10-G
TO: Honorable Mayor and Members of the City Council
ATTENTION: Jeffrey L. Stewart, City Manager
FROM: Jim DellaLonga, Director of Economic Development
SUBJECT: Consideration and possible action to authorize the City Manager to execute License Agreement File No. 943, in a form approved by the City Attorney, between Greencore EV Services, LLC and the City of Bellflower, regarding the use of a portion of the City-owned parking lot at 16600 Civic Center Drive to construct an 8-stall electric vehicle (EV) charging station.
DATE: August 24, 2022
EXECUTIVE SUMMARY
During the past several months, the Economic Development Director negotiated with GreenCore EV Services, LLC (GreenCore) to identify a site on which to construct an EV charging station in the Downtown area. After a Downtown site visit and multiple discussions, it is recommended that the City Council consider authorizing the City Manager to execute an agreement that would allow GreenCore to use a portion of the City-owned parking lot at 16600 Civic Center Drive, on the south side of City Hall, to construct an 8-stall EV fast-charging station.
RECOMMENDATIONS TO CITY COUNCIL
1) Authorize the City Manager to execute License Agreement File No. 943, in a form approved by the City Attorney; or
2) Alternatively, discuss and take other action related to this item.
FISCAL IMPACT
There is no cost to the City for this Agreement. GreenCore will pay the City an annual license fee of $6,000 and, on a quarterly basis, a percentage fee of 4% of the Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA). EBITDA is similar to net income but calculated by adding back the four specified items (Interest, Taxes, Depreciation and Amortization) to net income.
Staff Report – License Agreement No. 943, GreenCore
August 24, 2022
DISCUSSION
GreenCore is an EV charging station company based out of Colorado. The Director began discussions with that company after an introduction from the company providing citywide wireless services. The goal was to have an attractive, fast -charging station in the Downtown area that would provide an amenity to local residents, workers and visitors to the area at little or no cost to the City and no maintenance or operational responsibilities for the City.
GreenCore engaged in initial due diligence of the Downtown area including a site visit and followed with a proposal to construct an 8-stall EV fast-charging station in the center of the parking lot on the south side of City Hall at no c ost to the City. To accommodate the additional space needed for the associated electrical transformer and equipment, an area of 12 parking stalls will be utilized resulting in a net loss of 4 parking stalls to this lot.
GreenCore would have permission to use the site for this purpose via a revocable 20-year license agreement with an option for an additional 20 -year term. GreenCore has agreed to pay the City a $6,000 annual license fee plus a percentage fee of 4% of the Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA).
Because this is a revocable license, the City can terminate the license at any time. To help offset the investment of constructing and operating the EV Charging Station should the City terminate the license agreement before the termination date, the City would make a payment to GreenCore pursuant to the amortization table that has been included as Exhibit C to the license agreement. GreenCore is projecting an initial investment of $2 million to construct the station.
The charging station will include an ADA compliant stall, two “pull-through” stalls for vehicles with trailers, all stalls will accommodate oversized commercial vehicle s, a solar canopy to charge a 400 kW battery system that will allow limited operation during a power outage, and four video displays for user information, advertising, and 2 -hours per day of City information and announcements. GreenCore has agreed to allow free charging for City of Bellflower employees’ personal vehicles and discounted fleet charging if and when the City transitions to electric municipal vehicles.
ATTACHMENTS
Site Aerial…………………………………………………………………………………………..3
License Agreement File No. 943………………………………………………………………..4
Site Aerial
LICENSE AGREEMENT FILE NO. 943
BETWEEN THE CITY OF BELLFLOWER
AND GREENCORE EV SERVICES, LLC
THIS LICENSE is made and executed this 22nd day of August 2022, between the CITY OF BELLFLOWER, a general law city and municipal corporation (“CITY”), and GREENCORE EV SERVICES, LLC a Colorado limited liability company (“LICENSEE”). The Parties agree as follows:
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to use, on the terms and conditions in this License, real property located at 16600 Civic Center Drive, Bellflower, CA 90706, as graphically depicted in attached Exhibit A - Graphics of EV Site in Bellflower, which is incorporated by reference (the “Property”). CITY’s action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to use property only.
2. USE OF PROPERTY.
A. LICENSEE may temporarily use the Property for the purposes set forth in attached Exhibit “B,” which is incorporated by reference (the “Scope of Services”).
B. CITY may change, amend, or terminate LICENSEE’s use of Property at any time, and in its sole discretion, verbally or in writing.
3. TERM. Except as provided in Section 4, the term of this license will be from December 1, 2022 to December 1, 2042. Upon mutual written agreement between the parties, this License may be renewed for an additional term of 20-years. If the Parties agree to upgrade the Site, the initial term may be extended to align with an updated amortization schedule.
4. TERMINATION.
A. As stated above, CITY may terminate this License at any time with or without cause, upon written or verbal notification. Termination will be effective upon notification, unless CITY specifies otherwise.
B. LICENSEE may terminate this License at any time in writing at least five (5) days before the effective termination date.
C. By executing this document, LICENSEE waives any and all claims for damages that might otherwise arise from CITY’s termination under this Section, except as it relates to payments in accordance with the Amortization Schedule.
D. Upon termination, LICENSEE will remove all personal property and improvements from Property within sixty (60) days. Property will be left in a clean and orderly fashion.
City of Bellflower
Agreement File No. 943
Greencore EV Services, LLC
E. Upon termination before the 20-year first term, the CITY will pay LICENSEE based upon the Bellflower Amortization Schedule, attached and incorporated herein as Exhibit C. If the Parties agree to upgrade the site at any point, it is understood that the Amortization Schedule will be updated to reflect the new costs payable to LICENSEE upon early termination.
5. COMPENSATION. In exchange for the use of the facilities at Property, LICENSEE agrees to pay CITY as set forth in the attached Exhibit “D,” which is incorporated by reference (the “Site Services Agreement”), during the term of this License.
6. CONDEMNATION. If all or part of Property is acquired by eminent domain or purchase in lieu thereof, LICENSEE acknowledges that it will have no claim to any compensation awarded for the taking of Property or any portion thereof or for loss of or damage to LICENSEE’s improvements, provided however, that if the property is acquired by eminent domain or purchase in lieu thereof, that the Amortization Schedule still applies and will be awarded accordingly.
7. RELOCATION BENEFITS. LICENSEE acknowledges that it has been informed that CITY is a public entity and that Property was previously acquired by CITY for a public purpose.
LICENSEE further acknowledges that any rights acquired under this License arose after the date of acquisition of Property and that said rights are subject to termination when Property is needed by CITY. LICENSEE hereby acknowledges that at the time of said termination of this License by CITY, it will not be a “displaced person” entitled to any of the relocation assistance or benefits offered to displaced persons under State or Federal law.
8. ALTERATIONS. Except as set forth in the Services Agreement, LICENSEE will not make, or cause to be made, any alterations to Property, or any part thereof, without CITY’s prior written consent.
9. HAZARDOUS/TOXIC WASTE. CITY has not, nor, to CITY’s knowledge, has any third party used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (as defined below) on, under, about or within Property in violation of any law or regulation. LICENSEE agrees that it will not use, generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within Property in violation of any law or regulation. LICENSEE agrees to defend and indemnify CITY, to the extent stated in Section 12, against any and all losses, liabilities, claims or costs arising from any breach of any warranty or agreement contained in this Section. As used in this Section, “Hazardous Material” means any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos).
10. SIGNS. Except as provided in the Services Agreement, LICENSEE will not place any sign upon Property without CITY’s prior written consent, which will not be unduly withheld.
LICENSEE will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances.
City of Bellflower
Agreement File No. 943
Greencore EV Services, LLC
11. ASSIGNMENT. LICENSEE will not be permitted to assign this License or any interest therein without CITY’s express written approval which will not be unreasonably withheld.
12. INSURANCE.
A. Before commencing performance under this License, and at all other times this License is effective, LICENSEE will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits (combined single)
Commercial general liability: $2,000,000
Workers compensation Statutory limits
Commercial general liability insurance will meet or exceed the requirements of the most current ISO Forms. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable except upon thirty (30) days prior written notice to CITY except for nonpayment of premiums which may be cancelable upon ten (10) day notice.
B. LICENSEE will furnish to CITY duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this License and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.” Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. CONTRACTOR will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.
C. Should LICENSEE, for any reason, fail to obtain and maintain the insurance required by this License, CITY may obtain such coverage at LICENSEE’s expense and charge the cost of such insurance to LICENSEE under this License or terminate pursuant to Section 4.
City of Bellflower
Agreement File No. 943
Greencore EV Services, LLC
D. All policies required by this Agreement must allow CITY, as additional insured, to satisfy the self-insured retention (“SIR”) and deductible of the policy in lieu of LICENSEE (as the named insured) should LICENSEE fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director. LICENSEE understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by LICENSEE as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement.
Should CITY pay the SIR or deductible on LICENSEE’s behalf upon the LICENSEE’s failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against LICENSEE for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.
13. COMPLIANCE WITH LAW. LICENSEE will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to Property and will faithfully observe in the use of Property all applicable laws. The judgment of any court of competent jurisdiction, or the admission of LICENSEE in any action or proceeding against LICENSEE, whether CITY be a party thereto or not, that LICENSEE has violated any such ordinance or statute in the use of Property will be conclusive of that fact as between CITY and LICENSEE.
14. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this License will not constitute a waiver of any further breach of the same or other term of this License.
15. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to LICENSEE. Except for areas restricted because of safety concerns, CITY and the general public will have unrestricted access upon Property for all lawful acts.
16. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of LICENSEE, or a general assignment by the LICENSEE for the benefit of creditors, or any action taken or offered by LICENSEE under any insolvency or bankruptcy action, will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate.
17. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this License or by law to be served on or given to either Party to this License by the other Party will be in writing and will be deemed served when personally delivered to the Party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to LICENSEE at:
City of Bellflower
Agreement File No. 943
Greencore EV Services, LLC
Chief of Operations
16748 E. Smoky Hill Road 9C, Suite 311,
Centennial, CO 80015
Attn: David J. Wollman, Esq.
with a copy to:
Email: [email protected] [email protected]
or to CITY at:
City Manager
16600 Civic Center Drive
Bellflower, CA 90706
Either Party may change its address for the purpose of this Section by giving written notice of the change to the other Party.
18. ACCEPTANCE OF ELECTRONIC SIGNATURES. In accordance with Government Code § 16.5, the Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.
19. GOVERNING LAW. This License has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this License will be in Los Angeles County.
20. PARTIAL INVALIDITY. Should any provision of this License be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this License will remain in effect, unimpaired by the holding.
21. ENTIRE AGREEMENT. In addition to the Service Agreement, this instrument and its Attachments constitute the sole agreement between CITY and LICENSEE respecting Property, the use of Property by LICENSEE, and the specified License term, and correctly sets forth the obligations of CITY and LICENSEE. Any agreement or representations respecting Property or its licensing by CITY to LICENSEE not expressly set forth in this instrument are void.
A. Exhibits, incorporated herein:
• Exhibit A – Graphics of EV Site in Bellflower
• Exhibit B – Scope of Services
• Exhibit C – Bellflower Amortization Schedule
• Exhibit D – Site Service Agreement
City of Bellflower
Agreement File No. 943
Greencore EV Services, LLC
22. CONSTRUCTION. The language of each part of this License will be construed simply and according to its fair meaning, and this License will never be construed either for or against either party.
23. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this License and to engage in the actions described herein. This License may be modified by written agreement. CITY’s city manager, or designee, may execute any such amendment on behalf of CITY.
24. COUNTERPARTS. This License may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.
[SIGNATURES ON NEXT PAGE]
City of Bellflower
Agreement File No. 943
Greencore EV Services, LLC
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF BELLFLOWER GREENCORE EV SERVICES, LLC
Jeffrey L. Stewart, City Manager Terrance Mendez, Chief Executive Officer
ATTEST:
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
Karl H. Berger, City Attorney
Taxpayer ID No. 84-3903264
Exhibits
Exhibit A – Graphics of EV Site in Bellflower
Exhibit B – Scope of Services, including Tabs
Exhibit C – Bellflower Amortization Schedule
Exhibit D – Site Service Agreement
Exhibit A –Images of Bellflower EV Site
Exhibit A
As of 23 July 2022
Confidential
Communication
GreenCore EV Site for Bellflower
16600 Civic Center Dr, Bellflower, CA 90706
2GreenCore EV Services LLC -All Rights Reserved ©2022 –Confidential Material
GreenCore EV Site for Bellflower
16600 Civic Center Dr, Bellflower, CA 90706
3GreenCore EV Services LLC -All Rights Reserved ©2022 –Confidential Material
Construction Process Construction Process
Start Construction - Call Inspections for Phase 1 (***CITY - Rebar, Foundation, Solar Grounding, ect)Start Construction - Call Inspections for Phase 1 (***CITY - Rebar, Foundation, Solar Grounding, ect) Call Inspections for Phase 2 (***CITY - Underground Rough -In, Grounding)(***UTILITY - Underground, Grounding)Call Inspections for Phase 2 (***CITY - Underground Rough -In, Grounding)(***UTILITY - Underground, Grounding) Call Inspections for Phase 3 (***CITY - Prefinal)(***UTILITY - Transformer pad/ Prefinal)Call Inspections for Phase 3 (***CITY - Prefinal)(***UTILITY - Transformer pad/ Prefinal) Call Inspections for Phase 4 (***CITY -Final )Call Inspections for Phase 4 (***CITY -Final )3 to 5 Days prior to Starte Date3 to 5 Days prior to Starte DateDay 1 Day 1 Day 2Day 2Day 3Day 3Day 4Day 4Day 5Day 5Day 6Day 6Day 7Day 7Day 8Day 8Day 9Day 9Day 10Day 10Day 11 Day 11 Day 12Day 1220 to 30 days after Prefinal20 to 30 days after PrefinalPre-ConstructionPre-Construction Phase 1- Solar Carport Foundation Phase 1- Solar Carport Foundation Phase 2- EV Infrastructure / Utility Transformer ConduitsPhase 2- EV Infrastructure / Utility Transformer Conduits Phase 3- Finish Solar, Set Equiptment, Pull Conductors/ Terminate, Finish Landscape/ Parking StripesPhase 3- Finish Solar, Set Equiptment, Pull Conductors/ Terminate, Finish Landscape/ Parking Stripes Phase 4- Utility Connection, CommisioningPhase 4- Utility Connection, Commisioning Pre-Construction Meeting will
take place on site with all
appropriate parties to discuss
any concerns
After all concerns are addressed,
site essentials will be delivered
(Temporary Fencing, Mobile
Storage, Portable Services)
Call 811 for Dig alert
Concrete curing
time 5 to 7 days
1. Layout site equiptment
2. Recive all materials
3. Start excavating (all spoiles to be
removed from site immediately)
1. Finish excavating (remove all spoils from site)
2. Designate appropriate precast concrete locations
3. Place leveling grave under the precast locations
4. Start setting Concrete precast foundations
1. Finish installing concrete precast
2. Build Transformer pad conduit template
3. Start running conduit at transformer location (Stub out the primarys from transformer pad location, Run secondarys from transformer loaction to Utility section in Milbanks Gear)
1. Run conduit from Milbank gear to each charger precast
2. Run conduit from Milbank gear to solar structure for Tie -in
3. Install EV grounding system according to CDs
4. Install Utility grounding system according to utility
5. Have Back fill sand for utility and native soil deliverd
1. Have Underground conduit and Grounding inspection (City - Utility)
2. Install precast concrete tops
3. Flow fill all EV infurstructure trenches (After Inspection)
4. Back fill Secondary utility trench in accordance with utility
5. Back fill as much of Primary utility trench as possible
1. Finish back filling with native soil for landscape growth
2. Finish leveling Transformer pad location
3. Have transformer pad delivered and set
1. Construct remaining solar structure
2. Set solar panels
3. Mount solar inverter
1. Set Chargers
2. Set Milbank Gear
1. Wire manage solar array
2. Mount solar monitering
equiptment
3. Finish all electrical on solar
structure
1. Layout solar carport foundation
locations
2. Install Sonotube
3. Install rebar cage
4. Place pilons into correct location
1. Finish preparing for inspection
2. Inspection
1.Pour concrete for carport
foundations
1. Pull Conductors from Gear to
Chargers and from Gear to Solar
Connection point
2. Terminate all Conductors
3. Clean out all Cabinets
1. Finish lanscaping requirements
2. Power wash construction area
3. Final clean up
4. Finish any parking lot striping
5. Pre-final inspection for entire project
**General construction Complete**
1. The Utility will need to finish setting the
transformer, finish medium voltage tie-in
and pull and terminate conductors.
(** 20 to 30 Days after Prefinal**)
The site will be free of all
Construction materials, storage
and the temporary fence will be
removed so the area can be
presentable durning the utility
waiting period.*** (The only
fence will be around the utility
undergroumd tie-in point)
1. Utility will preform Tie-in to medium voltage Conduits or a Primary side of a transformer or switch.
2. Utility will pull conductors from the transformer to the Milbanks Gear and terminate (Some utilitys the customer pulls conductors and terminates)
3. The utility will turn on the Transformer and we can test the site.
1. After the utility is complete with the Underground Tie- in GreenCore will back fill according to the utilitys
requirements and fix the landscape according to the CDs
2. City Final Inspection to turn on site fully
CONFIDENTIAL
CONFIDENTIALAll Rights Reserved (c) GreenCore EV Services, LLC 2022
PV of Future Cash Flows 7,122,212
Long Term Growth Rate 5%
Incremental Borrowing Rate 7%
Term in Years 20
Start Date 1/1/2023
Year
EBITDA
Projection
PV of
EBITDA
Projection PV of ROI
Asset
Valuation
Net
Buyout
0 7,122,212 2,000,000 9,122,212
1 76,360 71,364 7,050,847 1,900,000 8,950,847 2 171,584 149,868 6,900,979 1,800,000 8,700,979 3 305,012 248,981 6,651,998 1,700,000 8,351,998 4 483,172 368,610 6,283,389 1,600,000 7,883,389 5 613,143 437,162 5,846,226 1,500,000 7,346,226 6 665,381 443,371 5,402,855 1,400,000 6,802,855 7 698,468 434,971 4,967,884 1,300,000 6,267,884 8 733,332 426,806 4,541,078 1,200,000 5,741,078 9 770,076 418,870 4,122,208 1,100,000 5,222,208 10 808,676 411,090 3,711,118 1,000,000 4,711,118 11 849,110 403,406 3,307,712 900,000 4,207,712 12 891,565 395,866 2,911,846 800,000 3,711,846 13 936,144 388,466 2,523,380 700,000 3,223,380 14 982,951 381,205 2,142,175 600,000 2,742,175 15 1,032,098 374,080 1,768,095 500,000 2,268,095 16 1,083,703 367,088 1,401,007 400,000 1,801,007 17 1,137,888 360,226 1,040,781 300,000 1,340,781 18 1,194,783 353,493 687,288 200,000 887,288 19 1,254,522 346,886 340,402 100,000 440,402 20 1,317,248 340,402 (0) - (0) Other Assumptions:
1. The City will fund the cost of asset retirement
2. The City will retain the equipment post asset retirement Qualifications:
This schedule can be updated to:
- Updated Projected EBITDA estimates, annually and upon termination - Incorporate New Property Investments, annually and upon termination EXHIBIT C - Bellflower Amortization Schedule
SITE SERVICES AGREEMENT – Greencore EV Services, LLC Page 1
EXHIBIT D
SITE SERVICES AGREEMENT
THIS SITE SERVICES AGREEMENT (this “Agreement”) is effective as of 22nd day of August 2022 (the “Effective Date”), by and between the City of Bellflower, a general law city and municipal corporation (“City”) and Greencore EV Services, LLC, a Colorado limited liability company (“Company;”) each a “Party” and collectively the “Parties.” The Parties enter into this Agreement with reference to the following:
A. City owns real property located at 16600 Civic Center Drive, Bellflower, CA 90706, as graphically depicted in attached Exhibit “A,” which is incorporated by reference (the “Property”).
B. City is agreeable to licensing the Property to Company so that Company can build and operate an Electric Vehicle (EV) charging station thereon; and C. Company, through the provision of electric vehicle charging services at the Property, will provide value to City and its inhabitants by attracting electric vehicle drivers to the Property; and
D. City acknowledges the value of having an electric vehicle charging at the Property.
1. Background Information. Company and its affiliates build and operate EV charging stations for electronic vehicles. This includes use of various proprietary technology, intellectual property, and confidential information (the “Process”) and embedded such technology into certain equipment, identified in Exhibit “B,” which is incorporated by reference (the “Equipment”), and together with the Process (collectively the “System”). City has custody of the Property, for which City will issue a license to Company to build and operate the EV charging System (“License”).
2. Definitions.
a. “Bank Account” means Company’s or City’s financial account for sending and receiving funds.
b. “Equipment” means the equipment listed on Exhibit B. c. “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country, whether registered or not. d. “Services” means, collectively, all of the services to be provided by Company to City as described in Section 3.
e. “License” means the authority granted by City to Company to build and operate the Station using the System and Equipment on the Property, as defined by the License Agreement.
f. “Specifications” means the plans for installation of the Equipment, as shown on Exhibit “D,” which is incorporated by reference.
SITE SERVICES AGREEMENT – Greencore EV Services, LLC Page 2 g. “Station” means the implementation of the System pursuant to the Specifications on the Property, as set forth in the Agreement.
h. “Terms of Use” means the System’s Terms of Use. The Parties agree to comply with all third-party terms of use and conditions relating to the equipment sourced by Company to fulfill the construction of the Station so long as they are consistent with this Agreement and the separate License.
i. “Users” means third-parties using the Station to charge electric vehicles. j. “WIFI” means wireless connection to the internet using Bellflower Connect, the City’s citywide broadband wireless network, if available.
3. Services. Company will provide the following Services:
a. Operation Services.
i. Company will operate and maintain the Station such that Users will be able to utilize the Station for electric vehicle charging, connecting to WIFI, charging portable electronics, making payments, and otherwise engaging the Services through the System.
ii. Company is responsible for all bookkeeping of records and accounts from User’s use of the Station through the System. Company will charge Users the right amount for using the System and is responsible for the financial management, along with any necessary corrections, reimbursements, and distributions.
iii. Company will provide customer service and relations through the System to Users.
iv. Company is permitted to implement video and other multimedia advertising as part of the Services.
v. The Station, as part of the System, will be the sole source of electric vehicle charging services for Users on the Property.
b. Property Management and Maintenance Services.
i. Company will use reasonable efforts to monitor and take other such action necessary to ensure the effective operations and reasonable safety of the Users in operating the Station.
ii. Company will use reasonable efforts to ensure the Stations are continually operational during normal business hours. City and Users may submit maintenance requests through the System.
SITE SERVICES AGREEMENT – Greencore EV Services, LLC Page 3 iii. Company will have access to the Property at all times, with or without notice, in order to provide the Services, including maintenance activities, in accordance with the License Agreement.
4. Signage; Promotion. Company, at its own cost, may procure and install signage on or about the Property or its surrounding areas for the purpose of advertising, marketing, promoting, and directing Users to the Station upon approval of City’s Public Works Director. City may promote the existence and availability of the Station to the community in various ways, including, without limitation, signage, press releases, newsletters, street banners, and digital media.
5. Intellectual Property.
a. License. City grants Company a limited, non-transferable, revocable, and non- exclusive license, throughout the Term and any subsequent terms, to use the name of the City of Bellflower for signage, marketing, and advertising purposes. b. Ownership. At all times, all rights, title, and interest, including Intellectual Property Rights, to the Process, including all copies, modifications, extensions, and derivative works thereof is owned by Company.
c. Brand; Trademarks.
i. Company grants City a limited, non-transferable, revocable, and non- exclusive license to use any Company tradenames, trademarks, or brand elements, whether registered or not (collectively, “Trademarks”), to install the Signage on or about the Property for the purpose of advertising, marketing, promoting, or directing Users to the Station strictly in compliance with this Agreement. Company reserves the right to review, modify, and approve or reject any and all use of its Trademarks by City without prior notice. ii. City will not use the Trademarks in any manner that would reflect adversely on the image of the Company.
iii. Branding. City acknowledges and authorizes Company to use Company trademarks, and that of a third parties, on and around the station, on equipment, and in general for the purpose of advertising, marketing, promoting, or directing Users to the Station. The Parties understand and approve reasonable branding in and around the station as a means of generating additional revenue.
6. Data. Company will have the right to collect and analyze data and other information relating to and resulting from the provision, use, and performance of the System and related technologies, including any data derived therefrom (“Data”). Company may both during and after the Term to use such information and Data in aggregate or other anonymized form to improve and enhance the System and for other development, diagnostic, and corrective purposes in connection with the System and its components.
SITE SERVICES AGREEMENT – Greencore EV Services, LLC Page 4
7. Fees. All revenue generated by the Station through User generated charging and payments will be obtained and processed by Company or its affiliates and subcontractors, banks and other financial institutions.
a. Annual License Fee. Company will pay City an annual six-thousand-dollar ($6,000) license fee. Payment of the fee is due upon Company’s receipt of final building and public works permits, and an authorization to commence construction from City. b. Percentage Fee. In addition to the above, Company will pay City an additional four percent (4%) of the Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”). Payment of the Percentage Fee must be made quarterly to the City beginning at the end of the first quarter of operation of the Station.
8. Term. The term will commence upon the Effective Date and continue for the duration of the License Agreement (the “Initial Term”). Refer to the License Agreement for specific details.
9. Representations and Warranties by Company; Disclaimer. Company represents and warrants the following:
a. Company has the capacity, authority, and know-how to enter into this Agreement and perform its obligations herein.
b. Company owns all rights, title, and interest necessary to grant the rights contained herein.
c. Company will procure all necessary local permits to install and operate the Station.
d. Company will comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement. e. Company’s operations will take reasonable actions to prevent its operations from interfering with any operations of the City on or about the Property. f. COMPANY DOES NOT WARRANT THAT THE SYSTEM WILL BE ERROR FREE OR WITHOUT INTERRUPTION. THE SYSTEM AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SYSTEM REMAINS WITH CITY. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE USE OF SYSTEM. IN NO EVENT WILL
COMPANY BE LIABLE FOR ANY DAMAGES, INCLUDING ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
CHARACTER ARISING AS A RESULT OF THE SYSTEM, OR ITS COMPONENTS,
EVEN IF COMPANY HAS KNOWLEDGE OR REASONABLY SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S LIABILITY, WHETHER
IN CONTRACT OR IN TORT, WILL NOT EXCEED THE AMOUNT PAID TO COMPANY BY LICENSEE IN THE SIX MONTHS PRECEDING SUCH ACTION.
SITE SERVICES AGREEMENT – Greencore EV Services, LLC Page 5 Representations and Warranties by City. City represents and warrants the following:
g. City has the capacity, authority, and know-how to enter into this Agreement and perform its obligations herein.
h. City will not modify, reuse, disassemble, decompile, reverse engineer, or otherwise translate the System, its output, or any portion thereof. i. City will comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement. j. City has procured all necessary rights for Company to access the Property and any utilities at any time to provide the Services, and for Users to access the Property to access the electric vehicle charging services; and, by separate agreement, City grants those necessary rights to Company, its affiliates, and Users to make use of the System and the Site.
k. City will keep its right, title, and interest in the Property in good standing pursuant to the License.
10. Mutual Confidentiality. Each Party has disclosed and/or may further disclose its Confidential Information (as defined below) to the other in connection this Agreement. As used herein, the term “Discloser” will refer to the Company whenever the context refers to the Company’s Confidential Information being disclosed to Licensee, which is referred to as “Recipient” in that context. Conversely, the term “Discloser” will refer to Counterparty whenever the context refers to Licensee’s Confidential Information being disclosed to the Company, which is referred to as “Recipient” in that context. a. Definition of Confidential Information. “Confidential Information” means information and physical material not generally known or available outside Discloser and information and physical material entrusted to Discloser in confidence by third-parties.
Confidential Information includes, without limitation: technical data, trade secrets, know- how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of and information relating to employees and consultants of the Discloser (including, but not limited to, names, contact information, positions, compensation, and expertise), lists of and information relating to suppliers, customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed by Discloser (whether by oral, written, graphic or machine-readable format), any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by Recipient that contain or are based on Confidential Information and any materials identified in writing as Confidential Information.
SITE SERVICES AGREEMENT – Greencore EV Services, LLC Page 6 b. Nondisclosure of Confidential Information. Recipient will not use any Confidential Information disclosed to it by Discloser for its own use or for any purpose, except as contemplated herein, other than in relation to perform their obligations under this Agreement. Recipient will not disclose or permit disclosure of any Confidential Information of Discloser to third-parties or to employees of Recipient, other than directors, officers, employees, consultants and agents of Recipient who are required to have the information in order to perform obligations under this Agreement. Recipient will take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Discloser in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Recipient will notify Discloser of any misuse, misappropriation or unauthorized disclosure of Confidential Information of Discloser that may come to Recipient’s attention.
c. Exceptions. Notwithstanding the above, Recipient will not have liability to Discloser with regard to any Confidential Information that the Recipient can prove:
i. was in the public domain at the time it was disclosed or has entered the public domain through no fault of Recipient;
ii. was lawfully obtained from a third party that had the right to make such disclosure;
iii. was disclosed with prior written permission of the owner; iv. was independently developed by Recipient without the use or benefit of any Confidential Information belonging to the Discloser; or v. was required to be disclosed by operation of law including, without limitation, the California Public Records Act or subpoena issued by a court of competent jurisdiction.
11. Breach. In the event of a Breach of Contract, the aggrieved Party will give written notice of breach to the other Party. If the notified Party does not cure the Breach of Contract, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies available by law.
12. Subcontracting. Company may subcontract with any entity or person concerning the provision of the Services; provided that Company will not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor and that Company will be responsible for all acts of such subcontractor as if such acts were its own.
13. Acceptance of Electronic Signatures. In accordance with Government Code § 16.5, the Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.
SITE SERVICES AGREEMENT – Greencore EV Services, LLC Page 7
14. Governing Law. This License has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this License will be in Los Angeles County.
15. Construction. The Parties acknowledge that they have read this Agreement, have had the opportunity to review it with respective counsel, and have agreed to all its terms. Under these circumstances, the Parties agree that to provision of this Agreement will be construed by any arbitrator, court, or other judicial authority against any Party hereto by reason of such party's being deemed to have drafted or structured such provisions.
16. Authority/Modification. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this License and to engage in the actions described herein. This License may be modified by written agreement. City’s city manager, or designee, may execute any such amendment on behalf of City.
17. Notices. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this License or by law to be served on or given to either party to this License by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to LICENSEE at:
Chief of Operations
16748 E. Smoky Hill Road 9C, Suite 311,
Centennial, CO 80015
Attn: David J. Wollman, Esq.
Email: [email protected]
with a copy to: [email protected]
or to City at:
City Manager
16600 Civic Center Drive
Bellflower, CA 90706
Either party may change its address for the purpose of this Section by giving written notice of the change to the other party.
18. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for s uch provision, then (a) such provision will be excluded from this Agreement, (b) the balance of the Agreement will be interpreted as if such provision were so excluded and (c) the balance of the Agreement will be enforceable in accordance with its terms.
SITE SERVICES AGREEMENT – Greencore EV Services, LLC Page 8
19. Force Majeure. Company is not responsible for any loss, damages, costs, claims, or expenses that may be incurred as a result of its delay in or failure to perform its obligations where such delay or failure is due to causes beyond Company’s control, including pandemics, fire, flood, earthquake, accident, civil disturbances, war, rationing or embargoes, strikes, labor problems, delays in transportation, inability to secure necessary materials, delay or failure of performance of any supplier or subcontractor, Internet outages, computer errors, electronic outages, third party system errors, acts of God, and acts of government.
20. Entire Agreement. This Agreement, is part of a larger group of documents, including the base License Agreement referred to therein and this Agreement is incorporated therein. The entire package of documents comprises the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings, and agreements, whether oral or written, between them relating to the subject matter hereof. The Parties agree to incorporate the exhibits of this Agreement by reference herein.
Exhibit A - Site
Exhibit B – Equipment
Exhibit C - Specifications
21. Counterparts. This Agreement may be executed in any number of counterparts, including electronic, each of which when so executed and delivered will be deemed an original, and all of which together will constitute one and the same Agreement.
[Signatures to follow]
SIGNATURE PAGE TO SITE SERVICES AGREEMENT – Greencore Asset Management LLC
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF BELLFLOWER GREENCORE EV SERVICES, LLC
Jeffrey L. Stewart, City Manager Terrance Mendez, Chief Executive Officer
ATTEST:
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
Karl H. Berger, City Attorney
Taxpayer ID No. 84-3903264
EXHIBIT TO SITE SERVICES AGREEMENT – Greencore Asset Management LLC
EXHIBIT A
SITE
Refer to Exhibit A of the License Agreement, incorporated herein by reference.
EXHIBIT TO SITE SERVICES AGREEMENT – Greencore Asset Management LLC
EXHIBIT B
EQUIPMENT
TBD. The equipment will be selected based upon a variety of factors. It will be agreed upon by the Parties before installation and will meet the needs and specifications of the Parties to run the System at the Site in a safe and effective manner to allow the Users to charge their EVs.
EXHIBIT TO SITE SERVICES AGREEMENT – Greencore Asset Management LLC
EXHIBIT C
SPECIFICATIONS
City of Bellflower One Sheet Summary
Reference: presentation EV Charging in Bellflower with GreenCore 20220607
The following is a summary of the proposal for the City of Bellflower from GreenCore.
GreenCore proposes to build and operate, as requested by the city, an ADA compliant 8-Stall Solar Electric Vehicle (EV) Charging Plaza with two "pull-thru" stalls for vehicles with trailers can be located within the boundaries of the existing parking lot. The plaza will be covered with a solar canopy; the solar energy will be stored in a 400KW 100% recyclable battery system. The site will also feature four large video displays for driver information and advertising. All stalls will accommodate oversized commercial vehicles.
Terms and Specifications:
• Cost to City: $0
• Revenue for City: $6,000 per year plus 4% of the EBITDA, (Licensing Fee) estimated at ~$282k over 10 years
• Location: 16600 Civic Center Plaza, Bellflower, CA 90706
• Existing Parking Spaces Required: 12
• Proposed EV Parking Stalls: 8
• Proposed Truck/Trailer Stalls: 2 Combo Stalls
• Parking Spaces for Chargers: 0
• Parking Spaces for ADA: 1
• Parking Spaces for Equipment: 0
• Net Parking Stall Impact: 12
• Net Loss of Parking Spaces: 4
• Power Level of EV Chargers: 150 Kilowatt Each
• License Duration: 20 years, renewable
• Cost to GreenCore (Initial) $2,000,000 Site Commissioning • Estimated Operating Cost Variable (See Financials)
• Estimated Start Date for Build 1st Quarter 2023
Other Factors of Consideration:
• Advertising - The EV Site will include four (4) monitors that present streaming information, including some advertising revenue. GreenCore will dedicate 2-hours of free time per day of content from the City of Bellflower (content provided for by the city). This can be used for public announcements and other important data. The City can purchase additional airtime for broadcasting, as determined by our advertising business partners.
EXHIBIT TO SITE SERVICES AGREEMENT – Greencore Asset Management LLC • Branding – The sites will be branded with the name of the business partners that fund the site for development. The City can purchase enhanced co-branding, as desired.
• City Fleet Charging – As the City makes investments in EVs’, GreenCore’s site will be made available for City Fleet Charging at cost plus a fixed network management fee of $7.00 per charge (a built-in discount off our normal profit per charge of up to 50%)
• License (“Right to Use”) Term – to secure site funding and a reasonable return on the $2,000,000 investment plus estimated operating costs, the City and GreenCore will enter into a License to use the Property with a term of 20 years.
• Shared Cleaning and Maintenance – GreenCore will cover the cost of maintenance of the site and clean the equipment (i.e., solar panels) to keep them operating effectively. The City of Bellflower will continue to clean and maintain the surrounding parking area.
• Permitting – GreenCore will apply for all required permitting with the city and county. We will ask for the assistance of the City to complete and expedite the permitting process.
• Utility and Inspections – GreenCore will need to install electrical utility lines and the necessary equipment to operate the EV charging system. Once installed, prior to completing the work, an inspection is required. The City will work with GreenCore to facilitate this effort.
• Services – GreenCore will be responsible for providing customer service support.
If the City is informed about any issues with the EV charging site or its operations, the City will promptly inform GreenCore so that appropriate corrective action can be taken.
• Energy Operations – neither the City, nor GreenCore can control the electrical grid and any issues that may arise. GreenCore will install 400KW 100% recyclable battery system and solar panels to help offset electrical grid downtime. It will also help in reducing costs to customers and reducing operating costs by allowing storage of energy during off-peak hours. If energy is out for a prolonged period, the site will become operational and neither party will be responsible for any cessation of operations.
• Modifications and Upgrades – as EV charging technology is rapidly developing, newer charging systems will become available. If GreenCore determines it is better to install an upgraded EV charging technology or other system upgrades, the City will support any upgrades, at no cost to the City.
EXHIBIT TO SITE SERVICES AGREEMENT – Greencore Asset Management LLC
• Free Charging for City Employees. One EV charging space will be reserved for City employees to charge their EVs. The City and Company agree that so long as an employee is charging only one vehicle in one stall, that the employee is the owner or Company of that personal vehicle, and that the vehicle is moved within 10 minutes of completing a charge, City employees may charge their vehicles for free. The manner of making it free will be negotiated by the Parties, which may include a rebate using the Charging Station App, additional payment to the City, or some other means to ensure the charging of personal vehicles belonging to City Employees is free.