Central Coast Community Energy (3CE) Executive Committee
October 15, 2025

Executive Committee
October 15, 2025
11:30 AM
Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940

REMOTE LOCATION VIA TELECONFERENCE
Any interested parties or community members may attend, and participate in, the meeting at the following addresses where Board members may also join the meeting from:

City of Santa Cruz
City Hall
City Manager’s Conference Room
809 Center Street, Room 10
Santa Cruz, CA 95060
County of San Luis Obispo
Government Building
1055 Monterey Street,
San Luis Obispo, CA 93408
County of Santa Barbara
County Administration Building
105 E. Anapamu Street
Fourth Floor, suite 406
Santa Barbara, CA 93101
Templeton
1000 Las Tablas Road
Templeton CA, 93465
Public may participate through ZOOM. For ZOOM participation please join by computer audio at:
https://us02web.zoom.us/j/83507087702
Or join by phone:
+1 669 900 6833 or +1 669 219 2599
Enter this Webinar ID Number: 835 0708 7702 when prompted. Please note there is no Participant Code, you will press # again after the recording prompts you.

You will be placed in the meeting as an attendee. To make a public comment:
 If joined by computer, please press the button to raise your hand  If joined by phone, please push *9 on your keypad
If you have anything that you wish to be distributed to the Board, please provide 15 copies to a member of 3CE staff or the Board Clerk, who will distribute the information to the Board members and staff.

The public may comment on the consent agenda and matters not listed on the agenda but within the Board's jurisdiction at the opening of the meeting. The Board may not take action at this meeting on any item not listed on the Agenda other than to refer the matter to staff or set it for a future meeting. The public may comment on a specific item listed on this agenda when the Board considers that item.

Speakers are limited to 3 minutes each.

In addition, members of the public may request and receive copies without undue delay of any documents that are distributed to the Board, unless there is a specific exemption under the Public Records Act that prevents the disclosure of the record. (Cal. Gov’t Code Section 54957.5) In compliance with Government Code Section 54957.5, non-exempt writings that are distributed to a majority or all of the Board in advance of a meeting and that relate to an agenda item will be made available at 3CE’s offices located at 70 Garden Court, Suite 300, Monterey, CA 93940 during normal business hours and are also available on the 3CE website located at: https://pub-3ce.escribemeetings.com/ REASONABLE ACCOMMODATIONS: In compliance with the Americans with Disabilities Act, any individuals who desire to request a reasonable accommodation or modification to observe or participate in the meeting may make such a request by sending an email to: [email protected] Copies of documents may be made in alternative formats, upon request. Requests for accommodations should be made no later than two (2) business days prior to the meeting to allow time for 3CE to address the request.

DISCLOSURE OF CAMPAIGN CONTRIBUTIONS: Pursuant to Government Code section 84308, members of the Board are disqualified and not able to participate in any agenda item involving contracts (other than competitively bid, labor, or personal employment contracts), franchises, discretionary land use permits and other entitlements if the Board member received more than $250 in campaign contributions from the applicant or contractor, an agent of the applicant or contractor, or any financially interested participant who actively supports or opposes the decision on the agenda item since January 1, 2023. Members of the Board who have received, and applicants, contractors or their agents who have made, campaign contributions totaling more than $250 to a Board member during the proceeding or for 12 months after a final decision is rendered in that proceeding, are required to disclose that fact for the official record of the subject proceeding. Disclosures must include the amount of the campaign contribution and identify the recipient Board member and may be made either in writing to the Clerk of the Board prior to the subject hearing or by verbal disclosure at the time of the hearing.

Welcome & Roll Call
Pledge of Allegiance
Corrections or Additions
The Clerk will announce agenda corrections or proposed additions of emergency, urgency, or continued items, which will be acted on by the Board as provided in Section 54954.2 of the California Government Code.

Public Comment on Matters Not Listed on the Agenda
The public may provide comments on any item within the Board's jurisdiction but not on the Agenda. The Board may not take action at this meeting on any item not listed on the Agenda other than to refer the matter to staff or set if for a future meeting. Speakers are limited to 3 minutes each.

REGULAR AGENDA

1. Approve minutes from the June 18, 2025, meeting of the Executive Committee

2. a. Approve the Electric Vehicle charging station installation project at 421 South McClelland Street, Santa Maria, CA;
b. Authorize the Chief Executive Officer to execute necessary vendor contracts and any amendments, to implement the improvements at 421 South McClelland Street, Santa Maria, CA with a total budget not to exceed $1,195,251; c. Authorize the Chief Executive Officer to execute a licensing agreement in a form substantially similar to the attached with the City of Santa Maria, for the licensing of real property for the EV charger project located at 421 South McClelland Street, for a term of ten years, in the amount of $0, effective upon commercial operation date

CLOSED SESSION

3. Conference with Legal Counsel Re Potential Initiation of Litigation -- Government Code Section 54956.9(d)(4): Two matters

4. Government Code Section 54956.8: Conference with Real Property Negotiators Property: Approximately 4 Acres located north of the Veterans Administration Hospital and south of Best Buy in The Dunes on Monterey Bay Development
3CE Negotiators: Robert M. Shaw, Dewayne Woods
Negotiating Parties: Marina Community Partners, LLC
Adjournment
Executive Committee
June 18, 2025
4:00 PM
Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940
County of Santa Cruz
701 Ocean Street, Fifth Floor Redwood Room
Santa Cruz, CA 95060
County of Monterey
168 West Alisal St, 3rd Floor
Salinas, CA 93901
County of Santa Barbara
County Administration Building
105 East Anapamu Street,
Fourth Floor
Santa Barbara, CA 93101

MINUTES
The meeting was called to order at 12:00 PM with 4 members attending from 3 locations and a quorum established.

Members Present: Headquarters: Chair Keeley
County of Santa Cruz: Huffaker
County of Santa Barbara: Hartmann, Miyasato

Members Absent: Daniels, Lewis, Vice Chair Ortiz-Legg
The Chair called for public comment on matters not listed on the agenda The following individual(s) addressed the Committee
 Becky Steinbrunner
 Diane Dutton
The Chair closed the public comment period.

OPEN SESSION

1. Approved minutes from the January 31, 2025 meeting of the Executive Committee MOTION: Moved by Member Hartmann, seconded by Member Miyasato to approve as submitted ACTION: Motion carried: 4/0/3
AYES: Hartmann, Huffaker, Miyasato, Chair Keeley

NOES: None
ABSENT: Daniels, Lewis, Vice Chair Ortiz-Legg

2. Receive an update on 3CE’s 100% Clean and Renewable procurement strategy and provide direction regarding additional analysis regarding its implementation The Chair opened the public comment period.

The following individual(s) addressed the Committee.
 Becky Steinbrunner
The Chair closed the public comment period.

CLOSED SESSION
The Chair opened the public comment period.

There were no public comments.

The Chair closed the public comment period.

General Counsel announced that there would be no reportable action taken in closed session.

Recessed into closed session at 12:55 PM

3. Conference with Legal Counsel Re Existing Litigation – Clean Power Alliance, Central Coast Community Energy, et al. vs. Southern California Edison, Government Code Section 54956.9(d)(1), CPUC Proceeding C.24-11-006

4. Conference with Legal Counsel Re Potential Initiation of Litigation -- Government Code Section 54956.9(d)(4): One matter
Adjourned at 1:19 PM

Staff Report Item 2
TO: 3CE Executive Committee
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Ani Ukpe, Project Manager
SUBJECT: a. Approve the Electric Vehicle charging station installation project at 421 South McClelland Street, Santa Maria, CA; b. Authorize the Chief Executive Officer to execute necessary vendor contracts and any amendments, to implement the improvements at 421 South McClelland Street, Santa Maria, CA with a total budget not to exceed $1,195,251; c. Authorize the Chief Executive Officer to execute a licensing agreement in a form substantially similar to the attached with the City of Santa Maria, for the licensing of real property for the EV charger project located at 421 South McClelland Street, for a term of ten years, in the amount of $0, effective upon commercial operation date
DATE: October 15, 2025
RECOMMENDATION:

This memorandum recommends that the Executive Committee consider staff’s recommendation to:
a. Approve the Electric Vehicle charging station installation project at 421 South McClelland Street, Santa Maria, CA;
b. Authorize the Chief Executive Officer to execute necessary vendor contracts and any amendments, to implement the improvements at 421 South McClelland Street, Santa Maria, CA with a total budget not to exceed $1,195,251;
c. Authorize the Chief Executive Officer to execute a licensing agreement in a form substantially similar to the attached with the City of Santa Maria, for the licensing of real property for the EV charger project located at 421 South McClelland Street, for a term of ten years, in the amount of $0, effective upon commercial operation date.

BACKGROUND:

Geographically, Central Coast Community Energy (3CE) is one of the largest geographic Community Choice Aggregators in California, covering 8,000 square miles across the counties of Santa Cruz, Monterey, San Benito, San Luis Obispo, and Santa Barbara. In 3CE’s service area, EV purchases are significantly outpacing installation of new public and shared EV charging infrastructure. To improve customer access to EV charging, 3CE launched its EV Charger Asset Pilot in Q1 of 2025. The pilot includes 3CE-owned workplace and publicly accessible EV chargers at three locations.

On December 11, 2024, the Policy Board approved an EV charger capital project at 1026 Palm Street in San Luis Obispo as part of 3CE’s EV Charger Asset Pilot. The project has been completed, and the chargers are now in use by 3CE staff. The project was delivered within the approved construction budget of $165,598, with additional cost savings supported by a $68,400 grant from the San Luis Obispo Air Pollution Control District (APCD).

Since the Board’s approval of the San Luis Obispo pilot in December, there has been a 50% increase in the number of EVs purchased by 3CE employees at the San Luis Obispo office, demonstrating the value of accessible workplace charging.

Additionally, on June 18, 2025, the Policy Board approved a second EV charger installation location at the 3CE office located at 2601 Porter Street in Soquel in Santa Cruz County, with an approved construction budget of $261,778. Construction has started at the Soquel site, and the EV chargers are anticipated to be in service by December 2025.

With the EV Charger Asset Pilot requiring multiple sites to assess the benefits of 3CE owning and operating EV chargers, additional locations were evaluated for public chargers. Following further study and evaluation, staff identified 421 South McClelland Street in downtown Santa Maria as a viable location for a public facing EV charger project.

DISCUSSION/ANALYSIS:

The California Energy Commission attributes approximately 50% of California’s greenhouse gas emissions to the transportation sector, making EV adoption critical to achieving 3CE’s goal of reducing regional greenhouse gas emissions. One of the main barriers to EV adoption on the Central Coast is the lack of adequate publicly available EV charging infrastructure.
1,2
3CE has several existing program offerings designed to reduce barriers related to public or shared EV charger installations in the service area. These offerings include the Electrify Your Ride program rebates and technical assistance, along with similar offerings through member agency programs. Despite the success of these programs, public EV charging infrastructure is not keeping pace with the rate of EV purchases. Consequently, a more proactive approach is needed. To determine the ways in which the Agency can best address this problem,

1 3CE Planning Action for Regional Transportation Electrification, Final Draft, March 2024. 2 Central Coast Community Energy Blueprint for MHD ZEV Electrification, Build Momentum, September 2023.

staff have developed a pilot to evaluate the feasibility and effectiveness of developing, owning, and maintaining EV charging infrastructure across the 3CE service area.

The EV Charger Asset pilot involves 3CE owned chargers at multiple workplaces and public charging locations across the service area. Each location has been evaluated by staff and presents an opportunity to improve EV charging accessibility, provide cost savings, and evaluate operational efficiency.

With each of the pilot project locations, 3CE has a unique opportunity to directly manage the installation and ownership of EV charging stations. 3CE has taken a project management role in the EV charger design to date and will continue this work through installation to ensure a focus on accessibility, cost savings, and operational efficiency, as described below.

Pilot Projects Overview:

Public Charger Project located at 421 South McClelland Street in the City of Santa Maria The proposed EV charging installation at 421 South McClelland Street in Santa Maria is part of 3CE’s pilot initiative to assess the feasibility and benefits of directly owning and operating EV charging infrastructure for the benefit of 3CE customers. The site, located in a well-trafficked downtown area, is equipped with sufficient electrical capacity to support at least two 200kW DC fast chargers. It is surrounded by numerous public amenities, including a library, dining options, retail stores, and cultural institutions, making it a highly visible and accessible location for community members.  EV Chargers: The project will have one van-accessible parking space serviced by a single port Level 2 EV charger, four parking spaces serviced by two dual port Level 2 Chargers and four parking spaces serviced by two Level 3 chargers. The EV charger layout is shown in Attachment 1.
 Electrical Work: The project includes conduit and wiring installation consistent with public-scale EV charging requirements. All work will comply with local codes and utility standards and will be permitted and inspected by the City of Santa Maria and PG&E prior to commissioning.  Hardscape and Signage: In compliance with Section 11B-812 of the 2016 California Building Code Accessibility Regulations for Electric Vehicle Charging Stations (EVCS), facilities with one to four EV charging stations are required to provide at least one van-accessible parking space.

The parking lot at 421 South McClelland Street currently includes an existing van-accessible accessible parking stall. As a result, no additional accessibility improvements are currently anticipated.

Project Justification:

This pilot installation advances 3CE’s strategic goals related to transportation electrification and emissions reduction. While the site is not within a designated Disadvantaged Community (DAC), it is in a low-income area approximately 10 blocks from the DAC boundary, separated by Highway 101, and can

provide expanded charging access to residents in adjacent underserved areas. The site addresses a current infrastructure gap. Furthermore, although Highway 101 provides corridor-level charging, this location is far enough removed from the highway to serve primarily local charging needs. As such, the project supports increased community-level EV adoption, while informing 3CE’s long-term strategy for scalable, agency-managed EV charging solutions.

Additionally, the inclusion of both Level 2 and Level 3 chargers at community hubs such as this will allow 3CE to monitor and compare usage patterns by charger type, providing insights into local charging behaviors and informing more effective future deployment strategies.

Project Timeline and Budget:
 Timeline: A site visit with vendors has been completed, and engineering design is currently underway. If the vendor agreement and city lease agreement are both executed in October, project design, permitting, construction, and commissioning are expected to be completed by Q3 2026.
 Budget: The budget for this capital project is for a total not to exceed the amount of $1,195,252. A budget breakdown is shown in the following table.

Construction Components Cost
Engineering Design $73,525
General Requirement $100,311
Utility Coordination and Inspection $11,349
EV Chargers Procurement $407,170
Electrical Infrastructure Enhancement $191,355
Switchgear and Transformer $143,938
Civil Infrastructure $60,527
2% Bonding $20,122
20% Contingency $186,954
Total Construction Cost $1,195,251
Preliminary phase work for the Santa Maria project, including engineering design and permitting, was completed at a cost of $73,525 and covered under the approved FY 2024-25 budget. To help offset construction costs for the Santa Maria project specifically, staff secured a $200,000 grant from the Santa Barbara Air Pollution Control District (APCD).

CONTRACT AUTHORIZATION:

Staff request authorization to execute the necessary contracts to complete EV infrastructure improvements at the public charging site located at 421 South McClelland Street in Santa Maria. The primary construction contract will be awarded via Gordian to Alco Building Solutions, a firm with demonstrated experience delivering municipal EV charging station projects in City of Santa Maria. Additionally, 3CE staff have been coordinating with City of Santa Maria staff for a licensing agreement related to the utilization of city land for the 3CE EV chargers.

Staff will report back to the Board with the finalized contract terms upon execution.

FISCAL IMPACT:

The anticipated costs for the EV Charger Asset Pilot were included in the FY 2024-25 Recommended Budget, which was separately reviewed and approved by the Policy Board at its September 19, 2024, meeting.

Preliminary phase activities for the EV charger installation at 421 South McClelland Street in Santa Maria, including engineering design and permitting, were completed in FY 2024-25. Construction is anticipated to be complete in the current FY 2025-26, and associated project costs are included as part of the approved FY 2025– 26 Budget. To help offset installation costs, the agency has pursued and been awarded several grants and will explore cost-recovery options through rate design to minimize the impact on the agency’s capital budget.

CONCLUSION:

The installation of EV chargers at 2601 Porter Street office in Soquel and at 421 South McClelland Street in Santa Maria will reduce barriers to EV charging across the service area, add community presence, and support 3CE’s mission to reduce greenhouse gas emissions.

ATTACHMENT(S):

1. Plan View of EV Charger Layout – 421 South McClelland Street in Santa Maria

2. Santa Maria Licensing Agreement – Draft

VAN ACCESSIBLE EV CHARGING ONLY ACCESSIBLE EV CHARGING ONLY EV CHARGING ONLY EV CHARGING ONLY EV CHARGING ONLY EV CHARGING ONLY EV CHARGING ONLY EV CHARGING ONLY EV CHARGING ONLY 9 A900 13 12 11 11 11 11 11 11 11 2 2 2 2 2 2 2 2 2 2 1 6 13 9 12 3 7 7 7 7 7 7 7 10 4 TYP. 5 TYP. 8 TYP. 14 McCLELLAND AVENUE SANTA MARIA LAWN BOWLING 15 15 15 15 15 ENLARGED SITE PLAN A10124040-A100 SC PRINT DATE: DRAWN BY: JOB NO. 2340 GARDEN ROAD, SUITE 100 MONTEREY, CALIFORNIA 93940 PHONE: 831.649.4642 FAX: 831.649.3530 WWW.WRDARCH.COM SHEET NAME: SHEET NO.: FILE NAME.: SET ISSUED: CHECKED BY: THE USE OF THE PLANS AND SPECIFICATIONS IS RESTRICTED TO THE ORIGINAL SITE FOR WHICH THEY WERE PREPARED, AND PUBLICATION THEREOF IS EXPRESSLY LIMITED TO SUCH USE. REUSE, REPRODUCTION OR PUBLICATION BY ANY METHOD IN WHOLE OR IN PART IS PROHIBITED. TITLE TO THE PLANS AND SPECIFICATIONS REMAINS WITH THE ARCHITECT, AND VISUAL CONTACT WITH THEM CONSTITUTES PRIMA FACIE EVIDENCE OF THE ACCEPTANCE OF THESE RESTRICTIONS. PLOT DATE: 6.6.2025 25030 3CE SANTA MARIA

EV CHARGING STATIONS
CENTRAL COAST COMMUNITY ENERGY (3CE)
1026 PALM STREET
SAN LUIS OBISPO, CA 93401 APN: 002-323-031 No. C31466 REN. 1/31/25 LICENSED ARCHITECTSTATE OF CA LIFORNIA CHRISTOPHER BARLOW SCALE: 1 ENLARGED SITE PLAN 1/8" = 1'-0" SCALE: 3 TRUNCATED DOMES N.T.S.

0.2"
HEIGHT TAPERED EDGES WHERE EXPOSED NOTES: 4. TRUNCATED DOMES (DETECTABLE WARNINGS) SHALL BE SLIP RESISTANT; COLOR SHALL BE YELLOW AND APPROXIMATE 33538 OF SAE AMS-STD-595A. 5. THE MATERIAL USED TO PROVIDE CONTRAST SHALL BE AN INTEGRAL PART OF THE WALKING SURFACE. 6. CONTRACTOR SHALL PROVIDE A 6" X 6" MIN. SAMPLE OF THE TRUNCATED DOMES TO THE ARCHITECT / CONSTRUCTION MANAGER FOR APPROVAL PRIOR TO INSTALLATION. 0.90"-0.92" BASE DIAMETER 0.45"-0.47" TOP DIAMETER A TRUNCATED DOME SPACING 2.3"-2.4" NOMINAL B~ B TRUNCATED DOME SECTION 0.90"-0.92" BASE DIAMETER 0.45"-0.47" TOP DIAMETER 1. ONLY APPROVED DETECTABLE WARNING PRODUCTS AND DIRECTIONAL SURFACES SHALL BE INSTALLED IN ACCORDANCE WITH CBC SECTION 11B-705. 3. INSTALLER SHALL BE CERTIFIED BY MANUFACTURER. 2. TRUNCATED DOMES (DETECTABLE WARNINGS) SHALL BE SUPPLIED BY: SAFETY STEP TD, INC.; PH: (866) 723-3883; EMAIL: www.safetysteptd.com

2.3"-2.4"

NOMINAL

0.65" MIN. KEY NOTES 1 NEW PAINTED 5'-0" WIDE VAN ACCESSIBLE EV PARKING ACCESS AISLE. CONTRACTOR TO PROVIDE STRIPING PER CITY OF SANTA MARIA STANDARDS. THE KEY NOTES THAT FOLLOW APPLY TO THE DRAWING(S) ON THIS SHEET ONLY. REFER TO FOLLOWING SHEETS FOR NOTES THAT ARE APPLICABLE TO THOSE DRAWINGS. 2 EXISTING PARKING STALLS TO REMAIN 3 EXISTING MURAL WALL TO REMAIN. PROTECT FROM DAMAGE. 4 EXISTING SIDEWALK TO REMAIN. 5 EXISTING CURB TO REMAIN. 678 EXISTING 4" WIDE PAINTED STALL STRIPING. 9 NEW CONCRETE RAMP. SEE DETAIL 2/~ FOR REQUIREMENTS. LEGEND 10 EV CHARGING STATION TOW AWAY SIGNAGE. SEE DETAIL 13/A900 FOR REQUIREMENTS. 11 NEW EV CHARGING STATION. SEE ELECTRICAL DRAWINGS FOR REQUIREMENTS. GENERAL NOTES 1. CONTRACTOR SHALL FIELD VERIFY ALL EXISTING CONDITIONS PRIOR TO BEGINNING WORK. THE CONTRACTOR SHALL NOTIFY THE ARCHITECT OF ANY DISCREPANCIES BETWEEN THE DOCUMENTS AND FIELD CONDITIONS PRIOR TO PROCEEDING WITH THE WORK. IF ANY QUESTIONS ARISE AS TO THE REMOVAL OF ANY MATERIAL, CLARIFY THE POINT IN QUESTION WITH THE ARCHITECT BEFORE PROCEEDING. 2. CONTRACTOR SHALL PROTECT ALL EXISTING ITEMS THAT ARE NOT SCHEDULED FOR REMOVAL FROM DAMAGE. CONTRACTOR SHALL BE RESPONSIBLE FOR PATCHING AND/OR REPAIRING ANY DAMAGE CAUSED TO ITEMS TO REMAIN. 3. CONTRACTOR SHALL FURNISH ALL LABOR AND MATERIALS/EQUIPMENT AS REQUIRED TO COMPLETE DEMOLITION AND REMOVAL OF ALL ITEMS AS INDICATED. 4. CONTRACTOR SHALL IMPLEMENT CONSTRUCTION DUST / DEBRIS CONTROL MEASURES THROUGHOUT THE DURATION OF CONSTRUCTION. 5. AT COMPLETION OF DEMO WORK, THE CONSTRUCTION AREA SHALL BE LEFT IN "BROOM CLEAN" CONDITION. ALL DEBRIS AND MISC. MATERIAL SHALL BE REMOVED. 6. DEMOLITION IS NOT NECESSARILY LIMITED TO WHAT IS SHOWN ON DRAWINGS. THE INTENT IS TO INDICATE THE GENERAL SCOPE OF DEMOLITION REQUIRED TO COMPLETE THE WORK IN ACCORDANCE WITH THE CONTRACT DOCUMENTS. 7. CONTRACTOR TO ENSURE THAT EXISTING UTILITIES (GAS, ELECTRIC OR PHONE, ETC.), ACCESS FOR TENANT & CUSTOMER USE, MECHANICAL VENTILATION, HEATING AND/OR COOLING SYSTEMS, PROVIDED TO ALL TENANTS IN THE EXISTING BUILDINGS WHERE WORK WILL OCCUR (AS WELL AS IN BUILDINGS WHERE WORK WILL NOT OCCUR). 8. CARE SHALL BE TAKEN BY CONTRACTOR TO MINIMIZE DISRUPTION TO THE BUSINESS THROUGHOUT DURATION OF CONSTRUCTION. CONTRACTOR SHALL COORDINATE ALL CONSTRUCTION ACTIVITIES INCLUDING BUT NOT LIMITED TO CONSTRUCTION SCHEDULE AND HOURS OF CONSTRUCTION WITH BUILDING OWNER PRIOR TO WORK. 9. CONTRACTOR SHALL LEGALLY DISPOSE OF ANY MATERIALS SCHEDULED FOR DEMOLITION. 12 NEW ACCESSIBLE EV CHARGING STATION SIGNAGE PER DETAIL 20/A900. NEW EV CHARGING STATION SIGNAGE PER DETAIL 8/A900. 13 NEW VAN ACCESSIBLE EV CHARGING STATION SIGNAGE PER DETAIL 16/A900. PATH OF ACCESSIBLE TRAVEL TO ACCESSIBLE ENTRANCES. ACCESSIBLE ROUTE SHALL HAVE A MAXIMUM RUNNING SLOPE OF 5% AND A MAXIMUM CROSS-SLOPE OF 2%. ACCESSIBLE ROUTE TO BE AT LEAST 48” IN WIDTH. PATH OF ACCESSIBLE TRAVEL TO ACCESSIBLE ENTRANCES. ACCESSIBLE ROUTE SHALL HAVE A MAXIMUM RUNNING SLOPE OF 5% AND A MAXIMUM CROSS-SLOPE OF 2%. ACCESSIBLE ROUTE TO BE AT LEAST 48” IN WIDTH. 10. CONTRACTOR SHALL LEGALLY REMOVE EXISTING PARKING STALL STRIPING AS NEEDED TO ACCOMMODATE NEW WORK. 14 NEW CONCRETE WALK PER DETAIL 4/~. 15 NEW EV CHARGER LOCATION. SEE ELECTRICAL DRAWINGS FOR ADDITIONAL REQUIREMENTS. PLAN NORTH 2 % MAX. X 4'-0" MIN. SEE PLAN CONC. WALK WALL OR ANY OBSTRUCTION CROSS SLOPE OF LANDING AREA DOES NOT EXCEED 2% IN ANY DIRECTION NOTE: SCALE: 1 CURB RAMP ISOMETRIC MAX. SLOPE 8.33% S= 6.67 MIN. 6" 612" 112" MIN. PROVIDE 4" THICK CONCRETE WALKWAY WITH SLIP RESISTANT FINISH AND PROPERLY PLACED 6" x 6"/10 x 10 WELDED WIRE MESH, EG. THE CONCRETE SHALL BE PLACED OVER A MINIMUM OF 4 INCHES OF GOOD QUALITY CLASS IV AGGREGATE BASEROCK COMPACTED TO A MIN. OF 90% RELATIVE COMPACTION BASED ON A.S.T.M. D 1557-91 PLACED OVER A PROPERLY PREPARED AND COMPACTED SUBGRADE. ALL CONCRETE FLATWORK SHALL BE DIVIDED INTO AS NEARLY SQUARE PANELS AS POSSIBLE PROVIDE POSITIVE SLOPE AWAY FROM BUILDING WHERE APPLICABLE. PROVIDE 6x6/10X10 W.W.M. TYPICAL 1/2" RAD. TOOLED EDGE, TYP. F.G. EXPASION JOIST PER 7/A102 CONC. CURB 8" NOTE: 1) ANY NEW CONCRETE CURBS AND WALKS PATCHING OR ADJONING EXISTING COCRETE CURBS AND WALKS SHALL MATCH EXISTING COLOR AND FINISH SCALE: 4 CONCRETE WALK 1 1/2"=1'-0" #4 CONT. MIN. 4" OF CLASS IV AGGRGATE BASEROCK COMPACTED TO A MIN. 90% RELATIVE COMPACTION OVER COMPACTED SUBGRADE SCALE: 2 ACCESSIBLE RAMP DETAIL 1/4" = 1'-0" 4'-0" 6'-0" 4'-0" 9'-0" SLOPE DN. (1:12 IS MAX. SLOPE PER CBC) DETECTABLE WARNING TRUNCATED DOMES 3~ 6" CONCRETE CURB 4'-0" EXISTING CONCRETE CURB NEW CONCRETE WALK 4~ 48" 30" Page 8 of 24

CHARGING STATION SITE LICENSE AGREEMENT
This CHARGING STATION SITE LICENSE AGREEMENT, (the “Agreement”), including all attached Exhibits, and dated as of the last signature date below (the “Effective Date”), is by and between City of Santa Maria, a municipality (“Lessor”) and Central Coast Community Energy (“Lessee”), a Joint Powers Authority. Lessor and Lessee may individually be referred to as a “Party” and collectively as the “Parties”.

RECITALS
A. Lessor owns that certain real property located at South McClelland Street in City of Santa Maria, CA , and legally described in Exhibit “A” (the “Property”).

B. Lessee wishes to install one or more electric vehicle charging stations on the Property and sell EV charging services to Central Coast Community Energy customers as well as members of the public.

C. Lessor wishes to license Lessee the Property for the purposes of offering members of the public access to EV charging stations at the property.

D. Lessor and Lessee desire to enter into this Agreement to provide the terms and conditions pursuant to which Lessor leases certain portions of the Property to Lessee.

NOW, THEREFORE, Lessor and Lessee hereby agree to the following terms and conditions.

AGREEMENT

1. Basic Provisions
a. Premises. Lessor hereby leases to Lessee a portion of the Property consisting of approximately 1,250 square feet, in order to build, own, operate, and maintain electric vehicle charging stations (singularly, a “Charging Station” or collectively the “Charging Stations”), along with approximately 900 square feet of landscaped or paved space for equipment (the “Premises”), together with ingress and egress to the Premises across the Property.
b. Term. The term (“Term”) of this Agreement shall commence on the Effective Date and end on the date that is ten (10) years from the Commercial Operation Date, unless renewed or earlier terminated as set forth herein. The "Commercial Operation Date" for purposes of this Agreement, shall mean the date on which all Charging Stations that are to be installed and are first operational.
c. Fee. Lessee agrees to pay Lessor a rental fee equal to $0 per Charging Station per year, starting on the Commencement Date (as defined below) and continuing until the Expiration Date.

2. Installation and Construction

a. Installation. Upon the Effective Date, Lessor shall deliver possession of the Premises to Lessee. Lessee shall, at its sole cost and expense, construct the Charging Stations. Lessee, at any time and for any reason during the term of this Agreement, may elect to upgrade, revise, alter, or remove any Charging Station installed on the Premises. b. Grant of License: Lessor is the fee simple owner of the real property identified in Exhibit A (“Property”). Subject to the terms of this Agreement, Lessor grants to Lessee and its contractors and vendors for the Term of this Agreement for the sole purposes of performing Lessee’s obligations and enforcing Lessee’s right under the Agreement: (1) an exclusive and irrevocable, except as specifically set forth herein, license to evaluate, use and occupy a portion of the Property, including designated parking spaces for charging electric vehicles; (2) necessary easements, or rights for installation, maintenance, operation, access and utilities, as described herein for the purpose (including, but not limited to, any rights necessary for PG&E to interconnect the stalls); and (3) the right for Lessee to issue a sublicense to its contractors and vendors that is up to, but no more than, coextensive with the license that Lessor grants to Lessee herein.
c. Construction. Lessee is solely responsible for supervising the construction and installation of the Charging Stations, which may include but not be limited to hiring and coordinating all vendors and contractors; installing electrical equipment, utility lines, hardware, and software; site preparation; trenching; repaving and landscaping. Lessor shall allow Lessee and Lessee’s contractors to stage equipment in reasonable proximity to the Premises to facilitate Lessee’s construction at the Property; provided such staging shall not unreasonably interfere with Lessor’s use of the Property. After obtaining written permission from Lessor, Lessee shall be permitted to reconfigure the existing parking spaces to accommodate the Charging Stations. For the avoidance of doubt, reconfiguring of parking spaces shall include, among other things, the right to reduce the number of striped parking spaces, if necessary, to promote the efficient and legal use of the Charging Stations.
d. Permits. Lessee and/or its contractors will, at its sole cost and expense, obtain all licenses, permits, or other approvals required to install the Charging Stations, and Lessor will reasonably cooperate upon request with Lessee’s efforts to do so. Lessor will provide staffing support to meet with Lessee at the Premises as needed, and cooperate generally with Lessee during the planning, permitting, and construction of the Charging Stations. Lessee shall comply with all permits issued for the planning, permitting, and construction of the Charging Stations.
e. Ownership by Lessee. The Charging Station equipment shall remain the sole property of the Lessee at all times, and Lessee shall have the right to remove all or a portion of any Charging Station at any time during the term of this Agreement, whether or not the Charging Station is considered a fixture and attached to the Premises under applicable laws. If a Charging Station becomes inoperable Lessee will have one (1) month to fix the inoperable Charging Station.

f. Right to Tow. Lessee retains the right to remove any vehicle from the Premises at any time and for any reason at Lessee’s sole cost, in accordance with applicable law.

3. Operation and Maintenance. Except as otherwise provided in this Agreement, Lessee will, at its sole cost and expense make all necessary maintenance, repairs, and replacements to the Charging Stations.

4. Access. Members of the public shall have free, access to the Premises during posted regular parking hours as determined by the City Council. Lessee and its employees, contractors, and/or vendors may, at any time during the Term, access the Premises to maintain and inspect the Charging Stations
Members of the public shall have free, unrestricted access to the Premises twenty-four (24) hours per day, seven (7) days per week, and 365 days per year. Lessee and its employees, contractors, and/or vendors may, at any time during the Term, access the Premises to maintain, inspect, repair or replace any portion of the Charging Station pursuant to its obligations under this Agreement.

The Lessee shall install and maintain clear, visible signage indicating that the designated parking stalls are reserved exclusively for actively charging electric vehicles. Such signage shall comply with the requirements set forth under California Vehicle Code Section 22511, including paragraph (2) of subdivision (d).

Pursuant to California Vehicle Code Section 22511, if a vehicle is parked in a designated EV charging stall without being actively connected for electric charging purposes, the local authority, after notifying the police or sheriff’s department, may cause the removal of such a vehicle to the nearest garage, as defined in Section 340, that is owned, leased, or approved for use by a public agency. For avoidance of doubt, Lessee shall not be responsible for any costs or fees associated with towing vehicles or enforcement of local parking restrictions.

Lessee shall install appropriate signage.

5. Right to Relocate
a. Cost. At Lessor’s sole cost and expense reimbursable to Lessee, Lessor may require Lessee to relocate to other premises (“New Premises”) within the Property; provided however, Lessor shall have no right to relocate Lessee for the purpose of leasing or licensing the Premises to a tenant that will operate as an electric vehicle charging station; provided, however, that Lessor may operate on its own or through a third-party an adjacent electric vehicle charging station on the Premises. The New Premises will be reasonably comparable in location, proximity to the main entrance to the facility, size, visibility, and layout to the Premises as of the date of Lessor’s Notice (hereinafter defined). Lessor will reimburse Lessee all reasonable costs Lessee incurs to move Lessee’s fixtures and equipment to the New Premises as well as costs incurred to secure power at the New Premises. If Lessor elects to exercise the right of relocation, Lessor shall deliver written notice to Lessee identifying the location of the proposed New

Premises at least one hundred twenty (120) days prior to the date that Lessee is required to relocate to the New Premises (“Lessor’s Notice”). Lessee shall have no obligation to vacate the Premises until the New Premises is commissioned, permitted, and fully operational.
b. Right of First Refusal: Notwithstanding the above provision, LESSOR shall have the right to construct and operate a private EV charging station on the Property adjacent to the premises, however LESSOR shall provide LESSEE a right of first refusal (“ROFR”). If LESSOR receives an offer from a third party to construct and operate an EV charger station on the Property, and the LESSOR desires to accept, the LESSOR shall provide written notice to LESSEE. The Offer Notice shall provide the LESSEE a copy of the offer, including proposed terms and conditions. The LESSEE shall have (15) business days from receipt to exercise the ROFR by delivering notice to LESSOR. If the LESSEE fails to exercise its ROFR within this period, the LESSOR may proceed with the construction and operation of the EV charger station with the third party.

6. Signage. Lessee may paint, place, erect, or construct signage, marks, or advertising devices in, on, or about the Property as Lessee shall deem necessary, in a mutually agreed upon location. Lessee shall be responsible at its own cost and expense to obtain all permits necessary for the installation of its signs. All signage shall be in accordance with all laws, rules and ordinances.

7. Lessor Obligations Regarding Property/Premises. Lessor shall, at its sole cost and expense, take all actions necessary to maintain the Premises in a clean, safe, and orderly condition, to at least the same standard as it customarily maintains the common areas at the Property, including, without limitation, parking lot sweeping, parking lot repaving and restriping, including federal and state accessibility compliance, and maintenance and repair of curbs, gutters and landscaping features at the Property. Lessor shall also be responsible, at its sole cost and expense, to comply with all state and local parking laws, ordinances, requirements and rules, including, but not limited to, those relating to parking density should the same be impacted by the installation of electric vehicle parking spaces as contemplated herein. Lessor shall not be liable for any damage caused to the Premises, including each Charging Station, unless directly caused by Lessor, its employees, agents, or contractors. Lessor shall not be responsible for any vandalism or graffiti to Charging Stations; provided, however, that to the extent Lessor has actual knowledge of vandalism, Lessor shall promptly notify Lessee. Lessee is responsible for promptly repairing any damages or vandalism to the Charging Stations after notice from Lessor.

For the avoidance of doubt, Lessor shall be under no obligation to maintain the Charging Stations, signage or any other equipment installed by Lessee within the Premises.

However, if Lessor restripes the parking lot, inclusive of the Premises, Lessor shall restripe the Premises in a manner identical to Lessee’s striping scheme in effect immediately prior to the restriping.

8. EV Charging. Lessee will provide Charging Station access to customers ("EV Charging Customers"), which will include members of the public. EV Charging Customers shall have access to each Site during posted regular parking hours as determined by the City Council.
a. Customer Access. Lessor will identify Customer EV Charging Stations with specified signage pursuant to the City Parking Ordinance Section 7-5.14, a, b and c. as stated in number 4. of this agreement.

9. Utility Availability. Lessee shall supply all electricity to the Charging Stations.

Lessee may charge its end users for electrical usage. Lessor shall cooperate with Lessee to obtain any other utilities necessary to operate the Charging Station, including by granting appropriate easements to local utility providers; provided, however, that Lessor is not required to pay money to satisfy the requirements of the utility provider or Lessee associated with the provision of such utilities. Neither Lessor nor Lessee has any responsibility or liability for interruption, curtailment, failure, or defect in the supply or character of utilities furnished to facilities or equipment located at the Premises, unless the cause of the interruption is covered by such Party’s indemnity provided for below.

10. Taxes. Lessee is solely responsible for personal property taxes imposed on the Charging Stations, and any other equipment installed by it on the Premises. All other real or personal property taxes related to the Premises, including any increase in real estate taxes on the Property of which the Premises is a part which arise from Lessee’s improvements and/or Lessee’s use of the Premises, are the sole obligation of Lessor.

11. Ownership of Drawings and Other Documents. All documents prepared by or under the direction of Lessee pursuant to this Agreement, including, without limitation, drawings, plans, and specifications, including those in electronic format, are solely and exclusively owned by Lessee. The Parties agree that Lessee has and retains ownership of all of such Lessee’s Intellectual Property rights therein, and Lessor has no right, and shall not obtain any right, in any Lessee Intellectual Property.

As used in this Agreement, “Intellectual Property” means all copyrights, patents, trademarks and service marks, names, logos, designs, domain names, charger station equipment names, all registrations for copyrights, patents, trademarks and service marks/names, 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.

12. Publicity. Neither Party will use the other Party’s name, trademark or logo without such other Party’s prior written consent. If mutually agreed in writing, the Parties may

make general press releases and statements, hold press conferences, both through traditional and electronic media, including websites created by Lessee or other third parties, regarding the existence of the Charging Stations and the status of the activities contemplated by this Agreement.

13. Representations and Warranties. Lessor and Lessee each hereby represent and warrant 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.

14. Additional Lessor Covenant. Lessor covenants that it shall not take any action that would interrupt the use of the Premises or the Charging Station. However, this covenant shall not preclude the Lessor from temporarily restricting access to the Premises or Charging Station in the event of:
a. Maintenance Activities – Necessary maintenance, repairs, or improvements to the roadways, utilities, or other infrastructure serving the Premises, provided that the Lessor shall use commercially reasonable efforts to minimize disruption and provide advance notice to the Lessee whenever possible.
b. Emergency Situations – Any actions required to respond to emergency situations, including but not limited to natural disasters, accidents, public safety requirements, or compliance with orders issued by relevant authorities. c. The Lessor shall make reasonable efforts to promptly restore access to the Premises and Charging Station once the maintenance or emergency situation has been resolved.

15. Lessee Insurance.

During the Term of this Agreement, Lessee shall maintain in full force and effect, at its cost and expense, the following coverages and amounts of insurance or self-insurance:

A. Minimum Scope of Insurance
Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.

2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).

3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

4. Errors and Omissions liability insurance appropriate to the Consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.

B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:

1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: Statutory limits.

4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.

5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.

C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to

pay losses and related investigations, claim administration and defense expenses within the retention.

D. Other Insurance Provisions
The liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).

2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract to the City. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.

4. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.

F. Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause.

All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

16. Lessor Insurance.
a. Lessor has no obligation to maintain insurance under this Agreement.

17. Casualty and Condemnation.
a. Damage. If the Premises, any portion of the Charging Stations or any portion of the Property that adversely affects the use of the Charging Stations is damaged by fire or other casualty, then either Lessor or Lessee may, within thirty (30) days of the date of such fire or other casualty elect to terminate the Agreement by written notice to the other Party. If Lessee elects to repair its property, it shall restore, rebuild, or replace those portions of the Charging Stations and any other property damaged as a result of such fire or other casualty to their prior or better condition as necessary, and all property insurance proceeds of Lessor applicable to the Premises shall be made available to Lessee in connection with such repair and restoration. If Lessee elects to terminate the Agreement, it shall remove all of Lessee’s property from the Premises in accordance with this Agreement. Any repair and restoration required by Lessee under this Section shall commence within sixty (60) days of the date Lessee elects to repair and restore the Premises and shall be completed no later than 120 days thereafter, if reasonably possible. b. Condemnation/Taking. If any portion of the Premises or Property is condemned or taken in any manner for a public or quasi-public use that could adversely affect the use of the Charging Stations, then Lessee may elect to terminate this Agreement effective as of the date title to the condemned portion of the Property is

transferred to the condemning authority. If Lessee does not elect to terminate, the Parties will use commercially reasonable efforts to find an alternate location for the Charging Stations on the Property. The costs of the relocation of the Charging Station shall be paid by Lessor. Lessee 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 Lessor’s award related to the condemnation or taking. c. Suspension of Term. During any time that the Charging Station or any portion of the Premises is under repair or being relocated pursuant to a casualty or condemnation, the Term shall be temporarily suspended on a day-for-day basis.

18. Hold Harmless. Each Party shall indemnify and hold harmless the other Party, and their respective affiliates, representatives, agents, board members, officers, directors, managers, members, contractors or employees, from and against all third party claims, demands, causes of action, liabilities, costs, damages, losses, penalties, fines, judgments or expenses, including reasonable attorneys’ fees and costs of collection (collectively “Losses”) that arise out of or result from (1) any willful misconduct or negligence of the indemnifying Party in connection with this Agreement; (2) any breach by the indemnifying Party of its obligations, representations, or warranties under this Agreement, or (3) the indemnifying Party’s operation of each Site or Property, except to the extent arising out of or resulting from any willful misconduct or negligence of the indemnified Party. The obligations of the Parties under this Section shall survive the expiration, cancellation, or termination of this Agreement and Term.

19. Limitation of Lessor and Lessee Liability. In no event shall either Party be liable (in contract or in tort, including negligence and strict liability) to such other Party or to such other Party’s affiliates or their respective representatives, agents, officers, directors, shareholders, partners or employees for any special, indirect or consequential damages relating to this Agreement.

20. Termination. This Agreement may be terminated in its entirety:
a. By either Party if the other Party breaches or fails to perform any of its obligations in any material respect, and such breach or failure continues uncured for fifteen (15) business days after receipt of written notice; provided that if such breach or failure reasonably requires more than fifteen (15) days to cure, this provisions shall not be triggered if such breaching Party commences to cure within such period and diligently proceeds to complete such cure; or
b. By either Party, if the other Party becomes insolvent or proceedings are instituted by or against it under any provision of any federal or state bankruptcy or insolvency laws or;

c. by either Party, pursuant to Section 17 of this Agreement or upon expiration of the Term of this Agreement.
d. Post-Termination Removal. Upon expiration or termination of this Agreement, Lessee shall, at its sole cost and expense, remove all Charging Stations and related EVSE equipment from the Premises and restore the area to a condition reasonably consistent with its original state, normal wear and tear excepted, unless otherwise agreed in writing by the Parties.

21. Remedies. Each Party shall have all remedies available at law or in equity if the other Party is in default under the terms of this Agreement.

22. 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 or by electronic mail with a return notice requested. Notice given by registered or certified mail, overnight carrier or electronic mail 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 Lessee:

Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA
If to Lessor:

Department of Public Works
110 South Pine Street, Suite 101
Santa Maria, CA 93458

With a copy to (which shall not constitute notice): [email protected] Each Party may change its address for notice by giving notice thereof to the other Party.

23. 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 Agreement without first obtaining prior written consent of the other Party, which may be withheld in such Party’s sole discretion; 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 of the assets of such Party at any time and without consent.

24. Miscellaneous.
a. Force Majeure. Neither Party is responsible for any delay or failure in performance of any part of this Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, embargo, pandemic, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes beyond the Party’s control.
b. Amendment. This Agreement may be amended or modified only by an instrument in writing signed by Lessor and Lessee.
c. Construction of Agreement. Lessor and Lessee agree that each party has fully participated in the review and revision of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendment to this Agreement.
d. 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. In the event a legal dispute concerning the subjects of this Agreement, the Parties agree that the exclusive venue is the Superior Court for the County of Santa Barbara.
e. Headings. The headings used in this Agreement are for the convenience and reference only and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced and construed as if no caption had been used.

f. 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.
g. Non-Binding Mediation. If a dispute arises out of or relates to this Agreement, or its breach, and the Parties have not been successful in resolving such dispute through negotiation, the parties agree to attempt to resolve the dispute through non-binding mediation by submitting the dispute to a sole mediator selected by the Parties or, at the option of a Party, to mediation. If such dispute is not resolved by such non-binding mediation, the Parties shall have the right to resort to any remedies permitted by law. All defenses based on passage of time shall be tolled during the mediation.
h. 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.
i. 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.
j. 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. k. 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.
l. 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.
m. Counterpart/Electronic Execution and Transmittal. 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 Parties may sign such counterparts by electronic signature and 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.
n. Time is of the Essence. Time is of the essence in this Agreement.

In witness whereof, the Parties execute this Agreement as of the date last below written.

CENTRAL COAST COMMUNITY
ENERGY
a joint powers authority
___________________________
Robert M. Shaw
Chief Executive Officer

CENTRAL COAST COMMUNITY
ENERGY
Approved as to Form
Deputy General Counsel

CITY OF SANTA MARIA,
a Municipal Corporation
Brett Fulgoni
Director of Public Works
ATTEST:

Donna G. Schwartz
Chief Deputy City Clerk
APPROVED AS TO FORM:
_______________________________
Risk Manager
_______________________________
City Attorney

EXHIBIT A

PROPERTY