HomeMy WebLinkAboutZeco Systems - Electric Vehicle Charging Stations -2018 V4 2018-03-13
GREENLOTS
SITE HOSTING AGREEMENT
THIS SITE HOSTING AGREEMENT (this "Agreement") is entered into as of
9(-CvK1bM 31ST, 2o0b (the "Effective Date") between City of Fresno, a California
Municipal Corporation ("Site Host"), and Zeco Systems, Inc., a Delaware corporation
doing business as Greenlots ("Greenlots," and together with Site Host, each a "Party"
and collectively the "Parties").
Recitals
A. Greenlots is engaged in the business of procuring, operating and
maintaining electric vehicle charging stations and related infrastructure.
B. Electrify America, LLC ("Electrify America") is undertaking a program to
cause electric vehicle charging stations to be placed at parking sites appended to
certain multi-family housing and workplace sites, and has engaged Greenlots to
procure, deliver, install and manage such stations.
C. Site Host is the fee owner of Fresno Yosemite International Airport
Employee Lot located at 5239 E. McKinley Avenue, Fresno, CA 93727 (the "Property").
D. Greenlots and Site Host desire that Greenlots have the right to access and
use a portion of the Property described in Exhibit A (the "Premises") for the installation,
siting, operation, and maintenance of the electric vehicle ("EV") charging stations with
supporting equipment (together, the "Charging Stations"), as depicted in Exhibit A-1, for
and on behalf of Greenlots at the Property, all in accordance with the General
Guidelines and ADA Parking Space Requirements set forth in Exhibit B and on the other
terms and conditions set forth in this Agreement.
Agreement
NOW, THEREFORE, in consideration of these premises and of the mutual
promises herein contained, Greenlots and Site Host hereby agree as follows:
1 Grant of Right and Revocable License.
(a) Site Host hereby grants and conveys unto Greenlots the right and
revocable license to the Premises to construct, reconstruct, install, re-install, operate,
access, maintain, repair and remove, the Charging Stations as set forth in Exhibit A and
subject to Site Host approval, including concrete jackets and conduits, handholes,
manholes, transformer vault sites, underground power and communications lines,
metering and monitoring equipment, poles, guys, anchors, overhead and/or
underground wire lines, and such other appliances and equipment as may be necessary
for the transmission and distribution of electricity or communications, including all
service lines emanating from Greenlots' transformer, to be used for light and power
and/or communications and control circuits (collectively, the "Equipment and Lines"), as
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in Exhibit A-1. Greenlots shall further have the right (but not the obligation) to, with prior
approval from Site Host (which shall not be unreasonably withheld), trim, keep trimmed,
remove, and control any trees and vegetation in the way of its lines or equipment.
(b) Site Host hereby grants to Greenlots and its authorized personnel
the right to access and enter upon the Premises for the purpose of installing, constructing,
operating, maintaining, repairing, testing, and replacing, or causing the installation,
construction, operation, maintenance, repair, testing, and replacement of the Charging
Stations and other Equipment and Lines, and access to the areas of the Property where
Greenlots' conduit, wires, cables and other connecting equipment are located for the
purpose of installing, constructing, operating, maintaining, repairing, testing, and
replacing, or causing the installation, construction, operation, maintenance, repair,
testing,and replacement of same, and to such areas of the Property as may be necessary
to maintain Greenlots' equipment, such access to be 24 hours per day, seven days per
week for emergencies and during normal business hours for routine maintenance and
inspection visits. The Premises shall include Fvnr1of parking spaces dedicated to eight (8)
Charging Station use and an area within the Premises at the front of the parking stalls for
the Charging Stations and other necessary equipment. ' ="
(c) Site Host represents and warrants to Greenlots that(1)Site Host has
full right, title and authority to enter into this Agreement and grant the rights to Greenlots
granted hereunder, (2)Site Host's entering into this Agreement will not constitute a breach
of any of its contractual obligations to any other person or entity, including any lender, and
(3) no internal or external funding sources other than pursuant to this Agreement were
considered, committed or likely in order to obtain the equipment and services to be
provided under this Agreement.
(d) Greenlots expressly understands and agrees the Property is a
commercial airport and municipally owned by the City of Fresno, subject to federal, state,
and municipal laws, and regardless of anything stated herein, at all times Site Host has
the right to limit or deny any license or access to the Property. Site Host shall make
reasonable efforts to maintain access to the Property as described in this Agreement, but
Greenlots understands and agrees certain events or regulations may cause Site Host to
deny access to the Property, and such denial shall not be considered breach or grounds
for termination of this Agreement.
2. Nonexclusive Use. Greenlots' use of the Premises, including charging
parking stalls, shall be on a nonexclusive basis except for the Charging Stations and
Equipment and Lines. Notwithstanding the foregoing, Site Host shall cause the charging
parking stalls to be reserved for use with the Charging Stations.
3. Term.
(a) The initial term (the "initial Terni")of this Agreement shall commence
on January 1, 2019 [Estimated Date of Commissioning] (the "Commencement Date") and
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"Commencement Date") and terminate on December 31, 2026 (the "Expiration Date"),
subject to extension as provided herein below.
(b) Greenlots shall have the option to extend this Agreement (the
"Extension Option"), with the written approval of Site Host, for one additional five-year
term (the "Option Term") by providing written notice of such exercise to Site Host at least
ninety (90) days prior to the Expiration Date. Upon receipt of written approval by Site
Host, required at least thirty (30) days prior to the Expiration Date, and if Greenlots
properly exercises the Extension Option, the Term shall be extended for the Option
Term.
(c) The "Term" shall mean the Initial Term, as extended by the Option
Term.
4. Use; Energy Storage and Other Services.
(a) Greenlots intends to use, and Site Host agrees that Greenlots and
its authorized personnel shall be permitted to use, the Premises for the installation,
construction, operation, maintenance, repair, testing, and replacement of the Charging
Stations and Equipment and Lines. During the Term, Site Host shall cause the
Charging Stations and associated charging stalls to be available and accessible for use
by Site Host's user groups and, if desired by Site Host, by the general public.
(b) Greenlots shall obtain, at Greenlots' expense, any licenses and
permits required for Greenlots' use of the Premises from all applicable government or
regulatory entities (the "Government Approvals").
(c) Site Host shall provide to Greenlots, if available, the following
information with respect to the Property: a title policy; site survey and electrical or
building drawings; geotechnical reports; parking calculations prepared for the City and
County in which the Property is located; and archeological studies and environmental
studies.
(d) Site Host shall take commercially reasonable efforts to prevent third
parties from utilizing parking spaces designated for the electric vehicle charging
station(s) for purposes other than charging their electric vehicles and shall maintain the
Premises adjacent to the Charging Stations in good condition, including, but not limited
to: repairs, maintenance, repaving, sweeping and ensuring unrestricted access to users
of the Charging Stations 24 hours a day, 7 days a week, without special permission.
(e) Site Host agrees to allow Greenlots to measure, monitor and
analyze Site Host's energy consumption and utility bills for the Property to determine
suitability for installation of the Charging Stations and other Equipment and Lines and
related energy management services, and agrees to provide access to Greenlots to any
meters or other devices installed on or about the Premise for such purpose. This is a
one-time measurement and analysis of the electric bill to determine suitability of
installing the Charging Stations and other Equipment and Lines, and optional energy
storage system.
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(f) Greenlots may decide to install and provide energy storage or other
systems for the purposes of energy management services at the Premises in its
discretion, including for any of the following purposes: reducing demand charge;
generating utility bill savings, or increasing solar self-consumption for the Charging
Stations, and if suitable, the Premises. The terms of providing this additional service will
be subject to Greenlots and Site Host entering a mutually-agreeable separate
agreement "Energy _Management Service Agreement". This Agreement is independent
of the Energy Management Service Agreement and any change in either agreement
shall not affect the other.
(g) Greenlots shall have the right to perform, with its own employees or
by other contractors, all work related to this Agreement, and Greenlots shall coordinate
its activity with Site Host.
5. Fees: Costs.
(a) Greenlots shall not be charged any rent or license fee pursuant to
this Agreement.
(b) Site Host shall bear the cost of all utility charges for electricity
consumed by the Charging Stations.
(c) Site Host may determine in its discretion how much, if at all, to
charge its own user group (e.g., residents in the case of multi-family housing, or
employees in the case of a workplace) for the use of the Charging Stations.
(d) Site Host must impose a usage fee for public use of the Charging
Stations, which usage fee must be mutually agreed by Greenlots and Site Host.
(e) The other terms of the agreement between Site Host and Greenlots
with respect to user group or public usage fees are set forth on Exhibit C.
(f) Site Host agrees that any credits, benefits, rebates, refunds, or
similar governmental incentives resulting from the installation and operation of the
Charging Stations belong to Electrify America, and Site Host further agrees to
cooperate with a request to pursue the same, provided that Site Host shall not be
required to bear any out-of-pocket costs in providing such cooperation.
6. Warranty & Maintenance Services. Greenlots shall provide the warranty
and maintenance services described on Exhibit D, but only for so long and to the extent
that Electrify America continues to pay Greenlots for such services in accordance with
its agreement with Greenlots. If Greenlots ceases to provide such warranty or
maintenance services, Greenlots shall provide Site Host with at least 30 days' prior
written notice of such cessation and shall facilitate communications between Site Host
and Electrify America so that Site Host may seek to obtain such warranty and
maintenance services directly from Electrify America or its designee.
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7. Network Services. Greenlots shall provide the network services described
on Exhibit E, but only for so long and to the extent that Electrify America continues to
pay Greenlots for such services in accordance with its agreement with Greenlots.
8. Pre-Term Access. From and after the Effective Date, Site Host shall, upon
prior coordination between the parties regarding date and time, which shall be initiated
by Greenlots, permit Greenlots and its employees, contractors and other authorized
personnel access to the Premises in advance of the Term for the purpose of conducting
tests and inspections to confirm appropriate conditions exist for Greenlots' intended use
of the Premises, provided that Greenlots shall repair any damage caused to the
Premises, if any by any tests or inspections. If, upon completion of such inspections or
tests, Greenlots determines that the Premises or any portion thereof is not suitable for
the purposes contemplated by this Agreement, notwithstanding anything to the contrary
stated in this Agreement, Greenlots shall have the option, at its election, to not proceed
with the services on the Premises or the applicable portion thereof. Exercise by
Greenlots of such option with respect to the Premises shall not affect the validity of any
agreement between Site Host and Greenlots with respect to any other properties.
9. Construction. Construction and installation of the Charging Stations and
supporting Equipment and Lines shall commence and shall be completed no later than
January 31, 2019 (the "Construction Term"). During the Construction Term or during
any other period of construction agreed to by Site Host, Site Host shall provide a
staging area no smaller than 325 square feet in area and reasonably near the Premises
for Greenlots and its contractors to store material, equipment and tools on the Property
(the "Staging Area"). Greenlots shall be responsible for providing the container or "job
box" to be used for storage in the Staging Area. All material, equipment and tools in the
Staging Area shall be stored in the "job box" and shall not be visible by the public when
not in use. Site Host shall also allow Greenlots to erect temporary barriers as
necessary to ensure the safety of tenants, visitors, and other personnel who shall be on
the Premises or in the Staging Area and other reasonably related construction activities
during the Construction Term. All construction shall be completed lien-free and in
compliance with all applicable laws and ordinances. Site Host shall approve all final
plans and specifications prior to construction, and reserves the right to direct or halt
construction as reasonably necessary to protect Site Host's operations and comply with
other obligations.
10. Hazardous Materials. Site Host represents and warrants to Greenlots that
to Site Host's knowledge, there is and has been no unlawful existence or release of any
flammable explosives, radioactive materials, asbestos, organic compounds known as
polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity,
pollutants, contaminants, hazardous wastes, toxic substances or related materials,
including, without limitation, any substances defined as or included in the definition of
"hazardous substance," "hazardous wastes," "hazardous materials," or "toxic
substances" (collectively, "Hazardous Materials") under any federal, state or local laws,
ordinances or regulations, now or hereafter in effect, relating to environmental
conditions, industrial hygiene or Hazardous Materials on, under or about the Premises
and improvements thereon, or any state and local laws and ordinances and the regula-
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tions now or hereafter adopted, published and or promulgated with respect to
Hazardous Materials. Any Hazardous Material that exists or is released on the
Premises, and the remediation thereof shall be the sole responsibility of Site Host.
11. Ownership.
(a) The Charging Stations and other Equipment and Lines shall
constitute the personal property of Greenlots until the Charging Stations are put into
service, upon which the Charging Stations and other Equipment and Lines shall
become the personal property of Site Host, subject to forfeiture pursuant to Section 18.
(b) By way of clarification and notwithstanding any other provision of
this Agreement, Site Host will not acquire any ownership interest or intellectual property
right in the software or network used by the Charging Stations, or any data generated in
connection therewith, ownership of which, as between Greenlots and Site Host, shall
remain vested exclusively in Greenlots.
12. Signage; Marketing. Site Host shall allow Greenlots to install mutually
agreeable signage for the Charging Stations at the Premises. Notwithstanding Section
17, Site Host and Greenlots may promote the location of the Charging Station site for
educational and marketing purposes. Nothing in this Agreement grants either Party any
rights to use the name of the other Party, or any variation thereof, in any advertising,
publicity or promotion, without the other Party's prior written consent. Each Party shall
notify the other Party prior to making any public commentary, including any original or
subsequent press release, website posting, or other social media channels. At no time
should details of this Agreement be discussed with any third parties in explicit or implicit
terms, other than each Party's employees, directors, officers, agents and professional
advisors. In the event a promotional campaign is launched by Greenlots in the
geographical market where the Premises is located, Site Host agrees to participate in
the program as managed by Greenlots or its designee. Site Host shall host, participate
in, and otherwise assist in the conducting of EV educational programs and awareness
activities as Greenlots reasonably may request.
13. Ownership of Data. Site Host agrees that (a) Electrify America shall own
all data regarding usage of the Charging Stations during the Term by Electrify America
customers, including, but not limited to, charging session information and user-related
information, and (b) Greenlots and Electrify America shall jointly own all data regarding
usage of the Charging Stations during the Term by users other than Electrify America
customers, including, but not limited to, charging session information and user-related
information. Greenlots shall provide such quarterly reports regarding aggregated data
generated by the Charging Stations as Site Host reasonably may request, provided,
however, that Greenlots shall not be required to provide to Site Host any personally
identifiable information or other information disclosure of which may be prohibited by
applicable law.
14. Taxes. Site Host shall be responsible for any taxes imposed on the
operating of the Charging Stations.
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15. Relocation of the Premises. If Site Host decides to redevelop the Property
and such redevelopment would impact the Premises and Greenlots' use of the
Premises, Site Host may, at Site Host's sole cost and expense, relocate the Premises to
another area on the Property, similar to the Premises in size and accessibility by the
public and such area shall replace the existing Premises under this Agreement. Site
Host may not relocate the Premises to an area outside of the Property without the prior
written consent of Greenlots and Electrify America.
16. Condemnation. If at any time any portion of the Premises shall be
condemned or taken by any governmental authority, Greenlots shall have the right to
claim and recover from the condemning authority, but not from the Site Host, such
compensation for the damages to Greenlots' right of access and right of way and the
use of the appliances and equipment in connection with this Agreement, which shall be
payable to Greenlots.
17. Confidentiality-
(a) Each Party may have a proprietary interest or other need for
confidentiality in information that may be furnished to the other pursuant to this
Agreement performed hereunder ("Confidential Information"). The Party disclosing such
information shall be referred to in this Section as the "Disclosing Party," and the Party
receiving such information shall be referred to as the "Receiving Party."
(b) To the extent practicable, each applicable page of any document
containing Confidential Information should be marked "Confidential." The Receiving
Party shall hold in confidence and, without the consent of the Disclosing Party, shall not
use, reproduce, distribute, transmit, or disclose, directly or indirectly, the Confidential
Information of the Disclosing Party except as permitted herein. The Receiving Party
may only disclose the Confidential Information to its officers, directors, managers,
employees, professional advisors and independent contractors and consultants with a
direct need to know the information for the implementation or exercise of rights and/or
performance of obligations under or arising from this Agreement, provided that such
persons/entities are bound by written confidentiality agreements with terms and
conditions that are no less restrictive than those contained in this Section. Without
limiting the foregoing, the Receiving Party agrees that it will exercise at least the same
standard of care in protecting the confidentiality of the Disclosing Party's Confidential
Information as it does with its own Confidential Information of a similar nature, but in any
event, no less than reasonable care.
(c) Confidential Information for purposes of this Agreement shall not
include information if and only to the extent that the Receiving Party establishes that the
information: (i) is or becomes a part of the public domain through no act or omission of
the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to the
disclosure and had not been obtained by the Receiving Party either directly or indirectly
from the Disclosing Party; or (iii) is lawfully disclosed to the Receiving Party by a third
party without restriction on disclosure. Confidential Information may also be disclosed
by the Receiving Party pursuant to a requirement of a governmental agency, the
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California Public Records Act, court, regulatory body or by operation of law, provided
that the Receiving Party shall disclose only that part of the Confidential Information that
it is required to disclose and shall notify the Disclosing Party prior to such disclosure in a
timely fashion to the extent such notification is permitted under applicable law in order to
permit the Disclosing Party to lawfully attempt to prevent or restrict such disclosure
should it so elect, and shall take all other reasonable and lawful measures to ensure the
continued confidential treatment of the same by the entity to which the Confidential
Information is disclosed.
(d) Any provision herein to the contrary notwithstanding, Greenlots
may disclose Confidential Information, as necessary and appropriate, (1) to applicable
public utilities commission and similar regulatory authorities of the state in which the
Premises are located (including their respective staffs) provided that such disclosure is
made under a protective order entered in the docket or proceeding with respect to which
the disclosure will be made or any general protective order entered by the Commission,
and (2) to the extent required by the federal Securities and Exchange Commission
reporting and disclosure laws for publicly traded entities, as applicable.
(e) This Agreement and its terms shall be treated as Confidential
Information, subject o California Public Records Act requirements
(f) This Agreement shall terminate without any liability of Site Host to
Greenlots upon the earlier of: (i) Greenlots' filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a
third party against Greenlots; (ii) Site Host's non-appropriation of funds sufficient to
meet its obligations hereunder during any fiscal year of this Agreement, or insufficient
funding for the Project; or (iii) expiration of this Agreement.
18. Termination.
(a) Greenlots may terminate this Agreement at any time following the
termination of Greenlots' agreement with Electrify America, upon at least ten (10) days'
written notice to Site Host.
(b) Either Party has the right to terminate this Agreement if the other
Party fails to observe or perform any covenant to be observed and performed under this
Agreement and any such default shall continue for thirty (30) days after the terminating
Party provides written notice of the failure to the breaching Party. In the event of a
termination by Greenlots under this Section 18(b), and in addition to any other remedies
to which Greenlots may be entitled, Greenlots and/or Electrify America may at once re-
enter the Premises and thereupon take possession of the Charging Stations and other
Equipment and Lines and remove such Charging Stations and other Equipment and
Lines from the Premises, whereupon ownership of such Charging Stations and other
Equipment and Lines will vest in Greenlots and/or Electrify America, as applicable.
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(c) Greenlots shall have the right to terminate this Agreement prior to
the end of the Term if so ordered by any governmental regulatory authority or court
upon at least ten (10) days' written notice to Site Host.
(d) Site Host shall have the right to terminate this Agreement for
convenience effective as of any date that is on or after the third anniversary of the
Commencement Date by providing written notice thereof to Greenlots at least 60 days
prior to the effective date of such termination. In the event of a termination by Site Host
under this Section 18(d), the following shall apply:
(i) Greenlots and/or Electrify America may at once re-enter the
Premises and thereupon take possession of the Charging Stations and
other Equipment and Lines and remove such Charging Stations and other
Equipment and Lines from the Premises, whereupon ownership of such
Charging Stations and other Equipment and Lines will vest in Greenlots
and/or Electrify America, as applicable;
(ii) Site Host shall pay to Electrify America at least 30 days prior
to the effective date of termination an early termination fee equal to the
depreciated value of the Charging Stations, Equipment and Lines on the
effective date of such termination, calculated at a $5,000 value per
charging port, depreciated on a 10-year straight line depreciation schedule
from the Commencement Date; and
(iii) Site Host shall pay Greenlots at least 30 days prior to the
effective date of termination an early termination fee equal to the net
present value of the software revenue Greenlots would have received
during the remainder of the Term until its natural expiration, applying a 5%
discount rate. Greenlots software revenue is $360 per charging port per
year.
By way of clarification, if Site Host sells the Property and the acquirer of
the Property assumes in writing the Site Host's obligations under this Agreement, such
sale of the Property shall not be deemed a termination for convenience under this
Section 18(d).
(e) In the event of the termination of this Agreement, a Party shall not
have any obligation to another Party pursuant to this Agreement except (1) that each
Party's obligations under the provisions of Section 1(c) (indemnification subsection),
Section 17 (Confidentiality), Section 18 (Termination), Section 20 (Indemnity), and
Sections 21 through 34, inclusive, of this Agreement, shall survive the termination of this
Agreement without limitation in accordance with their terms, (2) for the obligation to pay
any amount owed to another Party in respect of an obligation arising prior to such
termination, and (3) for any liability for a breach of any provision of this Agreement
occurring prior to the termination of this Agreement.
19. Insurance-
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(a) Throughout the life of this Agreement, GREENLOTS shall pay for
and maintain in full force and effect all insurance as required herein with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner to do
business in the State of California and rated no less than "A-VII" in the Best's Insurance
Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her
designee at any time and in his/her sole discretion. The required policies of insurance
as stated herein shall maintain limits of liability of not less than those amounts stated
therein. However, the insurance limits available to CITY, its officers, officials,
employees, agents and volunteers as additional insureds, shall be the greater of the
minimum limits specified therein or the full limit of any insurance proceeds to the named
insured.
(b) If at any time during the life of the Agreement or any extension,
GREENLOTS or any of its subcontractors fail to maintain any required insurance in full
force and effect, all services and work under this Agreement shall be discontinued
immediately, and all payments due or that become due to GREENLOTS shall be
withheld until notice is received by CITY that the required insurance has been restored
to full force and effect and that the premiums therefore have been paid for a period
satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient
cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this
section shall in any way relieve GREENLOTS of its responsibilities under this
Agreement. The phrase "fail to maintain any required insurance" shall include, without
limitation, notification received by CITY that an insurer has commenced proceedings, or
has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by GREENLOTS shall not be
deemed to release or diminish the liability of GREENLOTS, including, without limitation,
liability under the indemnity provisions of this Agreement. The duty to indemnify CITY
shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by GREENLOTS. Approval or purchase of any insurance
contracts or policies shall in no way relieve from liability nor limit the liability of
GREENLOTS, vendors, suppliers, invitees, subcontractors, consultants or anyone
employed directly or indirectly by any of them.
(d) Coverage shall be at least as broad as:
(i) The most current version of Insurance Services Office (ISO)
Commercial General Liability Coverage Form CG 00 01, providing liability
coverage arising out of your business operations. The Commercial
General Liability policy shall be written on an occurrence form and shall
provide coverage for "bodily injury," "property damage" and "personal and
advertising injury" with coverage for premises and operations (including
the use of owned and non-owned equipment), products and completed
operations, and contractual liability (including, without limitation, indemnity
obligations under the Agreement) with limits of liability not less than those
set forth under"Minimum Limits of Insurance."
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(ii) The most current version of ISO *Commercial Auto
Coverage Form CA 00 01, providing liability coverage arising out of the
ownership, maintenance or use of automobiles in the course of your
business operations. The Automobile Policy shall be written on an
occurrence form and shall provide coverage for all owned, hired, and non-
owned automobiles or other licensed vehicles (Code 1- Any Auto). If
personal automobile coverage is used, the CITY, its officers, officials,
employees, agents and volunteers are to be listed as additional insureds.
(iii) Workers' Compensation insurance as required by the State
of California and Employer's Liability Insurance.
(e) Minimum limits of insurance shall be as set forth in Exhibit F.
20. Indemnity. To the furthest extent allowed by law, Greenlots shall
indemnify, hold harmless and defend Site Host and each of its officers, officials,
employees, agents and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but
not limited to personal injury, death at any time and property damage) incurred by Site
Host, Greenlots or any other person, and from any and all claims, demands and actions
in law or equity (including attorney's fees and litigation expenses), arising or alleged to
have arisen directly or indirectly out of performance of this Agreement. Greenlots'
obligations under the preceding sentence shall apply regardless of whether Site Host or
any of its officers, officials, employees, agents or volunteers are passively negligent, but
shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages
caused by the active or sole negligence, or the willful misconduct, of Site Host or any of
its officers, officials, employees, agents or volunteers.
If Greenlots should subcontract all or any portion of the work to be performed under this
Contract, Greenlots shall require each subcontractor to indemnify, hold harmless and
defend Site Host and each of its officers, officials, employees, agents and volunteers in
accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
21. No Other Warranties. EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, NO
PARTY NOR ANY PERSON ON A PARTY'S BEHALF HAS MADE OR MAKES ANY
EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER,
EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-
INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE
OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE
EXPRESSLY DISCLAIMED.
22. Notices. Any notice, request, demand or other communication required or
permitted under this Agreement (each a "notice" for purposes of this Section) shall be in
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writing and shall be deemed to have been duly given and delivered to and received by a
person (i) on the day such notice is personally delivered to such person, (ii) on the first
business day after the day on which the notice is deposited with a nationally recognized
overnight courier service, (iii) on the third business day after the day on which the notice
is deposited in the United States mails, registered or certified mail, first class postage
prepaid, return receipt requested, or (iv) on the first business day after the day on which
the notice is sent by email, provided that in the case of clauses (ii), (iii) and (iv), the
notice is addressed to such person as follows:
In the case of Site Host:
City of Fresno, Airports Department
4995 E. Clinton Way
Fresno, CA 93727
Attention: Mark W. Davis, Planning Manager
Email: Mark.Davis(a fresno.gov
In the case of Greenlots:
Greenlots
925 N. La Brea Ave.
Los Angeles, CA 90038
Attention: General Counsel
Email: charg ingstations(&-g reen lots.com
Any Party may alter the address to which notices are to be sent to such
Party by giving notice of such change of address to the other Party in conformity with
the provisions of this Section for the giving of notice.
23. Parties. This Agreement shall inure to the benefit of and be binding
upon Site Host, Greenlots, and their respective heirs, legal representatives, permitted
successors, successors in trust and permitted assigns.
24. Amendments and Waivers. This Agreement may be amended only by
written agreement signed by all Parties. No act or omission or failure of a Party to insist
upon the strict performance of the terms and conditions of this Agreement shall be
deemed or construed as a waiver or relinquishment by such Party of its right at any time
to insist upon the full and complete performance by any other Party of each and all of
the terms and conditions hereof.
25. Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by a Party (whether by operation of law or
otherwise) without the prior written consent of the other Party. ; provided, however, that
(1) a Party may assign without the prior written approval of the other Party all or any
portion of the assigning Party's rights under this Agreement to any subsidiary or affiliate
of the assigning Party, but such assignment shall not relieve the assigning Party of its
obligations hereunder, (2) a Party may assign this Agreement without the prior written
12
V4 2018-03-13
approval of the other Party to a person or entity into which the assigning Party has
merged or which has otherwise succeeded to all or substantially all of the assigning
Party's business and assets, and which has assumed in writing or by operation of law
the assigning Party's obligations under this Agreement, and (3) Greenlots may assign
this Agreement without the prior written approval of Site Host to Electrify America or any
subsidiary, affiliate thereof or any successor thereto. Subject to the preceding sentence,
this Agreement shall be binding upon, inure to the benefit of and be enforceable by the
Parties and their respective successors and permitted assigns.
26. No Joint Venture. This Agreement shall not be construed as constituting
either Party as partner, joint venture or fiduciary of the other Party or to create any other
form of legal association that would impose liability upon one Party for the act or failure
to act of the other Party, or as providing either Party with the right, power or authority
(express or implied) to create any duty or obligation of the other Party.
27. Attorneys'Fees and Costs. If there is a dispute between the Parties and
either Party institutes a lawsuit, , mediation, or other proceeding to enforce, declare, or
interpret the terms of this Agreement, the prevailing Party shall be awarded its
reasonable attorneys' fees and costs.
28. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
29. Severability of Provisions. If any provision of this Agreement, or the
application thereof, becomes or is declared by a court of competent jurisdiction to be
illegal, invalid, void or unenforceable, the remainder of this Agreement shall continue in
full force and effect and the application of such provision to other persons or
circumstances shall be interpreted so as reasonably to effect the intent of the parties
hereto. The Parties further agree to negotiate in good faith to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision that
shall achieve, to the extent possible, the economic, business and other purposes of
such void or unenforceable provision.
30. Governing Law and Venue. This Agreement is made under and shall be
governed by the laws of the State of California. In the event of any controversy or claim
arising out of or relating to this Agreement, the Parties shall first attempt to settle the
dispute by mediation. If settlement is not reached within sixty days after service of a
written demand for mediation. The place of mediation shall be Fresno, California. The
venue for legal actions resulting from this Agreement shall be any court of competent
jurisdiction in Fresno County, California.
31. Interpretation. The Parties agree that they have been represented by
counsel during the negotiation, preparation and execution of this Agreement and,
therefore, waive the application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document shall be construed
against the Party drafting such agreement or document. Paragraph headings used
13
V4 2018-03-13
herein are for convenience only, and does not limit the scope or meaning of the
provisions hereof or otherwise affect the construction thereof.
32. Entire Agreement. This Agreement constitutes the entire agreement of the
Parties with respect to the subject matter hereof and supersedes all oral and written
agreements and understandings made and entered into by the Parties hereto prior to
the date hereof with respect to such subject matter.
33. Counterparts. This Agreement may be executed in one or more
counterparts, each of which constitutes an original, and all of which, collectively,
constitute only one agreement. The signatures of all of the Parties need not appear on
the same counterpart. Any signature page delivered by facsimile, .pdf or other electronic
transmission with regard to this Agreement or any amendment thereto shall be binding
to the same extent as an originally executed signature page.
34. Further Assurances. Each Party shall execute and cause to be delivered
to the other Party such instruments and other documents, and shall take such other
actions, as the other Party may reasonably request for the purpose of carrying out or
evidencing any of the transactions contemplated by this Agreement.
[Signature Page Follows]
14
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IN WITNESS WHEREOF the undersigned have executed this instrument as of the
day and year first above mentioned.
CITY OF FRESNO, Zeco Systems, INC,
A California municipal corporation A Dela arporation
By: ,� �, By.
K vin Meikle,
Director of Aviation Name: Lin-Zhuang Khoo
APPROVED AS TO FORM: Title:Senior Vice-President
DOUGLAS T. SLOAN (If corporation or LLC., Board Chair,
City ttorney Pres. i�Pre3 )E _
manda Freeman Date
Senior Deputy City Attorney,•,'-s,9-tV Name: M4&z, CC-Z- t-
ATTEST: OF P Me: CP-0
YVONNE SPENCE, MMC (If corporation or LLC., CFO,
City Clerk x ° Treasurer, Secretary or Assistant
Secretary)
Deputy EVIEWED BY:
---
Addresses:
CITY: CONSULTANT:
City of Fresno Zeco Systems, Inc.
Attention: Luis Garcia Attention: Lin-Zhuang Koo
Capital Development Specialist Senior Vice-President
4995 E. Clinton Way 111 Broadway, 3'd Floor
Fresno, CA 93727 Oakland, CA 94607
Phone: (559) 621-4533 Phone: (415) 539-3881
FAX: (559) 251-4825 FAX: (424) 372-1160
Attachments:
1. Exhibit A- Project and Premises
2. Exhibit A1- Site Drawing
3. Exhibit B — General Guidelines and ADA Parking Space Requirements
4. Exhibit C — Usage Fee
5. Exhibit D — Warranty & Maintenance Services
6. Exhibit E— Network Services
7. Exhibit F— Minimum Limits of Insurance
15
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EXHIBIT A
Pro'ect and Premises
Site Location:
Fresno Yosemite International Airport Proposed Employee Parking Lot
5239 E. McKinley Avenue, Fresno, California 93727
Project Overview:
Install four (4) dual port stations = 8 total ports. Fresno Airport will supply 480V
power to the island closest to the 8 ports we are adding. Customer providing the
connection for new transformer and overcurrent protection. Supply and
installation of new 300KVA transformer. Supply and installation of an 400A
electrical panel. Lot will be dirt, price provided as if not having to go through
concrete or asphalt for trenching. Approximate dirt trenching of +100'. VVD does
not have to do ADA compliance, Fresno Airport will be doing that themselves.
Supply and installation of (2) EV charging station protection. Additional bollard
protection for new electrical equipment protection. Stenciling of "EV CHARGING
ONLY" for (8) parking spaces. Supply and installation of (8) sign post and EV
signage. Concrete work for EV structural pad, bollard protection, new electrical
equipment, and sign post.
Exhibit"A"
Page 1 of 1
V4 2018-03-13
EXHIBIT A-1
Site Drawing
IN
r_w.NEW —
0 PAWING
o - - -
MR
MAIN ELECTRIC _-
SUPPLY
ARIAL VIEW OF PROPOSED EQUIPMENT PLACEMENT
LEGEND
O PROPOSED DUAL PORT LEVEL 2 PROPOSED CONDUIT 1:1
ELECTRIC ROOM
O PROPOSED EV SPACES 0 FUTURE STUB UP DUAL PORT LEVEL 2
Exhibit"A-1"
Page 1 of 1
V4 2018-03-13
EXHIBIT B
General Guidelines and ADA Parking Space Requirements
Guidelines and requirements shall apply to the Greenlots' contracted installer for the
work performed on the Charging Stations.
1.0 Pre-Construction
1.01 Barricades, Signs, and Traffic Control
Description. Provide, install, move, replace, maintain, clean, and remove upon
completion of work all barricades, signs, cones, lights, and other traffic control signs and
devices used for traffic handling as required for project construction.
2.0 Demolition Work
2.01 Removing Concrete (Curb Pedestal Installation)
Description. Break, remove, and salvage or dispose of existing concrete.
Construction. Remove existing concrete from locations shown on the pians or as
needed. Avoid damaging concrete that will remain in place. Saw-cut and remove the
existing concrete to neat lines. Replace any concrete damaged by the Contractor at no
expense to Electrify America.
Unless otherwise shown on the plans, properly dispose of broken concrete in
accordance with federal, state, and local regulations.
Measurement. Removing concrete pavement will be measured by the square yard up
to 6" thick in its original position.
Removing curb, curb and gutter, and concrete traffic barrier will be measured by the foot
up to 6" high and 18" wide in its original position.
2.02 Removing Asphalt Pavement (Parking Surface Pedestal Installation)
Description. Break, remove, and dispose of existing asphalt pavement or stabilized
base materials.
Construction. Break material into pieces not larger than 24 in. Remove existing asphalt
pavement prior to disturbing stabilized base. Avoid contamination of the asphalt
materials and damage to adjacent areas. Repair material damaged by operations
outside the designated locations. Dispose of materials not designated as salvageable in
accordance with federal, state, and local regulations.
Measurement. This Item will be measured by the square yard of existing stabilized
base and asphalt pavement up to 5" thick in its original position.
2.03 Excavation and Conduit Trenching
Description. Excavate, remove, or dispose of materials for trenching. Construct, shape,
and rough-in earthwork as necessary.
Exhibit`B"
Pagel of 3
V4 2018-03-13
Construction. Accept ownership of unsuitable or excess material and dispose of
material in accordance with local, state, and federal regulations.
Maintain drainage in the excavated area to avoid damage to existing section. Correct
any damage to the subgrade caused by weather, at no additional cost to the Electrify
America. Shape slopes to avoid loosening material below or outside the existing grades.
Backfill as required for conduit protection.
Measurement. This Item will be measured by the linear foot up to 36" deep and 18"
wide in its original position.
3.0 New Site Improvements
3.01 Striping and Painted Symbols (When Applicable)
Description. Parking spaces are to be restriped and marked on the parking lot surface
according to layout shown on the project design drawings and in accordance with local,
state, and federal regulations.
Construction. Striping shall be 4 inches wide one consistent color to match existing.
Measurement. Parking stripes are to be measure 18' long and 4" wide unless otherwise
required by local jurisdictions, property management, or indicated on the drawings.
3.02 Parking Barriers (Wheel Stops)
Description. Prefabricated concrete parking barriers, where used, shall be a minimum
of 6 inches wide, 6 inches high, and 6 feet long. When a concrete curb is used as a
barrier for perpendicular or angle parking, it should be offset at least three (3) feet from
the edge of the parking lot to allow for the front overhang of the vehicle.
Construction. Prefab barriers must be firmly and permanently anchored a minimum of
12" below the pavement with galvanized anchor pins.
3.03 Traffic and Parking Signage (When Applicable)
Description. Parking, handicap, and other signage must conform to the U.S.
Department of Transportation Manual on Uniform Traffic Control Devices Standard and
the Americans with Disabilities Act standards.
All signs must have a ratio that is neither greater than 3.20 nor less than 1.75 (ratio:
divide the length by the height). Handicap (ADA) and other parking signs will be 12"
wide by 18" high.
Materials. Sign materials depend upon the following criteria:
DOT standards include 0.080 gauge aluminum signs covered with Approved
Engineer Grade (SEG) reflective sheeting for street and parking signs.
ADA standards include a 6" pictogram with verbal description, 1/32" raised letters
and numerals, 5/8" minimum letter height, raised grade 2 Braille, and 70 percent
contrast between background and text for all handicap signage.
All other signs can be made from metal or Dura-ply.
Exhibit`B"
Page 2 of 3
V4 2018-03-13
Construction. Poles shall be manufactured or constructed of 2" O.D. round galvanized
pipe. Poles for Handicap markings should be 6' above the pavement. All poles must be
set in concrete footings extending a minimum of 2'-6" below the surface. Signs should
be mounted as close to the top of the post as possible.
3.04 Concrete Base (Pedestal Installation)
Description. Construction of 12 inches wide, 18 inches high below grade concrete base
for pedestals to bolted.
Materials. Use Class A concrete or material specified in the plans. Concrete shall be
fresh, first-purpose, production mix architectural grade concrete. No returned,
reconstituted, or waste concrete shall be allowed.
Construction. Provide finished work with a well-compacted mass and a surface free
from voids in the required shape, line, and grade. Top of the base is to be flush with
adjacent finished surface. Paint top of base to match adjacent surface.
Exhibit`B"
Page 3 of 3
V4 2018-03-13
EXHIBIT C
Usage Fed
C1. Usage fees are optional for employee or resident use of charging stations,
and are determined by the Site Host.
C2. If charging is open to public access, then users who are not employees or
residents of the property must be charged a usage fee ("Public Charging Fee")
for accessing and using the charging station.
C3. The Public Charging Fee is to be mutually agreed between Site Host and
Greenlots and must at least cover the cost of electricity and is comparable to
usage fees of nearby public charging infrastructure. 50% of the Public Charging
Fee will be retained and paid to Greenlots and Electrify America.
C4. In addition, Site Host shall pay Greenlots a transaction fee of 10% with a
minimum of$0.50 per transaction for all charging transactions with a usage fee.
Payment of which will be set off against usage fees collected by Greenlots, or in
case of insufficient usage fees, billed separately.
Exhibit"C"
Page 1 of 1
V4 2018-03-13
EXHIBIT D
Warranty & Maintenance Services
1. Site Construction. Greenlots shall provide a one year warranty for its site
construction work, excluding installed charging equipment as set forth below.
Construction work includes but is not limited to, any site work, excavation,
concrete, asphalt pavement, electrical work, installation of signage, landscaping,
and any other items in the design and build scope under this Agreement.
A. Repair or Replacement. Greenlots shall repair or replace its work, together
with any adjacent work which is displaced or damaged by so doing, that
proves defective in workmanship, material, or operation within (1) year of
owner acceptance. Ordinary wear and tear due to charging station usage
and incidental damage is excepted.
2. Equipment and Services Warranty. Greenlots shall provide the equipment and
service warranty authorized by Electrify America in accordance with Section 6 of
this Agreement. This warranty does not apply to defects resulting from alteration
or modification to equipment outside scope of work, vandalism or abuse,
relocation of equipment not previously authorized, unauthorized software or
firmware, and events due to force majeure.
3. Repair and Maintenance. Maintenance categories include routine maintenance
(e.g., preventative), corrective maintenance (e.g., identify, isolate and correct),
and event-driven maintenance (e.g., vandalism, theft, damage). Greenlots will
also provide technical support by means of a toll-free number and also by
website. The maintenance phase will begin once the charging unit is
commissioned on site and put into operation. Routine maintenance will be
performed according to equipment manufacturer instructions. Corrective
maintenance will be performed on an as-needed basis by Greenlots. Event-
driven maintenance will occur as necessary and will be initiated by the Site Host.
Greenlots reimbursement for event-driven maintenance will be the responsibility
of the Site Host.
Exhibit"D"
Page 1 of 1
V4 2018-03-13
EXHIBIT E
Network Services
The Network Services consists of an integrated Internet-based platform (SKY) that has
bi-directional communication with Networked Charging Stations. The platform is made
up of:
1. A backend database
2. A front-end user interface for the Site Host
3. A front-end user interface for the user
4. A mobile phone application for the user that is supported on Android and iOS
operating systems. Support for additional operating systems may be added later at
Greenlots' sole discretion
5. A payment collection and settlement system
6. A data collection and reporting system
7. A call center for user technical and payment support
Together, the platform performs the following functions:
1. Provides a directory of charging stations belonging to the Site Host, including all
pertinent information such as address, serial number, manufacturer, model, charging
type and price for users, if applicable
2. Reports the status of charging stations whether they are in-use, faulted, available or
temporarily unknown
3. Enables the Site Host to set a price for users to use these charging stations
4. Provides a payment method for users to pay for use of these charging stations
5. Provides a payment processor which complies with Payment Card Industry ("PCI")
Data Security Standard DSS") of Visa and MasterCard.
6. Collects usage and charging data from these charging stations and provides them to
the user in either CSV or graphical format
7. Provides first level technical support to users and routes them to the charging station
manufacturer for escalation
8. Provides downloadable usage reports on a daily, weekly, monthly or annual basis
consisting of individual charge session data (user ID, station ID, start time, end time,
total duration, total kWh and total revenue)
9. Provides a monthly statement report detailing total revenue collected from usage
fees and total Greenlots transaction fees, if applicable
SERVICES AND SERVICE LEVELS
Greenlots shall provide services and support according to the following terms:
1. Phone support for payment and technical issues shall be provided to Customers 24
hours a day, 365 days a year
Exhibit"E"
Page 1 of 2
V4 2018-03-13
2. Greenlots shall ensure that scheduled system downtime occurs only between the
hours of 9PM to 5AM Pacific Standard Time to avoid disruption to the Site Host and
users.
3. Greenlots shall ensure that unscheduled downtime be responded to immediately
and every reasonable effort be made to restore service
4. The Site Host acknowledges that some downtime may be attributed to charging
station hardware and/or cellular data networks. While Greenlots will promptly report
and log the problem to the associated party; the duration of downtime in this
instance is out of Greenlots' control
Exhibit"E"
Page 2 of 2
EXHIBIT F
MINIMUM LIMITS OF INSURANCE
GREENLOTS shall procure and maintain for the duration of the contract, and for 5 years thereafter,
t insurance with limits of liability not less than those set forth below. However, insurance limits available
to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the
greater of the minimum limits specified herein or the full limit of any insurance proceeds available to
the named insured:
1. COMMERCIAL GENERAL LIABILITY
(i) $2,000,000 per occurrence for bodily injury and property damage;
(ii) $2,000,000 per occurrence for personal and advertising injury;
(iii) $4,000,000 aggregate for products and completed operations; and,
(iv) $4,000,000 general aggregate applying separately to the work performed under
the Agreement.
'F 2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation Insurance as required by the State of California with
statutory limits and EMPLOYER'S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
4. BUILDERS RISK (Course of Construction) insurance in an amount equal to the completed
value of the project with no coinsurance penalty provisions. (Only required if the
project includes new construction of a building, or renovation of, or addition to, an
existing building.)
5. CONTRACTOR'S POLLUTION LEGAL LIABILITY with coverage for bodily injury,
property damage or pollution clean-up costs that could result from of pollution condition,
both sudden and gradual. Including a discharge of pollutants brought to the work site, a
release of pre-existing pollutants at the site, or other pollution conditions with limits of
liability of not less than the following:
(i) $1,000,000 per occurrence or claim; and,
(ii) $2,000,000 general aggregate per annual policy period.
(a) In the event this Agreement involves the transportation of hazardous material,
either the Commercial Automobile policy or other appropriate insurance policy
shall be endorsed to include Transportation Pollution Liability insurance
covering materials to be transported by GREENLOTS pursuant to the
Agreement.
Exhibit"F"
Page 1 of 4
UMBRELLA OR EXCESS INSURANCE
In the event GREENLOTS purchases an Umbrella or Excess insurance policy(ies) to meet the
"Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less
coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance
policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its
officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
GREENLOTS shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and GREENLOTS shall also be responsible for payment of any self-
insured retentions. Any self-insured retentions must be declared on the Certificate of Insurance, and
approved by, the CITY'S Risk Manager or his/her designee. At the option of the CITY'S Risk
Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such self-insured retentions as respects CITY, its
officers, officials, employees, agents and volunteers; or
(ii) GREENLOTS shall provide a financial guarantee, satisfactory to CITY'S Risk Manager
or his/her designee, guaranteeing payment of losses and related investigations, claim
administration and defense expenses. At no time shall CITY be responsible for the
payment of any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty
(30) calendar days written notice has been given to CITY, except ten (10) days for
nonpayment of premium. GREENLOTS is also responsible for providing written notice
to the CITY under the same terms and conditions. Upon issuance by the insurer,
broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in
limits, GREENLOTS shall furnish CITY with a new certificate and applicable
endorsements for such policy(ies). In the event any policy is due to expire during the
work to be performed for CITY, GREENLOTS shall provide a new certificate, and
applicable endorsements, evidencing renewal of such policy not less than fifteen (15)
calendar days prior to the expiration date of the expiring policy.
(ii) The Commercial General, Pollution and Automobile Liability insurance policies shall be
written on an occurrence form.
(iii) The Commercial General, Pollution and Automobile Liability insurance policies shall be
endorsed to name City, its officers, officials, agents, employees and volunteers as an
additional insured. GREENLOTS shall establish additional insured status for the City
and for all ongoing and completed operations under both Commercial General and
Pollution Liability policies by use of ISO Forms or an executed manuscript insurance
company endorsement providing additional insured status. The Commercial General
endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or
both CG 20 10 & CG 20 37.
Exhibit 7"
Page 2 of 4
(iv) The Commercial General, Pollution and Automobile Liability insurance shall contain, or
be endorsed to contain, that the GREENLOTS' insurance shall be primary to and
require no contribution from the City. The Commercial General and Pollution Liability
policies are required to include primary and non-contributory coverage in favor of the
City for both the ongoing and completed operations coverage. These coverages shall
contain no special limitations on the scope of protection afforded to City, its officers,
officials, employees, agents and volunteers. If GREENLOTS maintains higher limits of
liability than the minimums shown above, City requires and shall be entitled to coverage
for the higher limits of liability maintained by GREENLOTS.
(v) Should any of these policies provide that the defense costs are paid within the Limits of
Liability, thereby reducing the available limits by defense costs, then the requirement for
the Limits of Liability of these polices will be twice the above stated limits.
(vi) For any claims related to this Agreement, GREENLOTS' insurance coverage shall be
primary insurance with respect to the CITY, its officers, officials, agents, employees and
volunteers. Any insurance or self-insurance maintained by the CITY, its officers,
officials, agents, employees and volunteers shall be excess of the GREENLOTS
insurance and shall not contribute with it.
(vii) The Workers' Compensation insurance policy shall contain, or be endorsed to contain, a
waiver of subrogation as to CITY, its officers, officials, agents, employees and
volunteers.
(viii) The Builder's Risk Insurance shall have the policy endorsed to provide the City of
Fresno to be named as a Loss Payee.
(ix) The Commercial General, Pollution and Automobile Liability insurance policies shall
contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers,
officials, agents, employees and volunteers.
PROVIDING OF DOCUMENTS - GREENLOTS shall furnish CITY with all certificate(s) and
applicable endorsements effecting coverage required herein All certificates and applicable
endorsements are to be received and approved by the CITY'S Risk Manager or his/her
designee prior to CITY'S execution of the Agreement and before work commences. All
non-ISO endorsements amending policy coverage shall be executed by a licensed and
authorized agent or broker. Upon request of CITY, GREENLOTS shall immediately furnish
CITY with a complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of the
original policy. This requirement shall survive expiration or termination of this Agreement. All
subcontractors working under the direction of GREENLOTS shall also be required to provide
all documents noted herein.
CLAIMS-MADE POLICIES - If any coverage required is written on a claims-made coverage
form:
(i) The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by GREENLOTS.
(ii) Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years after completion of the work or termination of the Agreement, whichever
first occurs.
Exhibit"I'"
Page 3 of 4
(iii) If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a retroactive date prior to the effective date of the Agreement, or work
commencement date, GREENLOTS must purchase "extended reporting" period
coverage f6r a minimum of five (5) years after completion of the work or termination of
the Agroerhent, whichever first occurs.
(iv) A copy of the claims reporting requirements must be submitted to CITY for review.
(v) These requirements shall survive expiration or termination of the Agreement.
SUBCONTRACTORS- If GREENLOTS subcontracts any or all of the services to be performed
under this Agreement, GREENLOTS shall require, at the discretion of the CITY Risk Manager
or designee, subcontractors (s) to enter into a separate Side Agreement with the City to
provide required indemnification and insurance protection. Any required Side Agreement(s)
and associated insurance documents for the subcontractors must be reviewed and
preapproved by CITY Risk Manager or designee. If no Side Agreement is required,
GREENLOTS will be solely responsible for ensuring that it's subcontractors maintain
insurance coverage at levels no less than those required by applicable law and is customary in
the relevant industry.
FYI-S 32.0/12-20-12
Exhibit"F"
Page 4 of 4