HomeMy WebLinkAbout25F - AGMT WITH TESLA SUPERCHARERSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
FEBRUARY 18, 2020
TITLE:
APPROVE AGREEMENT WITH TESLA, INC.
FOR UTILITY WORK AND INSTALLATION
OF 20 TESLA SUPERCHARGERS AT THE
FIFTH AND SPURGEON PARKING
STRUCTURE FOR A FIVE-YEAR TERM,
WITH TWO FIVE-YEAR EXTENSIONS;
APPROVE EASEMENT WITH SOUTHERN
CALIFORNIA EDISON COMPANY
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1" Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
rK•�►nutri�.ic.
/s/Kristine Ridge FILE NUMBER
CITY MANAGER
RECOMMENDED ACTION
1. Authorize the City Manager to execute an agreement with Tesla, Inc. for the installation and
maintenance of twenty Tesla Superchargers at the City -owned Fifth and Spurgeon parking
structure, for a five-year term with two five-year extensions, subject to non -substantive changes
approved by the City Manager and City Attorney.
Approve a Grant of Easement with Southern California Edison Company for utility work and
equipment at the Fifth and Spurgeon parking structure and authorize the City Manager to
execute any and all documents necessary to effectuate the Grant of Easement.
DISCUSSION
In January 2019, staff began discussions with Tesla representatives on the possibility of a second
Tesla Supercharger Station in Santa Ana. In an effort to expand Electric Vehicle (EV) stations,
further Santa Ana's efforts as a Green City, provide an amenity to residents and visitors, and
increase patronage to downtown businesses, the City -owned Fifth and Spurgeon parking structure
was identified as a feasible location for a Tesla Supercharger Station. This would be the first
public -private partnership with Tesla in Orange County.
With City Council approval of the agreement (Exhibit 1) and execution of the easement by the city
manager, the Tesla Supercharger Station will be equipped with 20 fast chargers for Tesla vehicles
and located on the third floor of the Fifth and Spurgeon parking structure. Tesla will cover all costs
associated with the utility work, installation, and ongoing maintenance and electricity costs for the
Tesla chargers. Additionally, staff negotiated with Tesla to include in their scope of work the costs
associated with establishing electric service for a separate Edison meter for the City, capable of
supporting a City -owned or operated EV station with fast chargers, equipped to charge all types
of electric vehicles.
25F-1
Tesla, Inc. Supercharger Agreement
February 18, 2020
Page 2
In 2018, the City Council approved EV stations for six locations, funded through a grant from the
Southern California Air Quality Metropolitan District (AQMD). Of these locations, only one is in
downtown Santa Ana, located at the Third and Bush surface lot, and is equipped with two EV
parking stalls. The closest Supercharging Station, located at MainPlace Mall, is equipped with 16
fast charging stalls and averages approximately 270 visits per day.
Installation of the Supercharger Station will bring hundreds of additional visitors to downtown
Santa Ana on a weekly basis, increase patronage to downtown businesses, and increase sales
tax revenue to the City. The Fifth and Spurgeon parking structure has a combined total of 700
parking stalls and on average is 25% occupied. Full capacity is only reached during special events,
approximately ten times per year. The garage is adjacent to Plaza Calle Cuatro, 4th Street Market,
and in close proximity to the Spurgeon Paseo.
Tesla estimates that the installation cost for this site is over $700,000 and monthly maintenance
and electricity is over $20,000. Tesla states that supercharging is not intended as a profit -
generator, but an amenity to Tesla customers. Their current fee is $0.28-$0.32/kWh. For
comparison purposes, in 2018, City Council established a fee of $0.25/kWh for the first 4 hours,
and $2.00 per hour after the initial 4 hours for City -operated EV chargers. These fees are intended
to cover the operating costs and ongoing maintenance and electricity costs.
To ensure compliance with California Government Code Section 53083 regarding Economic
Subsidy Reports, an analysis of the loss of revenue to the City was conducted. The lost revenue
for the elimination of seven parking spaces is estimated at $23,760 for a 15-year period, which
does not meet the minimum $100,000 threshold. Therefore, an Economic Subsidy Report is not
required. The lost revenue is calculated based on the elimination of seven parking spaces at the
Fifth and Spurgeon parking structure, due to utility equipment and accessible parking spaces. This
calculation of lost revenue is for compliance with State code. However, the project is expected to
make a positive economic impact through infrastructure improvements, additional patronage to
downtown, and by positioning the City with an innovative advantage.
CEQA
In accordance with the California Environmental Quality Act, the recommended action is exempt
from CEQA pursuant to State CEQA Guidelines Section 15301 (Class 1 - Existing Facilities). Class
1 exempts from environmental review for "the operation, repair, maintenance, permitting, leasing,
licensing, or minor alteration of existing public or private structures, facilities, mechanical
equipment, or topographical features, involving negligible or no expansion of existing or former
use." The proposed project consists of a minor alteration of an existing parking facility to add
electric vehicle charging capabilities. The proposed project would not increase the number of
parking spaces and, therefore, would result in negligible, if any, expansion of use. There are no
features that distinguish this project from others in the exempt class and, therefore, there are no
unusual circumstances. As a result, Environmental Review No. 2020-7 will be filed for this project.
25F-2
Tesla, Inc. Supercharger Agreement
February 18, 2020
Page 3
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #3 - Economic Development, Strategy #4
(continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse,
shopping, dining, and entertainment destination).
FISCAL IMPACT
There is no fiscal impact associated with this action. Tesla, Inc. will cover the cost of the utility
work to route electricity to the Fifth and Spurgeon parking structure, and the installation and
maintenance of the Supercharger station.
Steven A. Mendoza Kathryn Downs, CPA
Executive Director Executive Director
Community Development Agency Finance and Management Services Agency
Nabil Saba, PE
Acting Executive Director
Public Works Agency
Exhibits:
1. Agreement
2. Site Plan
3. Location Map
Minh Thai
Executive Director
Planning and Building Agency
25F-3
SUPERCHARGER AGREEMENT
This Supercharger Agreement (this "Aereement") is effective as of the date last signed below by
and between The City of Santa Ana, a charter city and municipal corporation of the State of California
) and Tesla, Inc., a Delaware corporation ("Tesla"). Tesla and City are each referred to herein as a
"Party" and collectively as the "Parties."
WHEREAS, Tesla, through the provision of electric vehicle charging services at the Property, will
provide value to City by increasing the visibility of, and attracting Tesla customers to, the Property; and
WHEREAS, City is the sole owner of the Property Garage B - 511 & Spurgeon, located at 300 E 5th
Street, Santa Ana, CA 92701; and
WHEREAS, City acknowledges the value of having an electric vehicle charging station to serve
Tesla customers at the Property; and
WHEREAS, Tesla will bear the cost and expense of the installation and utility work for the
Supercharger Station; and
WHEREAS, Tesla agrees to coordinate the electric vehicle charging station utility work with the
local utility to enable the City to install, own and operate an electric vehicle charging station at the
Property.
NOW THEREFORE, in consideration of the above and for other good and valuable consideration,
the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. CONTACT INFORMATION:
City:
City of Santa Ana
Community Development Agency
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
Attention: Executive Director
Phone: (714)647-5360
With a copy to:
City Attorney
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Tesla:
Tesla, Inc.
3500 Deer Creek Road
Palo Alto, CA 94304
Attention: Supercharger Team
Phone: (650) 681-5000
With a copy to:
Email: superchargerhost@tesla.com
24-hour Technical Support & Service:
877-79-TESLA(877-798-3752)
2, PREMISES: City hereby leases to Testa, and Tesla hereby leases from City, twenty (27) parking
spaces, up to thirteen (13) feet of additional parking width to provide disability access and
approximately 200-400 square feet of space for equipment, all as depicted on Exhibit A attached
hereto (the "Premises"), in order to build a Supercharger Station (as defined in Exhibit B), subject
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v.20190227 EXHIBIT 1
25F-4
to the terms of this Agreement. The Premises are located on the property commonly known as
Garage B - 5th & Spurgeon, located at 300 E 5th Street, Santa Ana, CA 92701 (the "Property").
3. FOOTPRINT: A total of twenty (20) parking spaces shall be outfitted with Superchargers (as
defined in Exhibit B) to serve as dedicated charging stalls ("Dedicated Stalls").
4. CONSTRUCTION AND ALTERATIONS:
A. Tesla's Work: Tesla shall, at its sole cost, perform the EVCS Utility Work (as defined in Exhibit
C) make alterations to the Premises and construct the Supercharger Station (collectively,
"Tesla's Work"). Tesla acknowledges that Tesla's Work shall only begin after: (a) City has
approved the plans and specifications, including equipment locations (the "Approved Plans");
and (b) Tesla has obtained all permits and approvals required by applicable governing bodies.
Note that the City's execution of this Agreement does not confer approval of the Approved
Plans. Any alterations to the Approved Plans or Supercharger Station shall be approved in
advance by City's manager and shall comply with applicable Laws (as defined in Section 33).
City's approval of the plans and specifications, and of any alterations to the Approved Plans
or Supercharger Station, may be by e-mail and shall not be unreasonably withheld,
conditioned or delayed. Tesla shall promptly repair any damage to the Property caused by
Tesla, its agents, contractors and employees while performing Tesla's Work to the reasonable
satisfaction of the City. For the avoidance of doubt, any subsequent alterations to the plans
for the EVCS Utility Work shall be mutually approved by the Parties.
B. EVCS Utility Work: As more particularly described in Exhibit C Tesla shall, at its sole cost,
coordinate the EVCS Utility Work in the portion of the Property depicted on Exhibit A ("EVCS
Area") to enable City to own and operate a EVCS at the Property. Except for the EVCS Utility
Work, City is solely responsible for all obligations related to the EVCS Area and/or the EVCS,
including but not limited to the maintenance, replacement, and removal of all equipment
within the EVCS Area and Tesla shall have no liability for any damage or loss incurred by City
related to the EVCS Area and/or EVCS unless caused by Tesla's gross negligence or intentional
misconduct.
5. POSSESSION DATE: The first date that Tesla may enterthe Premises and Property to begin Tesla's
Work is anticipated to be on February 7, 2020 (the "Possession Date"). Upon the mutual
agreement of the Parties, the Possession Date may be changed by letter acknowledging the new
Possession Date.
6. COMMENCEMENT DATE: Tesla shall open the Supercharger Station to the public (the
"Commencement pate°) within three hundred and sixty-five (365) days following the Possession
Date, provided that such time shall be extended to the extent a delay is due to permitting, utility,
or other requirements beyond Tesla's control, or is due to Force Majeure (as defined in Section
31). Tesla shall deliver written notice to City promptly following the Commencement Date to
confirm such date for recordkeeping purposes.
TERM: The initial term of this Agreement shall expire five (5) years from the last day of the month
in which the Commencement Date occurs (the "Initial Term"). Tesla shall have two (2) options to
extend the term of this Agreement for an additional five (5) years each (each a "Renewal Term"
and together with the Initial Term, the "Term"), upon the same terms contained in this
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Agreement, provided that no Event of Default (as defined in Section 16) exists at the time of
extension. Tesla shall exercise the option for each Renewal Term by giving notice to City no later
than thirty (30) days prior to the expiration of the Initial Term or Renewal Term, as applicable.
8. REMOVAL: Tesla shall, at its sole cost, remove the Trade Fixtures (as defined in Exhibit B
promptly following termination of this Agreement and restore the Premises to a condition
commensurate with the rest of the Property, subject to exceptions for reasonable wear and tear
and damage by casualty or condemnation. City agrees that all Trade Fixtures and related
intellectual property are and shall remain the personal property of Tesla. The Infrastructure (as
defined in Exhibit B) shall be left in a safe condition and shall become the property of City upon
termination of this Agreement (except for Infrastructure that is upstream of the meter, which is
and shall remain the property of the utility).
9. UTILITIES: As more particularly described on Exhibit C:
A. Tesla agrees to arrange and pay the charges for all Tesla-related utility services provided or
used, including payment for electricity consumed by Tesla's meter, in or at the Premises
during the Term. Tesla shall pay directly to the utility company the cost of installation of any
and all such Tesla-related utility services and shall arrange to have the utility service at the
Premises and EVCS Area separately metered.
B. City shall be responsible for paying all utility bills related to the City s meter for the EVCS Area
after installation, including payment for electricity consumed at the EVCS Area during the
Term.
C. The Parties acknowledge and agree that neither shall be responsible for any damages suffered
by the other in connection with the quality, quantity or interruption of utility service, unless
the cause of the disruption or damage was due to the gross negligence or intentional
misconduct of the other Party.
10. USE: Tesla shall use and occupy the Premises during the Term for a Supercharger Station and
incidental purposes, which may include generating photovoltaic electricity and operating an
energy storage system, and for any other lawful use as may be approved by City, such approval
not to be unreasonably withheld, conditioned or delayed ("Permitted Use"). Tesla is authorized
to operate and collect payment for use of the Supercharger Station year round, twenty-four (24)
hours per day and seven (7) days per week. Nothing herein shall prevent City from installing non-
Tesla charging equipment at any location on the Property, including immediately adjacent to the
Premises; provided that such equipment shall not be installed within the Premises.
11. MAINTENANCE: Tesla shall be responsible for maintaining the Supercharger Station (including
repair and replacement of equipment, as necessary) at its sole cost, and City shall have no liability
for damage to the Supercharger Station unless caused by City's gross negligence or intentional
misconduct. Notwithstanding the foregoing, City's normal responsibility to maintain the common
areas of the Property shall also applyto the Premises, such as for repaving, restriping, and garbage
collection, and City agrees to coordinate such maintenance with Tesla pursuant to Section 12.
Tesla may, at its sole cost, install security cameras and other equipment to monitor the Premises
from off -site, which requires prior City approval.
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12. TEMPORARY IMPAIRMENT: Tesla agrees that City shall have the right to temporarily access
and/or temporarily restrict access to a portion of the Premises to perform routine parking lot
maintenance or planned power outages, provided City shall make best efforts that (a) not more
than half of the charging stalls may be restricted at any given time, (b) City shall use commercially
reasonable efforts to minimize any impairment of the Premises, including, without limitation, by
limiting such impairment to times of day and days of the week that are not busy charging periods,
and (c) except in the case of an emergency, City shall provide Tesla at leastthirty (30) days advance
written notice stating the date, time, duration and scope of the planned impairment.
13. CITY COVENANTS: City represents that: (a) it is the owner of the Property and has the power and
authority to enter into this Agreement on the terms hereof; (b) it has obtained any required
consents to enter into this Agreement; (c) the Property is subject to no conditions, restrictions or
covenants incompatible with the Permitted Use; and (d) this Agreement does not violate any
agreement, lease or other commitment by which City is bound. City shall not take any action that
would impair or interrupt the use of the Premises or Supercharger Station, except as permitted in
Section 12. City agrees to notify Tesla within a commercially reasonable time if (x) it has
knowledge of third -parties impairing or misusing the Supercharger Station, or (y) it obtains
knowledge of a needed repair to the Supercharger Station. If non -Testa motorists repeatedly park
in the Dedicated Stalls, thereby impairing use of the Dedicated Stalls, then the Parties shall
reasonably cooperate to implement an appropriate and effective strategy for preventing such
impairment, which may include, without limitation, alternative signage and painted asphalt.
14. PAYMENTS TO CITY: Other than parking fees charged to all users of the Property, City shall have
no right to request or accept payment from Tesla, Tesla customers or any other third -parties in
connection with use of the Supercharger Station.
15. SIGNAGE: Subject to applicable Laws (as defined in Section 33 , Tesla shall install signage for the
Dedicated Stalls substantially similar to the signage represented in Exhibit B ("Sianaee"). Any
material revisions or additions to the Signage shall be subject to City approval, which shall not be
unreasonably withheld, conditioned or delayed.
16, DEFAULT: Each of the following shall constitute an "Event of Default" under this Agreement:
A. Breach: The failure by either Party to perform or observe any material term or condition of
this Agreement and such failure continues for a period of forty-five (45) days after receipt
of written notice thereof from the other Party, provided, however, that if the nature of such
default is such that it cannot reasonably be cured within such forty-five (45) day period and
the defaulting Party commences to cure within the forty-five (45) day period and proceeds
with diligence and continuity, then such Party shall have additional time to cure as is
reasonably required.
B. Bankruptcy; Insolvency: The appointment of a receiver or trustee to take possession of all
or substantially all of the assets of Tesla located at the Premises if possession is not restored
to Tesla within sixty (60) days; or a general assignment by Tesla for the benefit of creditors;
or any action or proceeding is commenced by or against Tesla under any insolvency or
bankruptcy act, or under any other statute or regulation having as its purpose the
protection of creditors and, in the case of actions filed against Tesla, is not discharged within
sixty (60) days.
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17. REMEDIES: City and Tesla acknowledge and agree that each Party shall have all remedies
available at law or in equity if an Event of Default by the other Party has occurred and is
continuing. In addition, if an Event of Default by Tesla has occurred and is continuing, then City,
may: (a) continue this Agreement in effect by not terminating Tesla's right to possession of said
Premises and thereby be entitled to enforce all City's rights and remedies under this Agreement;
or (b) terminate the Agreement and regain possession of said Premises.
18. EXCLUSIONS: Notwithstanding anything herein to the contrary, each Party expressly releases the
other from any claims for, speculative, indirect, consequential or punitive damages, including any
lost sales or profits of the other Party.
19. ASSIGNMENT: Tesla shall not assign this Agreement voluntarily or by operation of law, or any
right hereunder, nor sublet the Premises or any part thereof, without the prior written consent
of City, which shall not be unreasonably withheld, conditioned or delayed; provided that the
foregoing prohibition shall not limit Tesla's ability to transfer this Agreement to a Tesla Affiliate.
"Affilia e" means an entity which: (a) controls or is controlled by a Party hereto or (b) is under
common control with a Party hereto: where "control" means that more than fifty percent (>50%)
of the controlled entity's shares or ownership interest representing the right to make decisions
for such entity are owned or controlled, directly or indirectly, by the controlling entity.
0
A. CCU: Except to the extent a claim arises from any negligence or willful misconduct of a City
Indemnified Party, Tesla hereby agrees to indemnify, hold harmless and defend City, its
Affiliates and their respective directors, officers, managers, members, employees, agents
and representatives (each a "City Indemnified Party") from all losses and liabilities,
including court costs and reasonable attorneys' fees, on account of or arising out of or
alleged to have arisen out of any third party claim directly related to: (i) Tesla's use of the
Premises; (ii) Tesla's breach of this Agreement; or (III) bodily injury or damage to real or
tangible personal property caused by the use of the Trade Fixtures.
B, Tesla: Except to the extent a claim arises from any negligence or willful misconduct of a
Tesla Indemnified Party, City hereby agrees to indemnify, hold harmless and defend Tesla,
its Affiliates and their respective directors, officers, managers, members, employees, agents
and representatives (each a "Tesla Indemnified Party') from all losses and liabilities,
including court costs and reasonable attorneys' fees, on account of or arising out of or
alleged to have arisen out of any third party claim directly related to: (i) City's entry onto
the Premises; or (ii) City's breach of this Agreement.
21. LIENS: Tesla shall promptly remove or bond any liens placed on the Property as a result of any
claims for labor or materials furnished to Tesla at the Premises.
22. DESTRUCTION: Any total destruction of the Premises shall, at City's or Tesla's written election
within thirty (30) days of such destruction, terminate this Agreement.
23. INSURANCE: Tesla shall carry commercial general liability insurance with limits of not less than
Two Million Five Hundred Thousand dollars ($2,500,000) for bodily injury or death and property
damage and an umbrella insurance policy of not less than Five Million dollars ($5,000,000). The
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total limits required above may be met by any combination of primary and excess liability
insurance. A certificate evidencing such insurance shall be delivered to City upon the execution
of this Agreement and from time to time thereafter as may be requested by City. Tesla shall
include City as additional insured on its commercial general liability and umbrella insurance
policies. Tesla will also carry worker's compensation insurance in accordance with state and
federal law.
24. CONFIDENTIALITY AND PUBLICITY:
A. Confidentiality: Tesla and City agree that and any non-public, confidential or proprietary
information or documentation provided to one Party by the other Party in connection with
this Agreement are confidential information, and the Parties agree not to disclose such
confidential information to any person or entity during the Term and for a period of three
(3) years thereafter.
B. Permitted Disclosures: Notwithstanding the foregoing, the Parties may disclose information
(i) to their respective Affiliates, subcontractors, lenders, employees, financial, legal and
space planning consultants, in each case that have a "need to know' such confidential
information and have committed to treat the information as confidential under terms no
less protective than the terms of this Section 24provided that the Party disclosing such
confidential information shall be liable for any disclosure by such authorized recipients and
(ii) as required by law, including the California State Public Records Act or (iii) pursuant to
public hearings; provided that if City is required to disclose the terms of this Agreement
under items (ii) or (iii), then City shall promptly notify Tesla to allow Tesla to seek a
protective order or other appropriate remedy, including but not limited to redacting the
financial terms of this Agreement prior to any disclosure.
C. Publicit :Neither Party will use the other Party's name, trademark or logo without obtaining
the other Party's prior written consent.
25. ENVIRONMENTAL MATTERS: City represents and warrants that the Premises shall be delivered
free of environmental contamination that violates any applicable environmental law. City agrees
that it will indemnify and hold Tesla harmless from all costs from, and Tesla shall have no liability
for, any environmental contamination of the Property, unless caused by Tesla, its agents,
employees or contractors. During the Term, City is responsible for remediating any pre-existing
contamination and any contamination not caused by Tesla, its agents, contractors or employees,
but only to the extent required by applicable environmental law.
26. NOTICES: All notices, demands and approvals shall be in writing and shall be delivered by prepaid
first class certified mail, or by a reputable overnight delivery service, to the addresses of the
respective Party as specified in Section 1. Notice given by certified mail shall be deemed given on
the second business day after deposit in the United States Mail, and any notice given by overnight
delivery service shall be deemed given on the next business day after deposit with such overnight
delivery service. Copies of notices, demands and approvals shall also be delivered if a "copy to"
e-mail or other address is specified in Section 1. Notwithstanding the foregoing, as provided in
Section 4. City may approve the plans and specifications by e-mail. Either Party may change their
respective address for notices by giving written notice of such new address in accordance with
the provisions of this Section 26.
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27. BROKERS: Each Party represents to the other Party that it has not dealt with any broker and each
Party hereby agrees to indemnify and hold the other Party harmless from all losses and liabilities,
including court costs and reasonable attorneys' fees, arising out of any claims for commissions or
fees related to any broker, finder or similar person with whom the indemnifying Party has dealt,
or purportedly has dealt, in connection with this Agreement.
28. SALE OR TRANSFER: In the event of a sale or transfer of all or a portion of City's interest in the
Property or Premises while this Agreement is in effect, Tesla's rights shall be conveyed with the
Property or Premises and City warrants that any transferee shall be bound by all terms and
conditions of this Agreement, and shall obtain any necessary documents to confirm such
assignment.
29. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the benefit
of City and Tesla and their respective successors and assigns.
30. SUBORDINATION: This Agreement is subject to and subordinate to all ground or superior leases
and to all mortgages which may now or hereafter affect such leases or the real property of which
the Premises are a part and to all renewals, modifications, consolidations, replacements and
extensions of any such ground or superior leases and mortgages; provided that Tesla's rights
under this Agreement shall not be disturbed by such subordination so long as no Event of Default
by Tesla exists. This Section 30 shall be self -operative and no further instrument of subordination
or non -disturbance shall be required by any ground or superior lessor or by any mortgagee,
affecting any lease or the Property.
31. FORCE MAJEURE: If either Party's performance of its obligations underthis Agreement is delayed
by Force Majeure, then such Party's time of performance will be extended by a corresponding
number of days. As used in this Agreement, "Force Maieure" means an act, event, condition or
requirement beyond such party's reasonable control, including, without limitation, labor disputes,
governmental restrictions, natural disasters, fire, flood, inclement weather, explosion,
embargoes, war, terrorism, civil disturbance or other similar events.
32. INCENTIVES: City agrees that Tesla shall own and receive the benefit of any Incentives derived
from the construction, ownership, use and operation of the Supercharger Station. City will
cooperate with Tesla in obtaining all Incentives, provided that City is not obligated to incur any
out-of-pocket costs in doing so unless reimbursed by Tesla. If any Incentives are paid directly to
City, City agrees to immediately pay such amounts over to Tesla. "Incentives' means (i) electric
vehicle charging or renewable energy credits or certificates, carbon credits and any similar
environmental or pollution allowances, credits or reporting rights, (ii) rebates or other payments
based in whole or in part on the cost or size of equipment, (iii) performance -based incentives paid
as periodic payments, (iv) tax credits, grants or benefits, and (v) any other attributes,
commodities, revenue streams or payments, in each of (i) through (v) under any present or future
law, standard or program, or paid by a utility or any governmental, regulatory or administrative
authority.
33. COMPLIANCE WITH LAW: Each Party shall comply with all applicable codes, laws and ordinances
("Laws") in fulfilling its respective obligations under this Agreement, including the payment of
prevailing wages, as applicable. Each Party represents that it is in good standing under the Laws
of the state of its organization.
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34. GOVERNING LAW: This Agreement shall be governed by the Laws of the state where the Premises
are located.
35. WAIVER OF JURY TRIAL: CITY AND TESLA EACH WAIVE, TO THE EXTENT PERMITTED BY
APPLICABLE LAWS, THE RIGHT TO A TRIAL BYJURY IN ANY ACTION OR PROCEEDING BASED UPON
OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT.
36. INTERPRETATION: The headings and defined terms in this Agreement are for reference purposes
only and may not be construed to modify the terms of this Agreement. Neither Party shall have
the right to unilaterally revoke or terminate this Agreement, unless such revocation or
termination is pursuant to the explicit terms of this Agreement.
37. SEVERABIUTY: If any provision of this Agreement is invalid or unenforceable, the remainder of
this Agreemeent shall not be affected, and each provision shall be valid and enforceable to the
fullest extent permitted by law.
38. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together will constitute one agreement. Electronic signatures
and other signed copies transmitted electronically in PDF or similar format shall be treated as
originals.
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties have each caused an authorized representative to execute this
Agreement as of the date signed below.
CITY:
CITY OF SANTA ANA
KRISTINE RIDGE
City Manager
ATTEST:
DAISY GOMEZ
Clerk of the Council
G1aa 11617A47i..2011161.1LLYiA
By:
SONIA RVCAkVALHO
City Attorney
RECOMMENDED FOR APPROVAL:
STEVEN A. MENDOZA
Executive Director
Community Development Agency
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v.20190227
TESLA:
TESLA, INC., a Delaware corporation
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TITLE EUA1 0.0 4YR. AVIM (.A c"6� i ir4ft l;w*Nw
Dated: V4k
25F-12
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EXHIBIT
Premises and Property Depiction and Address
Property Address: 300 E 5th Street, Santa Ana, CA 92701
Premises and Property Depiction:
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25F-1 3
EXHIBIT B
Supercharger Station
Tesla shall install the Supercharger Station on the Premises pursuant to the terms of this Agreement and
the Approved Plans.
The "Supercharger Station" shall consist of: (a) necessary utility infrastructure, which may include a utility
transformer, metering equipment, conduit, wiring and concrete pads (collectively, the "Infrastructure");
and (b) certain trade fixtures as determined by Tesla, which shall include twenty (20) charge posts
("Superchargers" ), power electronics equipment, switchgear and Signage, and may also include, without
limitation, fence orothervisual barriers, a canopy, solar panels and an energy storage system (collectively,
the "Trade Fixtures").
Signage
25F-14
EXHIBIT C
Electric Vehicle Charcintt Station
COLLABORATION WITH CITY OF SANTA ANA (City):
It is planned to have a City owned EVCS (as defined below) located on the Property, Tesla will reasonably
cooperate with City to provide support for the installation of City's EVCS. Tesla will make arrangements
with Southern California Edison (SCE) to establish utility services at the Premises and EVCS Area. The costs
associated with the EVCS Utility Work will be paid for by Tesla.
Scope of City Owned Chargers: City will design, construct, operate and maintain an Electric Vehicle
Charging Station (EVCS) within the same Property as the Supercharger Station as identified on Exhibit
A. The EVCS will consist of up to four (4) Direct Current Fast Charging (DCFC) dual -corded units that
support both CHAdeMO and CCS (SAE Combo) charging platforms. The DCFC equipment for the City
charging station will likely be either ChargePoint or Tritium brand, 65-kW units (subject to change) [100
Amp break]. City will be responsible for the power consumption by the City's EVCS, as provided in Section
9.
EVCS Utility Work: Tesla agrees to pay for costs and expenses associated with establishing the electric
service to the City's EVCS meter and the Supercharger Station as described in Section 9. which shall be
limited to (1) application for electric service design charges and deposit, and (2) power supply with
adequate capacity to supportthe EVCS and Supercharger Station, switchgear, and meter main costs and
installation (collectively, the "EVCS Utility Work"). The preliminary design indicates that the City EVCS
installation would require a 400 Ampere 480Y/277Volt Meter/Main section.
Tesla agrees to pay for the costs and expenses associated with wrapping or artwork on SCE utility boxes
and landscaping around the utility boxes as approved by the Executive Director of the Community
Development Agency.
City and Tesla agree to coordinate any maintenance that will impair the use of the Supercharger Station
or City's EVCS Station in accordance with this Agreement. City or Tesla shall have no liability for any
damage or loss of use to the other party's facilities unless caused by gross negligence or intentional
misconduct of such party. In the event that City decides to install less DCFC units, City reserves the right,
at its sole costs, to install Level 2 charging stations and step down transformers to accommodate the
installation.
25F-15
I0:P.Il 11110
Site Plan
300 East Fifth Street
Fifth and Spurgeon Parking Structure
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EXHIBIT 2
25F-16
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Location Map
300 East Fifth Street
Fifth and Spurgeon Parking Structure
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EXHIBIT 3
25F-17