garcia Sports Fields            Page 167 of 581 PAGE 28 Exhibit 4 Fleet Vehicle Discount Schedule Hourly Window Energy Price Discount for Fleet User 12:00 AM – 1:00 AM 22.50% 1:00 AM – 2:00 AM 22.50% 2:00 AM – 3:00 AM 22.50% 3:00 AM – 4:00 AM 22.50% 4:00 AM – 5:00 AM 22.50% 5:00 AM – 6:00 AM 22.50% 6:00 AM – 7:00 AM 22.50% 7:00 AM – 8:00 AM 18.50% 8:00 AM – 9:00 AM 15.00% 9:00 AM – 10:00 AM 10.00% 10:00 AM – 11:00 AM 10.00% 11:00 AM – 12:00 PM 10.00% 12:00 PM – 1:00 PM 10.00% 1:00 PM – 2:00 PM 10.00% 2:00 PM – 3:00 PM 15.00% 3:00 PM – 4:00 PM 15.00% 4:00 PM – 5:00 PM 3.00% 5:00 PM – 6:00 PM 3.00% 6:00 PM – 7:00 PM 3.00% 7:00 PM – 8:00 PM 3.00% 8:00 PM – 9:00 PM 3.00% 9:00 PM – 10:00 PM 22.50% 10:00 PM – 11:00 PM 22.50% 11:00 PM – 12:00 AM 22.50%            Page 168 of 581 PAGE 29 EXHIBIT 5 INSURANCE REQUIREMENTS Without limiting Operator’s indemnification of City, and prior to commencement of work, Operator shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the types and amounts described below and in a form that is satisfactory to City. General liability insurance. Operator shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. Umbrella or excess liability insurance. [If required to meet higher limits]. Operator may obtain and maintain an umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property damage liability coverage, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions: x A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer; x “Pay on behalf of” wording as opposed to “reimbursement”; x Concurrency of effective dates with primary policies. Excess insurance. Should Operator obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer’s liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies. Workers’ compensation insurance. Operator shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). Operator shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers. Notice of cancellation. Operator agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required            Page 169 of 581 PAGE 30 coverage. If any of the Operator’s insurers are unwilling to provide such notice, then Operator shall have the responsibility of notifying the City immediately in the event of Operator’s failure to renew any of the required insurance coverages or insurer’s cancellation or non- renewal. Additional insured status. General liability and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. Prohibition of undisclosed coverage limitations. None of the coverages required herein shall comply with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Operator’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. Operator agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Operator (hereinafter collectively “subcontractor”), provide the same minimum insurance coverage and endorsements required of Operator. Operator agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Operator’s subcontractor cannot comply with this requirement, which proof must be submitted to the City, Operator shall be required to ensure that its subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with subcontractor’s scope of work and services, with limits less than required of the Operator, but in all other terms consistent with the Operator’s requirements under this agreement. This provision does not relieve the Operator of its contractual obligations under the agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Operator with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Operator under this agreement given the limited scope of work or services provided by the subcontractor. Operator agrees that upon request, all agreements with subcontractors, and others engaged in the project, will be submitted to City for review. City’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the operator ninety (90) days advance written notice of such change.            Page 170 of 581 PAGE 31 Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter. Timely notice of claims. Operator shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Operator’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Additional insurance. Operator shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.            Page 171 of 581 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/17/2023 (310) 373-6441 24856 Clean Power Management, LLC et al. Valta Clean Fuels Infrastructure, LLC. 24941 Dana Point Harbor, Ste C220 Dana Point, CA 92629 A 1,000,000 X FEI-ECC-26216-03 5/8/2022 5/8/2023 100,000 10,000 1,000,000 2,000,000 2,000,000 RE: Operations of the named insured. City of San Luis Obispo is named as an Additional Insured per the attached endorsement ##ECC-319-0712. **Policy Terms Apply** City of San Luis Obispo Attn: City Manager/City Clerk 990 Palm Street San Luis Obispo, CA 93401 CLEAPOW-01 LSLONE Olson Duncan Insurance Service, Inc.25550 Hawthorne Blvd. Suite 203Torrance, CA 90505 Lynn Slone LSlone@olsonduncan.com Admiral Insurance Co X X            Page 172 of 581 Clean Power Management LLC dba: Clean Power Construction ECC-319-0712 © 2018, Freberg Environmental, Inc. Page 1 of 1 Endorsement Number: 5 Automatic Additional Insured Owners, Lessees or Contractors This endorsement, effective 05/08/2022 attaches to and forms a part of Policy Number FEI-ECC-26216-03. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. In consideration of an additional premium of $Applied, this endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY CONTRACTORS POLLUTION LIABILITY SCHEDULE Name of Person or Organization: Any person(s) or organization(s) whom the Named Insured agrees, in a written contract, to name as an additional insured. However, this status exists only for the project specified in that contract. The person or organization shown in this Schedule is included as an insured, but only with respect to that insured.            Page 173 of 581 PAGE 32 CONSENT AND AGREEMENT This CONSENT AND AGREEMENT, dated as of ______________, 2023 (this “Consent”), is entered into by and among The City of San Luis Obispo a municipal corporation (“Contracting Party”), ___________________, a _________corporation (“Lender”), and Valta Clean Fuels & Infrastructure, LLC, a Delaware limited liability company (“Borrower”). RECITALS A.Concurrently with the execution hereof, Lender and Borrower have entered into a loan agreement (together with all supplements, exhibits and amendments thereto, referred to as the “Loan Agreement”), pursuant to which Lender has agreed to extend to Borrower a loan (the “Loan”) for the purpose of financing certain costs of acquiring and developing a series of electric vehicle charging stations located in San Luis Obispo, California (the “Project”). B.Contracting Party and Borrower have entered into that certain Electric Vehicle Charging Station License Agreement dated as of ___________ ____, ________, by and between Borrower and Contracting Party dated as of __________(as amended, amended and restated, supplemented or otherwise modified from time to time, the “Assigned Agreement”). C.Pursuant to an Assignment of Agreements and/or a Security Agreement executed by Borrower to and for the benefit of Lender (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Assignment”), Borrower has agreed, among other things, to assign, as collateral security for its obligations under the Loan Agreement and related documents, all of its right, title and interest in, to and under the Assigned Agreement to Lender. D.It is a requirement under the Loan Agreement that Contracting Party and Borrower execute and deliver this Consent. E.It may also be a requirement under a loan agreement with a different lender (“Future Lender”) that Contracting Party and Borrower execute and deliver this form of Consent for the benefit of Future Lender. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree, notwithstanding anything in the Assigned Agreement to the contrary, as follows: džŚŝďŝƚϲ            Page 174 of 581 PAGE 33 1. Assignment and Agreement (a) Consent to Assignment Contracting Party (a) is hereby notified that Lender has made the extensions of credit contemplated by the Loan Agreement, (b) consents to the collateral assignment under the Assignment of all of Borrower’s right, title and interest in, to and under the Assigned Agreement, the rights, powers, and obligations associated therewith and the profits, distributions, and all other rights to payment, whether in cash, in kind, or in any other form, during their continuance and upon their termination, and the proceeds thereof, including without limitation, all rights of Borrower to receive moneys due and to become due under or pursuant to the Assigned Agreement, subject to Contracting Party’s rights under the Assigned Agreement, all rights of Borrower to receive proceeds of any insurance, indemnity, warranty, or guaranty with respect to or for breach of or default under the Assigned Agreement, claims of the Borrower for damages arising out of or for breach of or default under the Assigned Agreement, and the right of the Borrower to terminate the Assigned Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (collectively, the “Assigned Interests”) and (c) acknowledges the right of Lender, in the exercise of Lender’s rights and remedies pursuant to the Assignment, upon written notice to Contracting Party, to make all demands, give all notices, take all actions and exercise all rights of Borrower under the Assigned Agreement. Contracting Party acknowledges and agrees that Lender shall have the right to record a mortgage, deed of trust, pledge, lien, security interest with the San Luis Obispo County, California clerk’s office, perfecting its security interest in the Project. (b) Subsequent Owner (i) Subject to Section 1(b)(ii), Contracting Party agrees that, if Lender notifies Contracting Party in writing that, pursuant to and in accordance with the Assignment, it has assigned, foreclosed or sold the Assigned Interest, then (A) Lender or its successor, assignee and/or designee, or any purchaser of the Assigned Interests (a “Subsequent Owner”) shall be substituted for Borrower under the Assigned Agreement and (B) Contracting Party shall (1) recognize Lender or the Subsequent Owner, as the case may be, as its counterparty under the Assigned Agreement and (2) continue to perform its obligations under the Assigned Agreement in favor of Lender or the Subsequent Owner, as the case may be; provided that Lender or such Subsequent Owner, as the case may be, has assumed in writing all of Borrower’s rights and obligations (including, without limitation, the obligation to cure any then existing payment and performance defaults, but excluding any obligation to cure any then existing performance defaults which by their nature are incapable of being cured) under the Assigned Agreement. Without limiting anything herein, the warranties provided by Contracting Party under the Assigned Agreement shall continue in full force and effect (until the expiration of the applicable warranty periods set forth in the Assigned Agreement) in the event that Lender or a Subsequent Owner succeeds to Borrower’s right, title and interest in            Page 175 of 581 PAGE 34 the Assigned Agreement. Contracting Party shall be entitled to rely upon any notice from Lender and/or any Subsequent Owner and shall be protected with respect to any payment made pursuant to such notice, irrespective of whether a dispute exists between Borrower and Lender/Subsequent Owner with respect to the existence of an event of default or the right of Lender/Subsequent Owner under the Loan Agreement or otherwise. If Contracting Party receives a notice from Lender and/or a Subsequent Owner pursuant to this Section, Contracting Party shall not be required to investigate or determine the validity or accuracy of such notice or the validity or enforceability of this Agreement. Borrower hereby agrees to indemnify, defend and hold Contracting Party harmless from and against any and all loss, claims, damage or liability arising from or related to any payment of any moneys or performance of obligations under the Assigned Agreement by Contracting Party made in good faith in reliance on and pursuant to such notice. Further, Borrower hereby waives any right, claim or demand it may now or hereafter have against Contracting Party by reason of such payment to Lender or Subsequent Owner, and any payment to Lender or Subsequent Owner shall discharge the obligation of Contracting Party to make such payments to Borrower. (ii) Notwithstanding anything contained herein or in the Assignment to the contrary, any Subsequent Owner shall be a Qualified Lessee Assignee as such term is defined in the Assigned Agreement. (c) Right to Cure If Borrower defaults in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Contracting Party to terminate or suspend its performance under the Assigned Agreement (each hereinafter a “default”), Contracting Party shall not terminate or suspend its performance under the Assigned Agreement until it first gives written notice of such default to Lender and affords Lender a period of at least 5 business days (or if such default is a nonmonetary default, a period of sixty (60) days and, to the extent that such nonmonetary default is incapable of being cured within sixty (60) days, and so long as Lender has commenced and is diligently pursuing appropriate action to cure such nonmonetary default within the original sixty (60) day cure period, up to an additional sixty (60) day period, as provided pursuant to the terms of the Assigned Agreement to cure such default, unless Lender and Contracting Party agree to extend such deadline) from receipt of such notice to cure such default; provided, however, that (a) if possession of the Project is necessary to cure such nonmonetary default and Lender has commenced foreclosure proceedings, whether judicial or non-judicial through exercise of a power of sale or otherwise, Lender shall be allowed a reasonable time to complete such proceedings within such longer period, and (b) if Lender is prohibited from curing any such nonmonetary default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Borrower, then            Page 176 of 581 PAGE 35 the time periods specified herein for curing such nonmonetary default shall be extended for a period of 270 days; otherwise, where there is a bankruptcy/insolvency default in addition to some other default under the Assigned Agreement resulting in any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Borrower, then the time periods specified herein for curing such nonmonetary default shall be extended for a period of 180 days. In the event the Lender does not cure any such default within such applicable extended cure periods, Contracting Party shall continue to have all rights and remedies afforded to it under the Assigned Agreement. (d) No Amendments (i) Contracting Party agrees that it shall not, without the prior written consent of Lender, enter into any novation, material amendment or other material modification of the Assigned Agreement. (ii) Contracting Party agrees that it shall not, without the prior written consent of Lender, (A) terminate, cancel or suspend its performance under the Assigned Agreement (unless it has given Lender any notice and opportunity to cure that are required by Section 1(c)), (B) consent to any assignment or other transfer by Borrower of its rights under the Assigned Agreement or (C) consent to any voluntary termination, cancellation or suspension of performance by Borrower under the Assigned Agreement. (e) Replacement Agreements In the event the Assigned Agreement is rejected or terminated as a result of any bankruptcy, insolvency, reorganization or similar proceeding affecting Borrower, Contracting Party and Lender agree to cooperate in good faith to negotiate a new agreement, such new agreement having identical terms, conditions, agreements, provisions and limitations as the Assigned Agreement (subject to any conforming changes necessitated by the substitution of parties and other changes as the parties may mutually agree), provided that (i) the term under such new agreement shall be no longer than the remaining balance of the term specified in the Assigned Agreement, (ii) upon execution of such new agreement, Lender cures any outstanding payment and performance defaults under the Assigned Agreement, excluding any performance defaults which by their nature are incapable of being cured, and (iii) Contracting Party approves of any entity that will operate the Facility and/or be a party to the new Assigned Agreement, in Contracting Party’s reasonable discretion. (f) Limitations on Liability Contracting Party acknowledges and agrees that Lender shall not have any liability or obligation under the Assigned Agreement as a result of this Consent, the Assignment or otherwise, nor shall Lender be obligated or required to (a) perform any of Borrower’s obligations under the Assigned Agreement, except during any period in which Lender has            Page 177 of 581 PAGE 36 assumed Borrower’s rights and obligations under the Assigned Agreement pursuant to Section 1(b) above, or (b) take any action to collect or enforce any claim for payment assigned under the Assignment. (g) Delivery of Notices Borrower shall deliver to Lender, concurrently with the receipt thereof from Contracting Party, a copy of each notice, request or demand given by Contracting Party to Borrower pursuant to the Assigned Agreement relating to (i) a default by Borrower under the Assigned Agreement and (ii) any matter that would require the consent of Lender pursuant to Section 1(d) of this Consent. Contracting Party and Borrower acknowledge and agree that no cancellation, suspension or termination of the Assigned Agreement by either Borrower or Contracting Party shall be binding upon Lender or Borrower without such notice, request or demand (as applicable), if applicable under Section 1(c), the opportunity to cure during the applicable extended cure period specified in Section 1(c) and, if applicable under Section 1(d), consent of Lender. (h) Transfer (i) In the event that Lender or a Subsequent Owner is substituted for Borrower under the Assigned Agreement pursuant to Section 1(b) or a new agreement entered into pursuant to Section 1(e), then, subsequent to such substitution and subject to the requirements of any Subsequent Owner as set forth in Section 1(b)(ii), Lender shall have the right to assign all of its interest in this Consent and in the Assigned Agreement or such new agreement to any entity; provided, that such assignee assumes in writing the obligations of Lender under this Consent or the Assigned Agreement or such new agreement, as applicable and that such assignee has the same financial ability as Borrower to fullfil the obligations of Borrower hereunder. Upon such assignment, transfer or sale of the Project, Lender shall be released from any further liability under the Assigned Agreement or such new agreement that accrue after such assignment. (ii) Contracting Party further acknowledges and agrees that Lender shall have the right, during the term of this Consent, to assign, transfer, and/or participate the Loan, the Loan Agreement, and all related Loan Documents, including this Consent, to an affiliate of Lender or to unrelated financing parties; provided, that such assignee assumes in writing the obligations of Lender under this Consent. Upon such assignment, Lender shall be released from any further liability under such Assigned Agreement or such new agreement that accrue after such assignment. 2. Payments under the Assigned Agreement Contracting Party shall pay all amounts (if any) payable by it under the Assigned Agreement in the manner and as and when required by the Assigned Agreement directly into the account or to such other person, entity or account as shall be specified from time to time by Lender            Page 178 of 581 PAGE 37 to Contracting Party in writing. Notwithstanding the foregoing, if any entity or person has become a Subsequent Owner pursuant to the terms hereof, then Contracting Party shall pay all such amounts directly to such Subsequent Owner or an account designated by Subsequent Owner. Contracting Party, Borrower and Lender each acknowledge and agree that each payment made by Contracting Party in accordance with this section shall, to the extent of the amount paid, constitute payment of the relevant amount owing by Contracting Party to Borrower under the Assigned Agreement and that such payment shall discharge the obligation of Contracting Party under the Assigned Agreement to make such payment to Borrower. Contracting Party shall be entitled to rely upon any notice from Lender and/or any Subsequent Owner and shall be protected with respect to any payment made pursuant to such notice, irrespective of whether a dispute exists between Borrower and Lender/Subsequent Owner with respect to the existence of an event of default or the right of Lender/Subsequent Owner under the Loan Agreement or otherwise. If Contracting Party receives a notice from Lender and/or a Subsequent Owner pursuant to this Section, Contracting Party shall not be required to investigate or determine the validity or accuracy of such notice or the validity or enforceability of this Agreement. Borrower hereby agrees to indemnify, defend and hold Contracting Party harmless from and against any and all loss, claims, damage or liability arising from or related to any payment of any moneys or performance of obligations under the Assigned Agreement by Contracting Party made in good faith in reliance on and pursuant to such notice. Further, Borrower hereby waives any right, claim or demand it may now or hereafter have against Contracting Party by reason of such payment to Lender or Subsequent Owner, and any payment to Lender or Subsequent Owner shall discharge the obligation of Contracting Party to make such payments to Borrower. 3. Representations and Warranties of Contracting Party Contracting Party hereby represents and warrants, in favor of Lender, as of the date hereof, that: (a) Contracting Party (i) is a California municipal corporation, (ii) is duly qualified, authorized to do business and in good standing in the State of California, and (iii) has all requisite power and authority to enter into and to perform its obligations hereunder, and to carry out the terms hereof and the transactions contemplated hereby; (b) the execution, delivery and performance by Contracting Party of this Consent have been duly authorized by all necessary action on the part of Contracting Party; (c) each of this Consent and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of Contracting Party by the appropriate officers of Contracting Party, and constitutes the legal, valid and binding obligation of Contracting Party, enforceable against Contracting Party in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or            Page 179 of 581 PAGE 38 other similar laws affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law); (d) there is no litigation, action, suit, proceeding or investigation pending or (to the best of Contracting Party’s knowledge) threatened against Contracting Party before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, could have a material adverse effect on the performance by Contracting Party of its obligations hereunder or under the Assigned Agreement; (e) the execution, delivery and performance by Contracting Party of this Consent do not violate any of the terms and conditions in its governance documents, any contracts to which it is a party or, to its knowledge, Applicable Law (as defined in the Assigned Agreement); (f) neither Contracting Party nor, to the best of Contracting Party’s knowledge, any other party to the Assigned Agreement, is in default of any of its obligations thereunder; (g) to the best of Contracting Party’s knowledge, (i) no event of force majeure exists under, and as defined in, the Assigned Agreement and (ii) no event or condition exists which would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either Contracting Party or Borrower to terminate or suspend its obligations under the Assigned Agreement. (h) Each of the representations and warranties set forth in this section are made as of the date hereof, provided, however, that the foregoing subsections (a), (b) and (e) shall survive the execution and delivery of this Consent until the Expiration Date (as defined in the PPA). 4. Miscellaneous (a) Addresses Any notices, communications and waivers under this Agreement shall be in writing and shall be (i) delivered in person, (ii) mailed, postage prepaid, either by registered or certified mail, return receipt requested, or (iii) sent by overnight express carrier, addressed in each case as follows at such other addresses as such Parties may designate by notice to the other Parties:            Page 180 of 581 PAGE 39 To Lender: With copy to: To Borrower: 24941 Dana Point Harbor Dr., Ste C220 Dana Point, CA 92629 Attn: Legal To Contracting Party: or to any other address as to any of the parties hereto, as such party shall designate in a written notice to the other party hereto. All notices sent pursuant to the terms of this section shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by overnight, express carrier, then on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third business day following the day sent or when actually received. (b) Governing Law This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to the choice of law or conflicts of law principles of the State of California. (c) Counterparts This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. (d) Headings Descriptive The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent. (e) Severability In case any provision in or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.            Page 181 of 581 PAGE 40 (f) Amendment, Waiver Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by Contracting Party, Borrower and Lender. (g) Successors and Assigns This Consent shall bind and benefit Contracting Party, Lender, and their respective successors and permitted assigns. (h) WAIVER OF TRIAL BY JURY TO THE EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTING PARTY, BORROWER AND LENDER HEREBY IRREVOCABLY WAIVE ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS CONSENT OR ANY MATTER ARISING HEREUNDER. NOTHING HEREIN SHALL BE CONSTRUED TO LIMIT OR AFFECT THE OTHERWISE EXISTING RIGHTS OR REMEDIES OF THE CONTRACTING PARTY PURSUANT TO THE UNDERLYING AGREEMENT ABSENT A DEFAULT EVENT AND LENDER EXERCISE OF RIGHTS THEREUNDER. (i) Form of Consent for Future Lender Contracting Party agrees that it shall execute an additional copy of this Consent for the benefit of any Future Lender that may be identified by Borrower by providing formal Notice, the form of which attached hereto as Exhibit A. (j) Entire Agreement This Consent and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings between the parties hereto in respect of the subject matter hereof. In the event of any conflict between the terms, conditions and provisions of this Consent and any such agreement, document or instrument (including, without limitation, the Assigned Agreement), the terms, conditions and provisions of this Consent shall prevail. [SIGNATURE PAGE FOLLOWS]            Page 182 of 581 SIGNATURE PAGE CONSENT AND AGREEMENT IN WITNESS WHEREOF, the parties hereto hereby execute this Consent and Agreement as of the day and year first above written. BORROWER: Valta Clean Fuels & Infrastructure, LLC, a Delaware limited liability company By: Valta Solar, LLC Its: Manager By: ________________ Name: Mark Milius Its: Manager CONTRACTING PARTY: City of San Luis Obispo, California municipal corporation By: _____________________________ Name: _____________________________ Its: _____________________________ Accepted and Agreed to: By: __________________________ [Lender representative]            Page 183 of 581 Exhibit A Form of Notice of Future Lender Borrower has entered into a loan agreement (together with all supplements, exhibits and amendments thereto, referred to as the “Loan Agreement”) with ___________________ (New Lender), pursuant to which New Lender has agreed to extend to Borrower a loan (the “Loan”) for the purpose of financing or re-financing certain costs of developing the Project. Pursuant to Section 4(i) of the Consent and Agreement dated _______________, 2023, Borrower hereby requests that Contracting Party execute an additional version of the Consent for the benefit of Future Lender.            Page 184 of 581 Exhibit 7 Memorandum of License RECORDING REQUESTED BY: WHEN RECORDED MAIL TO: VALTA Clean Fuels & Infrastructure, LLC 24941 Dana Point Harbor Drive Suite C-220 Dana Point, CA 92629 Attn: Jack Walter THIS SPACE FOR RECORDER’S USE ONLY ____________________________________________________________ MEMORANDUM OF LICENSE ____________________________________________________________ THE UNDERSIGNED DECLARE DOCUMENTARY TRANSFER TAX is $-0- exempt per R&T 11911 / License is for a term of less than 35 years, including renewal option. Computed on full value of property conveyed, or Computed on full value less value of liens or encumbrances remaining at time of sale, Unincorporated area: City of San Luis Obispo, California This instrument affects certain real property which are more particularly described in Exhibit A.            Page 185 of 581 MMEMORANDUM OF LICENSE AGREEMENT This Memorandum of License (“Memorandum”) is entered into as of ____________ ______, 2023, by and between the City of San Luis Obispo, a California charter city and municipal corporation (“Licensor”) and Valta Clean Fuels & Infrastructure, LLC, a Delaware limited liability company ("Licensee”) (Licensor and Licensee being collectively referred to as the “Parties”) The Parties hereby certify: A. On ___________ _______, 2023, the Parties entered into an Electric Vehicle Charging Station License Agreement (the “License”) which by its terms grants to Licensee a non-exclusive license for the construction, installation, operation and maintenance of various Electric Vehicle Charging Stations (as defined in the License), and for the interconnection of the Electric Vehicle Charging Stations, on portions of certain real property described on Exhibit A attached hereto and incorporated herein by this reference (the “Property”), together with certain other rights affecting the Property and any other property owned by Licensor or over which Licensor has the right to travel in order to operate, maintain, monitor, repair and remove the Electric Vehicle Charging Stations. B. The term of the License shall commence on ___________ ____, 2023 and shall have an initial term that is to end on the date that is the tenth (10th) anniversary of the Commencement Date (as defined in the License), unless earlier terminated as provided in the License. C. The addresses of the parties are as follows: Licensee: Licensor: Valta Clean Fuels & Infrastructure, LLC City of San Luis Obispo 24941 Dana Point Harbor Dr., Ste C-220 990 Palm Street Dana Point, CA 92629 San Luis Obispo, CA 93401 Attn: Jack Walter and Legal Attn: City Manager and City Clerk D. The Parties desire to enter into this Memorandum, which is to be recorded in order that third parties may have notice of the interests of Licensee in the Property and the existence of the License and of certain other rights granted to Licensee as part of the License. Should there be any inconsistency between the terms of this Memorandum and the License, the terms of the License shall prevail.            Page 186 of 581 The Parties hereby given notice that all property improvements, and other equipment that may be installed on the Property by or on behalf of Licensee shall be deemed personal property, shall remain the sole property of Licensee and shall not be deemed fixtures to the Property, regardless of how attached to the Property. [SIGNATURE PAGE FOLLOWS]            Page 187 of 581 6 IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum on the day and year first written above. LICENSOR: CITY OF SAN LUIS OBISPO By: By: ________________________________ Name: _____________________________ Title: ______________________________ LICENSEE: VALTA CLEAN FUELS & INFRASTRUCTURE, LLC, a Delaware limited liability company By: Valta Solar LLC Its: Manager By: _______________________________ Name: Mark Milius Its: Manager            Page 188 of 581 7 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 ) ) ss. County of ____________ ) On ______________________ 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 PENALTY 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 __________________________________ (Seal)            Page 189 of 581 8 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 ) ) ss. County of ____________ ) On ______________________ 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 PENALTY 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 __________________________________ (Seal)            Page 190 of 581 Utility Distribution Easement (02/2020)   RECORDING REQUESTED BY AND RETURN TO: PACIFIC GAS AND ELECTRIC COMPANY 300 Lakeside Drive, Suite 210 Oakland, CA 94612 Attn: Land Rights Library Location: City/Uninc______________________ Recording Fee $_____________________________ Document Transfer Tax $ __________ [ ] This is a conveyance where the consideration and Value is less than $100.00 (R&T 11911). [ ] Computed on Full Value of Property Conveyed, or [ ] Computed on Full Value Less Liens & Encumbrances Remaining at Time of Sale [ ] Exempt from the fee per GC 27388.1 (a) (2); This document is subject to Documentary Transfer Tax Signature of declarant or agent determining tax (SPACE ABOVE FOR RECORDER'S USE ONLY) LD# 2230-12-10068 EASEMENT DEED   CITY OF SAN LUIS OBISPO, a Municipal corporation, hereinafter called Grantor, hereby grants to PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, hereinafter called Grantee, the right from time to time to excavate for, construct, reconstruct, replace (of initial or any other size), remove, maintain, inspect, and use facilities and associated equipment for public utility purposes, including, but not limited to electric, gas, and communication facilities, together with a right of way therefor, on, over, under the easement area as hereinafter set forth, and also ingress thereto and egress therefrom, over and across the lands of Grantor situated in the City of San Luis Obispo, County of San Luis Obispo, State of California, described as follows: (APN 004-982-033) The parcel of land described and designated PARCEL ONE in the deed from Bertie J. Johnson and to Grantor dated July 26, 1956 and recorded in Book 856 of Official Records at page 317, San Luis Obispo County Records. The easement area is described as follows: The strips of land of the uniform width of 10 feet, lying 5 feet on each side of the alignment of the facilities as initially installed hereunder. The approximate locations of said facilities are shown upon Grantee’s Drawing No. S-3012222 attached hereto and made a part hereof. Grantee agrees that on receiving a request in writing, it will at Grantor’s expense, survey, prepare and record a “Notice of Final Description” referring to this instrument and setting forth a description of said strips of land. Page 191 of 581 Utility Distribution Easement (02/2020)   Grantor further grants to Grantee the right, from time to time, to trim or to cut down, without Grantee paying compensation, any and all trees and brush now or hereafter within said easement area, and shall have the further right, from time to time, to trim and cut down trees and brush along each side of said easement area which now or hereafter in the opinion of Grantee may interfere with or be a hazard to the facilities installed hereunder, or as Grantee deems necessary to comply with applicable state or federal regulations. Grantor also grants to Grantee the right to use such portion of said lands contiguous to said easement area as may be reasonably necessary in connection with the excavation, construction, reconstruction, replacement, removal, maintenance and inspection of said facilities. Grantor hereby covenants and agrees not to place or construct, nor allow a third party to place or construct, any building or other structure, or store flammable substances, or drill or operate any well, or construct any reservoir or other obstruction within said easement area, or diminish or substantially add to the ground level within said easement area, or construct any fences that will interfere with the maintenance and operation of said facilities. Grantor further grants to Grantee the right to apportion to another public utility (as defined in Section 216 of the California Public Utilities Code) the right to excavate for, construct, reconstruct, replace, remove, maintain, inspect, and use the communications facilities within said easement area including ingress thereto and egress therefrom. Grantor acknowledges that they have read the “Grant of Easement Disclosure Statement”, Exhibit “A”, attached hereto and made a part hereof. The legal description herein, or the map attached hereto, defining the location of this utility distribution easement, was prepared by Grantee pursuant to Section 8730(c) of the Business and Professions Code. This document may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Page 192 of 581 Utility Distribution Easement (02/2020)   The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto, and all covenants shall apply to and run with the land. Dated: __________________, _______. City of San Luis Obispo, a Municipal corporation, _____________________________________________ By: Print Name:______________________________ Title:____________________________________ I hereby certify that a resolution was adopted on the ____ day of _________, 20____, by the _____________________________________ authorizing the foregoing grant of easement. By__________________________________ Title________________________________ Page 193 of 581 Utility Distribution Easement (02/2020)   State of California County of ) On __________________________, before me, Notary Public, Insert name 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 PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature of Notary Public CAPACITY CLAIMED BY SIGNER [ ] Individual(s) signing for oneself/themselves [ ] Corporate Officer(s) of the above named corporation(s) [ ] Trustee(s) of the above named Trust(s) [ ] Partner(s) of the above named Partnership(s) [ ] Attorney(s)-in-Fact of the above named Principal(s) [ ] Other 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. Page 194 of 581 Utility Distribution Easement (02/2020)   Pacific Gas and Electric Company EXHIBIT “A” GRANT OF EASEMENT DISCLOSURE STATEMENT This Disclosure Statement will assist you in evaluating the request for granting an easement to Pacific Gas and Electric Company (PG&E) to accommodate a utility service extension to PG&E’s applicant. Please read this disclosure carefully before signing the Grant of Easement.  You are under no obligation or threat of condemnation by PG&E to grant this easement.  The granting of this easement is an accommodation to PG&E’s applicant requesting the extension of PG&E utility facilities to the applicant’s property or project. Because this easement is an accommodation for a service extension to a single customer or group of customers, PG&E is not authorized to purchase any such easement.  By granting this easement to PG&E, the easement area may be used to serve additional customers in the area and may be used to install additional utility facilities. Installation of any proposed facilities outside of this easement area will require an additional easement.  Removal and/or pruning of trees or other vegetation on your property may be necessary for the installation of PG&E facilities. You have the option of having PG&E’s contractors perform this work on your property, if available, or granting permission to PG&E’s applicant or the applicant’s contractor to perform this work. Additionally, in order to comply with California fire laws and safety orders, PG&E or its contractors will periodically perform vegetation maintenance activities on your property as provided for in this grant of easement in order to maintain proper clearances from energized electric lines or other facilities.  The description of the easement location where PG&E utility facilities are to be installed across your property must be satisfactory to you.  The California Public Utilities Commission has authorized PG&E’s applicant to perform the installation of certain utility facilities for utility service. In addition to granting this easement to PG&E, your consent may be requested by the applicant, or applicant’s contractor, to work on your property. Upon completion of the applicant’s installation, the utility facilities will be inspected by PG&E. When the facility installation is determined to be acceptable the facilities will be conveyed to PG&E by its applicant. By signing the Grant of Easement, you are acknowledging that you have read this disclosure and understand that you are voluntarily granting the easement to PG&E. Please return the signed and notarized Grant of Easement with this Disclosure Statement attached to PG&E. The duplicate copy of the Grant of Easement and this Disclosure Statement is for your records. Page 195 of 581 10/24/23 Los Padres 36 MDM 12E30S San Luis Obispo City, Rancho, Subdivision, Etc. SECTION TOWNSHIP RANGE REFERENCES: MERIDIAN DATESCALE APPLICANT: DRAWING NO.AUTHORIZDIVISIONPG&E COUNTY: F.B.: DR.BY: CH.BY: Existing Pole Property Line Legend Easement Delineation 35473424.dgn M22F 1993-007099 CC - OR along all boundaries or lines all courses extend to or Unless otherwise shown Grantor's Property Line N/A cL 10' Utility Easement Approximate Location L3B0 Vol. 856 Page 317 City of San Luis Obispo APN: 004-982-033 San Luis Obispo 35473424 1"= 50' Plat No. AZ138-A18 Section 36, SE¼ of SE¼ APN: 004-982-033 APN: 004-982-033 Electrical Box Transformer 22-RS-08 S-3012222 Valta Clean Fuels Page 196 of 581 Utility Distribution Easement (02/2020)   Attach to LD: 2230-12-10068 Area, Region or Location: 4 Land Service Office: San Luis Obispo Line of Business: Electric Distribution (43) Business Doc Type: Easements MTRSQ: 22.30.12.36.23, 22.30.12.36.22, FERC License Number: PG&E Drawing Number: S-3012222 Plat No.: AZ138-A18 LD of Affected Documents: LD of Cross Referenced Documents: Type of interest: Electric Underground Easements (4), Utility Easement (86) SBE Parcel: % Being Quitclaimed: Order or PM: 35473424 JCN: County: San Luis Obispo Utility Notice Number: 851 Approval Application No: ;Decision: Prepared By: m22f Checked By: l3b0 Approved By: Revised by: Page 197 of 581 Page 198 of 581 Utility Distribution Easement (02/2020)   RECORDING REQUESTED BY AND RETURN TO: PACIFIC GAS AND ELECTRIC COMPANY 300 Lakeside Drive, Suite 210 Oakland, CA 94612 Attn: Land Rights Library Location: City/Uninc______________________ Recording Fee $_____________________________ Document Transfer Tax $ __________ [ ] This is a conveyance where the consideration and Value is less than $100.00 (R&T 11911). [ ] Computed on Full Value of Property Conveyed, or [ ] Computed on Full Value Less Liens & Encumbrances Remaining at Time of Sale [ ] Exempt from the fee per GC 27388.1 (a) (2); This document is subject to Documentary Transfer Tax Signature of declarant or agent determining tax (SPACE ABOVE FOR RECORDER'S USE ONLY) LD# 2230-12-10077 EASEMENT DEED   CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter called Grantor, hereby grants to PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, hereinafter called Grantee, the right from time to time to excavate for, construct, reconstruct, replace (of initial or any other size), remove, maintain, inspect, and use facilities and associated equipment for public utility purposes, including, but not limited to electric, gas, and communication facilities, together with a right of way therefor, on, over, and under the easement area as hereinafter set forth, and also ingress thereto and egress therefrom, over and across the lands of Grantor situated in the City of San Luis Obispo, County of San Luis Obispo, State of California, described as follows: (APN 001-031-028) The parcel of land described in the deed from W. C. Wickenden to Grantor dated July 29, 1946 and recorded in Volume 424 of Official Records at page 161, San Luis Obispo County Records; excepting therefrom the portion thereof lying within the boundary lines of the parcel of land described in the deed from Grantor to the State of California dated May 01, 1967 and recorded in Volume 1439 of Official Records at page 574, San Luis Obispo County Records. The easement area is described as follows: The strips of land of the uniform width of 10 feet, lying 5 feet on each side of the alignment of the facilities as initially installed hereunder. The approximate locations of said facilities are shown upon Grantee’s Drawing No. S-3012224 attached hereto and made a part hereof. Page 199 of 581 Utility Distribution Easement (02/2020)   Grantee agrees that on receiving a request in writing, it will at Grantor’s expense, survey, prepare and record a “Notice of Final Description” referring to this instrument and setting forth a description of said strips of land. Grantor further grants to Grantee the right, from time to time, to trim or to cut down, without Grantee paying compensation, any and all trees and brush now or hereafter within said easement area, and shall have the further right, from time to time, to trim and cut down trees and brush along each side of said easement area which now or hereafter in the opinion of Grantee may interfere with or be a hazard to the facilities installed hereunder, or as Grantee deems necessary to comply with applicable state or federal regulations. Grantor also grants to Grantee the right to use such portion of said lands contiguous to said easement area as may be reasonably necessary in connection with the excavation, construction, reconstruction, replacement, removal, maintenance and inspection of said facilities. Grantor hereby covenants and agrees not to place or construct, nor allow a third party to place or construct, any building or other structure, or store flammable substances, or drill or operate any well, or construct any reservoir or other obstruction within said easement area, or diminish or substantially add to the ground level within said easement area, or construct any fences that will interfere with the maintenance and operation of said facilities. Grantor further grants to Grantee the right to apportion to another public utility (as defined in Section 216 of the California Public Utilities Code) the right to excavate for, construct, reconstruct, replace, remove, maintain, inspect, and use the communications facilities within said easement area including ingress thereto and egress therefrom. Grantor acknowledges that they have read the “Grant of Easement Disclosure Statement”, Exhibit “A”, attached hereto and made a part hereof. The legal description herein, or the map attached hereto, defining the location of this utility distribution easement, was prepared by Grantee pursuant to Section 8730(c) of the Business and Professions Code. This document may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Page 200 of 581 Utility Distribution Easement (02/2020)   The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto, and all covenants shall apply to and run with the land. Dated: __________________, _______. City of San Luis Obispo, a municipal corporation _____________________________________________ By: Print Name:______________________________ Title:____________________________________ I hereby certify that a resolution was adopted on the ____ day of _________, 20____, by the _____________________________________ authorizing the foregoing grant of easement. By__________________________________ Title________________________________ Page 201 of 581 Utility Distribution Easement (02/2020)   State of California County of ) On __________________________, before me, Notary Public, Insert name 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 PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature of Notary Public CAPACITY CLAIMED BY SIGNER [ ] Individual(s) signing for oneself/themselves [ ] Corporate Officer(s) of the above named corporation(s) [ ] Trustee(s) of the above named Trust(s) [ ] Partner(s) of the above named Partnership(s) [ ] Attorney(s)-in-Fact of the above named Principal(s) [ ] Other 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. Page 202 of 581 Utility Distribution Easement (02/2020)   Pacific Gas and Electric Company EXHIBIT “A” GRANT OF EASEMENT DISCLOSURE STATEMENT This Disclosure Statement will assist you in evaluating the request for granting an easement to Pacific Gas and Electric Company (PG&E) to accommodate a utility service extension to PG&E’s applicant. Please read this disclosure carefully before signing the Grant of Easement.  You are under no obligation or threat of condemnation by PG&E to grant this easement.  The granting of this easement is an accommodation to PG&E’s applicant requesting the extension of PG&E utility facilities to the applicant’s property or project. Because this easement is an accommodation for a service extension to a single customer or group of customers, PG&E is not authorized to purchase any such easement.  By granting this easement to PG&E, the easement area may be used to serve additional customers in the area and may be used to install additional utility facilities. Installation of any proposed facilities outside of this easement area will require an additional easement.  Removal and/or pruning of trees or other vegetation on your property may be necessary for the installation of PG&E facilities. You have the option of having PG&E’s contractors perform this work on your property, if available, or granting permission to PG&E’s applicant or the applicant’s contractor to perform this work. Additionally, in order to comply with California fire laws and safety orders, PG&E or its contractors will periodically perform vegetation maintenance activities on your property as provided for in this grant of easement in order to maintain proper clearances from energized electric lines or other facilities.  The description of the easement location where PG&E utility facilities are to be installed across your property must be satisfactory to you.  The California Public Utilities Commission has authorized PG&E’s applicant to perform the installation of certain utility facilities for utility service. In addition to granting this easement to PG&E, your consent may be requested by the applicant, or applicant’s contractor, to work on your property. Upon completion of the applicant’s installation, the utility facilities will be inspected by PG&E. When the facility installation is determined to be acceptable the facilities will be conveyed to PG&E by its applicant. By signing the Grant of Easement, you are acknowledging that you have read this disclosure and understand that you are voluntarily granting the easement to PG&E. Please return the signed and notarized Grant of Easement with this Disclosure Statement attached to PG&E. The duplicate copy of the Grant of Easement and this Disclosure Statement is for your records. Page 203 of 581 Los Padres 26 MDM 12E30S San Luis Obispo Section 26, SW¼ of NW¼ City, Rancho, Subdivision, Etc. SECTION TOWNSHIP RANGE REFERENCES: MERIDIAN DATESCALE APPLICANT: DRAWING NO.AUTHORIZDIVISIONPG&E COUNTY: F.B.: DR.BY: CH.BY: Property Line Legend Easement Delineation 35472884.dgn M22F along all boundaries or lines all courses extend to or Unless otherwise shown Grantor's Property Line N/A L3B0 San Luis Obispo 35472884 12/1/23 Valta Energy S-3012224 Plat No. AY138-D10 cL 10' Utility Easement Approximate Location New LD #2230-12-1058 Existing Existing Pole Line Electrical Box Transformer 129-RS-51 5-RS-36 127-RS-64 5-MAPS-55 TRACT NO. 34 APN:001-031-028 1"= 50' Vol. 424 Pg. 161 City of San Luis Obispo Page 204 of 581 Utility Distribution Easement (02/2020)   Attach to LD: 2230-12-10077 Area, Region or Location: 4 Land Service Office: San Luis Obispo Line of Business: Electric Distribution (43) Business Doc Type: Easements MTRSQ: 22.30.12.26.43, FERC License Number: PG&E Drawing Number: S-3012224 Plat No.: AY138-D10 LD of Affected Documents: LD of Cross Referenced Documents: Type of interest: Electric Underground Easements (4), Utility Easement (86) SBE Parcel: % Being Quitclaimed: Order or PM: 35472884 JCN: County: San Luis Obispo Utility Notice Number: 851 Approval Application No: ;Decision: Prepared By: m22f Checked By: l3b0 Approved By: Revised by: Page 205 of 581 Page 206 of 581 Utility Distribution Easement (02/2020)   RECORDING REQUESTED BY AND RETURN TO: PACIFIC GAS AND ELECTRIC COMPANY 300 Lakeside Drive, Suite 210 Oakland, CA 94612 Attn: Land Rights Library Location: City/Uninc______________________ Recording Fee $_____________________________ Document Transfer Tax $ __________ [ ] This is a conveyance where the consideration and Value is less than $100.00 (R&T 11911). [ ] Computed on Full Value of Property Conveyed, or [ ] Computed on Full Value Less Liens & Encumbrances Remaining at Time of Sale [ ] Exempt from the fee per GC 27388.1 (a) (2); This document is subject to Documentary Transfer Tax Signature of declarant or agent determining tax (SPACE ABOVE FOR RECORDER'S USE ONLY) LD# 2230-12-10076 EASEMENT DEED   THE CITY OF SAN LUIS OBISPO, a municipal corporation and charter city, hereinafter called Grantor, hereby grants to PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, hereinafter called Grantee, the right from time to time to excavate for, construct, reconstruct, replace (of initial or any other size), remove, maintain, inspect, and use facilities and associated equipment for public utility purposes, including, but not limited to electric, gas, and communication facilities, together with a right of way therefor, on, over, and under the easement area as hereinafter set forth, and also ingress thereto and egress therefrom, over and across the lands of Grantor situated in the City of San Luis Obispo, County of San Luis Obispo, State of California, described as follows: (APN 003-659-010) The parcel of land described and designated PARCEL 2 in the deed from Depot Square LP to Grantor dated July 27, 2010 and recorded as Document No. 2010044817, San Luis Obispo County Records. The easement area is described as follows: The strips of land of the uniform width of 10 feet, lying 5 feet on each side of the alignment of the facilities as initially installed hereunder. The approximate locations of said facilities are shown upon Grantee’s Drawing No. S-3012223 attached hereto and made a part hereof. Grantee agrees that on receiving a request in writing, it will at Grantor’s expense, survey, prepare and record a “Notice of Final Description” referring to this instrument and setting forth a description of said strips of land. Page 207 of 581 Utility Distribution Easement (02/2020)   Grantor further grants to Grantee the right, from time to time, to trim or to cut down, without Grantee paying compensation, any and all trees and brush now or hereafter within said easement area, and shall have the further right, from time to time, to trim and cut down trees and brush along each side of said easement area which now or hereafter in the opinion of Grantee may interfere with or be a hazard to the facilities installed hereunder, or as Grantee deems necessary to comply with applicable state or federal regulations. Grantor also grants to Grantee the right to use such portion of said lands contiguous to said easement area as may be reasonably necessary in connection with the excavation, construction, reconstruction, replacement, removal, maintenance and inspection of said facilities. Grantor hereby covenants and agrees not to place or construct, nor allow a third party to place or construct, any building or other structure, or store flammable substances, or drill or operate any well, or construct any reservoir or other obstruction within said easement area, or diminish or substantially add to the ground level within said easement area, or construct any fences that will interfere with the maintenance and operation of said facilities. Grantor further grants to Grantee the right to apportion to another public utility (as defined in Section 216 of the California Public Utilities Code) the right to excavate for, construct, reconstruct, replace, remove, maintain, inspect, and use the communications facilities within said easement area including ingress thereto and egress therefrom. Grantor acknowledges that they have read the “Grant of Easement Disclosure Statement”, Exhibit “A”, attached hereto and made a part hereof. The legal description herein, or the map attached hereto, defining the location of this utility distribution easement, was prepared by Grantee pursuant to Section 8730(c) of the Business and Professions Code. This document may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Page 208 of 581 Utility Distribution Easement (02/2020)   The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto, and all covenants shall apply to and run with the land. Dated: __________________, _______. The City of San Luis Obispo, a municipal corporation and charter city _____________________________________________ By: Print Name:______________________________ Title:____________________________________ I hereby certify that a resolution was adopted on the ____ day of _________, 20____, by the _____________________________________ authorizing the foregoing grant of easement. By__________________________________ Title________________________________ Page 209 of 581 Utility Distribution Easement (02/2020)   State of California County of ) On __________________________, before me, Notary Public, Insert name 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 PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature of Notary Public CAPACITY CLAIMED BY SIGNER [ ] Individual(s) signing for oneself/themselves [ ] Corporate Officer(s) of the above named corporation(s) [ ] Trustee(s) of the above named Trust(s) [ ] Partner(s) of the above named Partnership(s) [ ] Attorney(s)-in-Fact of the above named Principal(s) [ ] Other 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. Page 210 of 581 Utility Distribution Easement (02/2020)   Pacific Gas and Electric Company EXHIBIT “A” GRANT OF EASEMENT DISCLOSURE STATEMENT This Disclosure Statement will assist you in evaluating the request for granting an easement to Pacific Gas and Electric Company (PG&E) to accommodate a utility service extension to PG&E’s applicant. Please read this disclosure carefully before signing the Grant of Easement.  You are under no obligation or threat of condemnation by PG&E to grant this easement.  The granting of this easement is an accommodation to PG&E’s applicant requesting the extension of PG&E utility facilities to the applicant’s property or project. Because this easement is an accommodation for a service extension to a single customer or group of customers, PG&E is not authorized to purchase any such easement.  By granting this easement to PG&E, the easement area may be used to serve additional customers in the area and may be used to install additional utility facilities. Installation of any proposed facilities outside of this easement area will require an additional easement.  Removal and/or pruning of trees or other vegetation on your property may be necessary for the installation of PG&E facilities. You have the option of having PG&E’s contractors perform this work on your property, if available, or granting permission to PG&E’s applicant or the applicant’s contractor to perform this work. Additionally, in order to comply with California fire laws and safety orders, PG&E or its contractors will periodically perform vegetation maintenance activities on your property as provided for in this grant of easement in order to maintain proper clearances from energized electric lines or other facilities.  The description of the easement location where PG&E utility facilities are to be installed across your property must be satisfactory to you.  The California Public Utilities Commission has authorized PG&E’s applicant to perform the installation of certain utility facilities for utility service. In addition to granting this easement to PG&E, your consent may be requested by the applicant, or applicant’s contractor, to work on your property. Upon completion of the applicant’s installation, the utility facilities will be inspected by PG&E. When the facility installation is determined to be acceptable the facilities will be conveyed to PG&E by its applicant. By signing the Grant of Easement, you are acknowledging that you have read this disclosure and understand that you are voluntarily granting the easement to PG&E. Please return the signed and notarized Grant of Easement with this Disclosure Statement attached to PG&E. The duplicate copy of the Grant of Easement and this Disclosure Statement is for your records. Page 211 of 581 11/20/23 Los Padres 35 MDM 12E30S San Luis Obispo City, Rancho, Subdivision, Etc. SECTION TOWNSHIP RANGE REFERENCES: MERIDIAN DATESCALE APPLICANT: DRAWING NO.AUTHORIZDIVISIONPG&E COUNTY: F.B.: DR.BY: CH.BY: Property Line Legend Easement Delineation 35473423.dgn M22F along all boundaries or lines all courses extend to or Unless otherwise shown Grantor's Property Line N/A L3B0 San Luis Obispo Section 35, SW¼ of NE¼ 35473423 S-3012223 Plat No. AZ138-A11 1"= 30' Valta Energy SLO AL 07-0050 LLA 44-07 PARCEL 2 76-PM-12 SLO 10-0092 Parcel 1 37-PM-59 SLO 84-192 PARCEL 1 OS OS S T APN: 003-659-010 cL 10' Utility Easement Approximate Location Doc# 2010044817 The City of San Luis Obispo Transformer Electrical Box Page 212 of 581 Utility Distribution Easement (02/2020)   Attach to LD: 2230-12-10076 Area, Region or Location: 4 Land Service Office: San Luis Obispo Line of Business: Electric Distribution (43) Business Doc Type: Easements MTRSQ: 22.30.12.35.13, FERC License Number: PG&E Drawing Number: S-3012223 Plat No.: AZ138-A11 LD of Affected Documents: LD of Cross Referenced Documents: Type of interest: Electric Underground Easements (4), Utility Easement (86) SBE Parcel: % Being Quitclaimed: Order or PM: 35473423 JCN: County: San Luis Obispo Utility Notice Number: 851 Approval Application No: ;Decision: Prepared By: m22f Checked By: l3b0 Approved By: Revised by: Page 213 of 581 Page 214 of 581