Volta Charging, LLC ~ LE190002 ~ Electric Vehicle Supply Equipment (EVSE) Charging Stations DocuSign Envelope ID:41597AOD-FBA7-4846-9E77-C7942E6F38E8 i P- �� O
CHARGING STATION LEASE AGREEMENT
THIS CHARGING STATION LEASE AGREEMENT ("Agreement"), is entered into as
of 2m Y 2019 (the "Effective Date") between VOLTA CHARGING, LLC, a Delaware
limited liability company,whose mailing address is 155 De Haro Street, San Francisco, CA 94103
("Volta") and the CITY OF TIGARD, an Oregon municipal corporation ("[Property Owner]"),
with a mailing address of 13125 SW Hall Blvd, Tigard, OR 97223 (each a "Party" and,
collectively,the "Parties").
Background
[Property Owner] desires to provide the public access to Electric Vehicle Supply
Equipment("EVSE")charging stations at certain locations controlled by [Property Owner] to
support the adoption of electric vehicles,to help reduce vehicle emissions and otherwise promote
a cleaner environment, and to attract individuals and economic activity to [Property Owner]'s
premises. [Property Owner] further desires that electricity available through those stations be
made available to recipients on the terms and conditions provided below to promote the
affordability of operating electric vehicles.
Volta is engaged in the business of designing,provisioning and operating EVSE charging
stations. Volta desires to provide and operate EVSE Charging Stations at a location controlled
by [Property Owner], and to make the electricity available through those EVSE Charging
Stations to individuals charging electric vehicles on the terms and conditions provided below.
At the location controlled owned by [Property Owner] known as the City of Tigard
Library, which is further identified on Schedule A(the"Property"), [Property Owner] is willing
to lease those parking spaces and adjacent areas designated in Schedule A ("EV Charging
Sites")to Volta to install,provision, maintain and operate the number and type of EVSE
Charging Stations for Electric Vehicles stated on Schedule A, on the terms and conditions
provided below.
Now,therefore, for good,valuable and sufficient consideration that [Property Owner] and
Volta each acknowledge receiving, [Property Owner] and Volta agree as follows:
1) Lease of EV Charging Sites. [Property Owner] grants Volta the right to occupy and use the
EV Charging Sites, subject to the terms and conditions of this Agreement. [Property Owner]
grants Volta the exclusive right to install,operate,use and maintain devices at the EV Charging
Sites that supply electricity to charge Electric Vehicles ("EVSE Charging Stations") and
related equipment and appurtenances to support the installation, operation, use and
maintenance of EVSE Charging Stations ("Related Equipment"), and otherwise use the EV
Charging Sites, operate the EVSE Charging Stations, and provide for the use of the EV
Charging Sites and EVSE Charging Stations as provided in this Agreement
2) Volta's Rights and Obligations.
a) Payments to [Property Owner]. Volta will make payments to [Property Owner] as stated
in Schedule B.
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b) Site Review. Volta will complete its review of the EV Charging Sites and submit
engineering drawings to [Property Owner] promptly after the Effective Date for [Property
Owner]'s reasonable approval. [Property Owner] will endeavor to approve or reject
drawings and any related plans within fourteen(14) days. If rejected, Volta will make any
reasonable changes requested by [Property Owner] and then submit the updated drawings
to [Property Owner] for approval.
c) Permits and Approvals. Volta will obtain any approvals or permits required for the
installation and operation of the EVSE Charging Stations, provided, however, that to the
extent an approval, easement or right of access to any property owned or controlled by
[Property Owner] is necessary to install, provision, operate, use or maintain the EVSE
Charging Stations at the EV Charging Sites, [Property Owner] agrees to cooperate with
Volta to obtain such approval, easement or right of access. Volta will notify [Property
Owner] of the date upon which Volta obtains all such approvals or permits, which is the
"Permitted Date".
d) Installations. Volta and its contractors may perform those activities reasonably necessary
within the EV Charging Sites and Property to install,provision,use and maintain the EVSE
Charging Stations. Volta will provide all utility connections, utility equipment, and utility
service reasonably necessary to install, operate and maintain the EVSE Charging Stations
at the EV Charging Sites. Volta will coordinate with [Property Owner] and the appropriate
provider for utility tie-ins and electrical power sources that may be necessary. Volta will
complete the installation of the EVSE Charging Stations at the EV Charging Sites no later
than the date that is 120 days from the Permitted Date plus the number of days [Property
Owner] restricts or prohibits installation or provisioning of EVSE Charging Stations (the
"Install Period Completion Target Date").
e) Markings. Volta may install, repaint and mark the EV Charging Sites, and install signs
adjacent to or near the EV Charging Sites stating that those parking spaces are only for
charging Electric Vehicles.
f) Use and Availability of EVSE Charging Stations. Following installation of EVSE Charging
Stations at the EV Charging Sites, Volta will use reasonable efforts to provide that those
EVSE Charging Stations are capable of delivering electricity to compatible Electric
Vehicles. Volta has the sole discretion to control EVSE Charging Station amperage and
charging session length. Volta will not charge those users of the EVSE Charging Stations
charging Electric Vehicles using Level 2 Charging Stations, as defined in Exhibit A. If
EVSE Charging Stations have the ability to deliver electricity at rates that exceed that of
Level 2 Charging Stations, Volta otherwise may charge a fee for or condition the delivery
or receipt of Electric Vehicle charging services.
g) EVSE Charging Station Inspection, Maintenance and Monitoring.Following installation of
EVSE Charging Stations at the EV Charging Sites,Volta will inspect those EVSE Charging
Stations on an at least quarterly basis, and reasonably maintain those EVSE Charging
Stations in good operating condition. Volta will provide [Property Owner] with a contact
for maintenance and service issues with those EVSE Charging Stations. Volta may monitor
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the use, condition and security of EVSE Charging Stations, EV Charging Sites, and
Sponsorship Displays via electronic,video and other means.
h) Sponsorship Displays. Volta has the exclusive right to solicit, sell, install and display
Sponsorship Displays on EVSE Charging Stations at the EV Charging Sites. A
"Sponsorship Display" is content of,concerning or provided by a Sponsor which content is
capable of being posted or displayed on an EVSE Charging Station for a limited period,
through physical, electronic or other means, including, but not limited to, text, logos,
graphics, images, animation,video, diagrams, and other content in any color and any form.
A "Sponsor" is any person that enters into an agreement for the display of Sponsorship
Display(s) on EVSE Charging Stations at the EV Charging Sites.
i) Sponsorship Display Restrictions. Volta will not display a Sponsorship Display on an
EVSE Charging Station at the EV Charging Sites that meets the Sponsorship Restrictions
criteria in Schedule C or that violates applicable law. If a Sponsorship Display is reasonably
determined by the [Property Owner] to fall within a Sponsorship Restriction, [Property
Owner]may notify Volta in writing.Following receipt of any such notice,Volta will remove
that Sponsorship Display from such EVSE Charging Stations within two (2)business days.
j) Publicizing EVSE Charging Stations. Volta may publicize the availability of EVSE
Charging Stations at the Property through apps,websites and other means. Volta may shoot
video and photos at, and create other media depicting, the Property for the purpose of
promoting Volta EVSE Charging Stations and Sponsorship Display content.
k) Third party incentives and proceeds. Volta has the exclusive right to apply for, receive,
collect, and retain(a) all consideration associated with Sponsorship Displays and Sponsors
and(b)all incentives available in connection with or related to the EVSE Charging Stations
or EV Charging Sites, including, but not limited to, any tax credits, carbon credits, grants,
monies, consideration, support or benefits provided by or available from or through any
federal,state or other third party. [Property Owner]will execute documents supporting,and
otherwise reasonably cooperate with,Volta's application for any of the foregoing.
3) [Property Ownerl's Rights and Obligations.
a) Additional Permits and Approvals. [Property Owner] agrees to obtain any consents or
approvals necessary from any Property tenant or other interest holders in the Property
required for the installation,operation,use and maintenance of the EVSE Charging Stations.
[Property Owner] will also reasonably cooperate with Volta in facilitating and obtaining
any additional third-party approvals and permits required for the installation, operation,use
and maintenance of the EVSE Charging Stations.
b) Maintenance of Property. [Property Owner] agrees to maintain the Property, including the
parking areas and rights-of-way within, surrounding and serving the EV Charging Sites, in
good condition and repair. Following installation,of EVSE Charging Stations at the EV
Charging Sites, [Property Owner] also agrees to ensure that a condition does not arise that
will obstruct the ability of individuals to see EVSE Charging Stations from any roadway or
publicly accessible right of way nearby, adjacent to or surrounding the EV Charging Sites
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(an"Obstruction"). If Volta notifies [Property Owner] in writing that an Obstruction exists,
then [Property Owner],to the maximum extent permitted by law, is obligated to remove or
remedy the Obstruction within fifteen(15)days after receiving the notice.
c) Conflicting Signage. Following installation of EVSE Charging Stations at the EV Charging
Sites, [Property Owner] agrees to not permit any form of exterior advertisement or display
within one hundred feet of the EV Charging Sites,other than signage for[Property Owner's]
events that do not obstruct the EVSE Charging Stations.
d) Service Interruptions. [Property Owner] agrees to provide Volta with no less than thirty
(30) days' written notice before undertaking any significant activity that can reasonably be
expected to impede the use or visibility of EVSE Charging Stations for more than two (2)
days. Such activity may include renovations to the EV Charging Sites, the Property, or
rights-of-way or facilities surrounding EVSE Charging Stations; storage or movement of
materials in conjunction with [Property Owner] construction or other activities; snow
removal; or other activity that may cover or obstruct a Sponsorship Display. If any
interruption continues longer than sixty (60) days, Volta has the right to terminate this
Agreement in whole or in part.
e) [Property Owner]Sponsorship Displays. [Property Owner] has the right to provide Volta
with Sponsorship Displays for display on EVSE Charging Stations and the EV Charging
Sites (a "[Property Owner] Display"). Volta will provide one out of every eight
Sponsorship Display units on each side of such EVSE Charging Stations available for
[Property Owner] Displays at no charge to [Property Owner]. The content and subject
matter of a[Property Owner] Display can only be for the purpose of displaying information
or event messages for the [Property Owner] or Property, be changed no more than once a
month, and otherwise satisfy the Sponsorship Restrictions. [Property Owner] will provide
Volta with the creative copy for any [Property Owner] Display in an electronic format
meeting Volta's specifications, no less than five (5) business days before the desired date
for a [Property Owner] Display to appear. [Property Owner] is responsible for the cost of
designing, creating and producing any [Property Owner] Display. [Property Owner] has
no right to resell any [Property Owner] Display units or otherwise provide the benefit of
such units to a third parry.
f) Property Promotion and Traffic Data. [Property Owner]will provide Volta with reasonable
advance notice of any promotions of or events planned at the Property and, if Volta desires,
will allow Volta to participate in any such promotion or event on reasonable terms. On
Volta's periodic request(which may not exceed once a year),[Property Owner]will provide
Volta with readily available aggregated, non-personally-identifying data regarding traffic
and use of the Property to,among other things,assist Volta in planning and promoting EVSE
charging services.
g) Preferred Provider of EVSE Services. [Property Owner] considers Volta the preferred
provider of EVSE charging services at this Property. As such, if[Property Owner] or any
other party with an interest in the Property desires additional EVSE charging services at the
Property, or if[Property Owner] receives a request from a third party to install or provide
such services at the Property that [Property Owner] intends to consider, [Property Owner]
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will notify Volta. Volta will notify [Property Owner] within five (5) days if it wishes to
negotiate the right to provide such services. If Volta does, [Property Owner] grants Volta
the exclusive right for thirty (30) days from Volta's notice to, and shall in good faith,
negotiate the terms and conditions under which Volta will provide such additional EVSE
charging services. If an agreement cannot be reached, [Property Owner] may not enter into
an agreement with a third party that is equivalent to or less favorable to [Property Owner]
than Volta's last proposal.
h) Title to Sites and Equipment. Except as expressly provided in this Agreement, (i)Volta has
no other right, title or interest in or to the EV Charging Sites, all of which remain with
[Property Owner]; and(ii) [Property Owner] has no right, title or interest in, to or deriving
from any EVSE Charging Station, EV Equipment, the use of any EVSE Charging Station
or EV Equipment, or the data associated with or derived from any of the foregoing, all of
which remain with Volta.
i) Additional Payments. [Property Owner] acknowledges and agrees that it is not entitled to,
and may not request or receive any payment or other consideration from, any person arising
out of or related to the installation, provisioning, operation, use or maintenance of EVSE
Charging Stations or Sponsorship Displays.
4) Term of Agreement. The initial term of this Agreement starts on the Effective Date and,
unless otherwise terminated beforehand, continues through the tenth anniversary of the date
all the EVSE Charging Stations at the EV Charging Sites are made available for use by the
public (the "Go-Live Date"). This Agreement may be renewed at the end of the initial term if
agreed to by the Parties in writing.
5) Termination of Agreement.
a) By Volta. Volta has the right to terminate this Agreement in whole or with respect to any
particular EVSE Charging Station or EV Charging Site on thirty(30)days written notice if:
i) One or more EVSE Charging Stations are substantially damaged or destroyed;
ii) The EV Charging Sites or the area surrounding or public space nearby the EV Charging
Sites is renovated or maintained in a manner such that any quality appeal to third
parties, such as users of EVSE Charging Stations or Sponsors, is significantly
diminished;
iii) All applicable approvals,permits, and consents cannot be obtained within 180 days of
the Effective Date.
iv) Applicable laws, regulations or local restrictions prohibit, require the removal of or
materially restrict Sponsorship Displays;
v) Applicable laws, regulations or local restrictions no longer permit or unreasonably
condition the installation,provisioning, use or operation of EVSE Charging Stations;
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vi) Volta is prevented from maintaining electrical power to the EV Charging Stations or
illuminating a Sponsorship Display;
vii)Maintenance of EVSE Charging Stations is hampered or made unsafe due to
conditions;
viii) [Property Owner] unreasonably fails to approve engineering drawings for the site
or disapproves more than three (3) Sponsorship Displays in any six-month period;
ix) Service is interrupted for longer than 60 days,pursuant to Section 3(d);
x) A force majeure condition continues for longer than 30 days, pursuant Section 19; or
xi) [Property Owner] fails to comply with any other provision of this Agreement,and such
failure is not cured within thirty (30) days following receipt of notice from Volta.
b) By[Property Owner]. [Property Owner]has the right to terminate this Agreement in whole
or with respect to any particular EVSE Charging Station or EV Charging Site on thirty(30)
days' written notice if:
i) Volta fails to replace any EVSE Charging Station that is substantially damaged or
destroyed within the later of sixty (60) days (x) after the date the EVSE Charging
Stations was damaged or destroyed; or(y) after the date the [Property Owner] restores
the parking area encompassing the EV Charging Site if also damaged or destroyed;
ii) Volta does not make a material, undisputed payment when due, and does not cure that
failure within thirty (30) days of receiving notice from [Property Owner];
iii) All applicable approvals, permits, and consents cannot be obtained within 180 days of
the Effective Date.
iv) Applicable laws, regulations or local restrictions prohibit, require the removal of or
materially restrict Sponsorship Displays;
v) Applicable laws, regulations or local restrictions no longer permit or unreasonably
condition the installation, provisioning, use or operation of EVSE Charging Stations;
or
vi) Volta fails to comply with any other provision of this Agreement, and such failure is
not cured within thirty (30) days following receipt of notice from [Property Owner].
c) Cost Reimbursement. If this Agreement is terminated by Volta for Property Owner's breach
before the fifth anniversary of the Go-Live Date, in addition to any other rights or remedies
to which Volta may be entitled, [Property Owner] will pay Volta an amount equaling the
unamortized portion of each EVSE Charging Station at the EV Charging Sites,as amortized
on a five-year, straight-line basis.
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d) Equipment Removal. Upon expiration or termination of this Agreement, Volta will, and
[Property Owner] hereby grants Volta permission to, remove all EVSE Charging Stations
and Related Equipment from the EV Charging Sites within thirty (30) days, provided that,
Volta has no obligation to remove any Related Equipment that is underground.
6) Taxes. Volta is responsible for paying those taxes attributable to its activities under this
Agreement and any property interests in the EV Charging Sites granted it in this Agreement,
provided that, Volta is not responsible for any taxes (i) allocable to the rest of the Property
other than the EV Charging Sites or allocable to other interest-holders in the Property; or(ii)
imposed on [Property Owner's] income or receipts.
7) Insurance. Each party will procure and keep in force during the Agreement's, at the Party's
own cost and expense, Commercial General Liability Insurance in a single limit of not less
than$1,000,000 per occurrence and$3,000,000 in the aggregate, and providing at a minimum
bodily injury liability, property damage liability, personal and advertising injury liability and
contractual liability coverage. Volta's commercial general liability insurance is to include the
following (collectively, the "[Property Owner]-Group Members") as additional insureds, on
a primary and non-contributing basis: [Property Owner], and all persons affiliated with
[Property Owner]. Volta also is to carry insurance against fire,extended coverage,vandalism,
malicious mischief, water damage which does not exclude backup from sewers or drains, as
may be included in a standard extended coverage endorsement from time to time in general
use in the county in which the Premises is located, insuring Volta's EVSE Charging Stations
and Related Equipment. Before the earlier of (i) the installation of the EVSE Charging
Stations, or (ii) the Go-Live Date, Volta is to furnish [Property Owner] with certificates of
insurance evidencing that such insurance is in effect or has been renewed, as the case may be.
8) Indemnification. Subject to the limits of the Oregon Tort Claims Act and Oregon
Constitution,each Party(the"Indemnifying Party")is obligated to defend,indemnify and hold
harmless the other Parry, its affiliates, and its and their respective officers, directors, agents
and employees (collectively, the "Indemnified Party") from and against any and all liability,
claims, damages, losses, suits, demands, judgments, costs and/or fees (including, without
limitation,reasonable attorneys' and experts' fees)to the extent arising out of or relating to the
negligence or willful misconduct of the Indemnifying Party, its officers, directors, agents or
employees.
9) Limitation of Liability. EXCEPT WITH RESPECT TO A PARTY'S OBLIGATIONS
UNDER SECTION 8 (INDEMNIFICATION) AND A BREACH OF SECTION 11
(CONFIDENTIALITY), (I) EACH PARTY SHALL NOT BE LIABLE FOR, AND EACH
PARTY HEREBY WAIVES AND RELEASES ANY CLAIMS AGAINST THE OTHER
PARTY FOR, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST
REVENUES, LOST PROFIT OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE,
ARISING OUT OF OR RELATED TO THIS AGREEMENT; AND (11) A PARTY'S
LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT
SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY VOLTA HEREUNDER
IN THE TWELVE MONTHS PRECEDING THE DATE ANY SUCH CLAIM AROSE.
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THERE SHALL BE NO PERSONAL LIABILITY OF PERSONS, FIRMS OR ENTITIES
WHO CONSTITUTE OR ARE AFFILIATED WITH THE PARTIES WITH RESPECT TO
ANY OF THE TERMS, COVENANTS, CONDITIONS AND PROVISIONS OF THIS
AGREEMENT, AND EACH PARTY SHALL LOOK SOLELY TO THE INTEREST OF
THE APPLICABLE PARTY, ITS SUCCESSORS AND ASSIGNS, FOR THE
SATISFACTION OF EACH AND EVERY REMEDY OF PARTY IN THE EVENT OF
DEFAULT BY THE OTHER PARTY HEREUNDER.
10)Warranty and Disclaimer. Each Party represents and warrants that it has all rights and power
necessary to enter into and provide the rights granted under this Agreement. Except as
expressly stated in this Agreement, all EVSE Charging Stations, rights and services provided
under this Agreement are provided AS IS, AS AVAILABLE and WITH ALL FAULTS.
WITHOUT LIMITING THE FOREGOING, EACH PARTY DISCLAIMS ANY AND ALL
REPRESENTATIONS OR WARRANTEES NOT EXPRESSLY STATED IN THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTEES
OF SUITABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR
PURPOSE.
11)Confidentiality.
a) "Confidential Information" means trade secret other non-public information of or
concerning a Party, its affiliates or its or their business, suppliers, customers, products, or
services, disclosed by a Party ("Disclosing Party")to the other Party ("Receiving Party").
Information will not be considered to be Confidential Information to the extent that it(i) is
already known to Receiving Party on a non-confidential basis when first obtained from
Disclosing Party, (ii) is or becomes publicly known through no wrongful act of Receiving
Party, (iii) is rightfully received by Receiving Party from a third party without restriction,
or (iv) was independently developed by Receiving Party without use of any Confidential
Information of Disclosing Party. Neither party will use or disclose any Confidential
Information of the other party except as permitted by this Agreement and required by
Oregon Public Records Law, provided that, to the fullest extent allowable, confidential
treatment under the Oregon Public Records Law shall be accorded any such Confidential
Information of Volta. Confidential Information of Disclosing Party will be maintained by
Receiving Party using reasonable security measures and,in any event,not less than the same
security measures used by Receiving Party for the protection of its own Confidential
Information.
b) Compelled Disclosure. If Receiving Party receives a request to disclose Confidential
Information of Disclosing Party, Receiving Party will, if permissible under law, provide
Disclosing Party with prior notice of the requested disclosure. Disclosing Party has 7 days
from the date it receives such notice to provide evidence of statutory exemption under
applicable law or obtain a protective order or equivalent from a court of competent
jurisdiction. The parties understand and agree that the failure by Disclosing Party to timely
respond to the notice provided by Receiving Party may result in the disclosure of the
requested information and, notwithstanding subsection (c), that, if Disclosing Party does
fail to timely respond to such a notice received by it, Disclosing Party waives all claims or
causes of action against Receiving Party for such disclosures.
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c) Remedies. If Receiving Party discloses or uses (or threatens to disclose or use) any
Confidential Information of Disclosing Party in breach of this Section,Disclosing Party will
have the right, in addition to any other remedies available to it, to seek injunctive relief to
enjoin such acts without the need to post a bond, it being specifically acknowledged by each
Party that other remedies would be inadequate.
12)Notice. Any notices under this Agreement are effective upon receipt, and may be delivered
personally, by registered or certified mail, by overnight courier service, or by email to a Party
as follows.
i) To [Property Owner]:
City of Tigard
13125 SW Hall Blvd.
Tigard, OR 97223
Attn: Justin James, Fleet& Facilities Department
ii) with a copy to:
City of Tigard 13125 SW Hall Blvd.
Tigard, OR 97223
Attn: City Attorney
iii) To Volta: Volta Charging,LLC
155 De Haro St.
San Francisco, CA 94103
Attn: Scott Mercer, CEO
iv) with a copy to: Volta Charging, LLC
155 De Haro St.
San Francisco, CA 94103
Attn: Legal
or
legal@voltacharging.com
Either Party may change their notice contacts by written notice.
13)Governing Law. The laws of the State of Oregon govern this Agreement and any matter
arising out of or related to it, without regard to its conflicts of laws principles.
14)Assignment. This Agreement is binding upon and inures to the benefit of[Property Owner]
and Volta and their respective successors-in-interest and assigns. Volta may not assign this
Agreement without the prior consent of [Property Owner], which shall not be unreasonably
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withheld or delayed. Notwithstanding the foregoing, Volta has the right to assign this
Agreement without[Property Owner]'s prior consent to any entity which controls,is controlled
by, or is under common control with Volta; to any entity which results from a merger of,
reorganization of or consolidation with Volta; or to any entity which acquires all or
substantially all the assets of Volta.
15)Independent Contractor. Volta is an independent contractor and not an agent of[Property
Owner]. Neither this Agreement nor the relationship of[Property Owner] and Volta shall be
deemed to be a joint venture, partnership, or any other association for any purpose or any
contacts.
16)Waiver. The waiver by a Party of any breach of any term, covenant or condition in this
Agreement shall not be deemed to be a waiver of such term, covenant or condition for any
subsequent breach thereof or any other term, covenant or condition in this Agreement.
17)Dispute Resolution. The Parties will attempt to resolve any dispute, claim or controversy
arising out of or relating to this Agreement by mediation. If this effort does not fully resolve
the matter,then the dispute is to be submitted for final and binding arbitration. Any mediation
or arbitration will be conducted in Portland, Oregon using the Arbitration Service of Portland,
Inc. or another entity or firm providing mediation or arbitration services the Parties may agree
to use. Any arbitration will be before a single arbitrator. Judgment on the Award may be
entered in any court having jurisdiction. This clause shall not preclude a Party from seeking
provisional equitable relief pending mediation or arbitration from a court of appropriate
jurisdiction.
18)Partial Invalidity. If any provision of this Agreement or its application be deemed invalid or
unenforceable, the remainder of this Agreement, or the application of such term, covenant or
condition to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term, covenant or condition of this
Agreement shall be valid and enforced to the fullest extent permitted by law.
19)Force Majeure. A Party will be excused, and not in breach of this Agreement, to the extent
that performance of its obligations is prevented, restricted or delayed or prevented by
revolutions, insurrections, riots, wars, acts of enemies, acts of terrorism, emergencies, police
actions,protests, strikes, floods, fires, earthquakes, acts of God, lock outs, labor disturbances,
acts of governmental authorities,or by any other cause not within the reasonable control of the
Party whose performance is interfered with,which such Party is unable to prevent despite the
exercise of reasonable care. If any force majeure condition continues longer than thirty (30)
days, Volta has the right to terminate this Agreement in whole or in part.
20)Publicity. The Parties will issue a press release reasonably satisfactory to each to promote
the fact that [Property Owner] and Volta have entered into this Agreement and that Volta is
providing EVSE charging services at the Property.
21)Entire Agreement, This Agreement,together with the Exhibits,contains the entire agreement
between[Property Owner] and Volta with respect to its subject matter and supersedes any and
all prior agreements between the parties with respect to that subject matter. Capitalized terms
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used in this Agreement have the meaning given them within the Agreement. No amendment
to this Agreement is effective unless reduced to writing and signed by the Parties.
22)Authority; Counterparts. The persons signing below represent and warrant that they have
the requisite authority to bind the Parties on whose behalf they are signing. This Agreement
may be signed in multiple counterparts each of which shall be deemed an original, but all of
which shall,taken together, be but one and the same instrument. Delivery by facsimile, or e-
mail of a PDF or electronic copy, of a counterpart of this Agreement executed by [Property
Owner] or Volta shall constitute delivery by such party of such party's executed counterpart
of this Agreement.
23)Survival The provisions of Sections 5(d) and 8 through 23 survive expiration or termination
of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CITY OF TIGARD, VOLTA CHARGING, LLC,
an Oregon municipal corporation a Delaware limited liability company
Signed by:
By: J% By: F(�;s
Name: MA 7T� !, Name: 'a4@rl
Title: CAhi Ma � Title: President
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Schedule A
Property Address, EVSE Charging Sites Placement on Map, EVSE Charging Stations
Property address: 13500 SW Hall Blvd
Tigard, OR 97223
EVSE Charging Station Type Quantity
Level 2 Charging Stations 2
Definitions:
"Level 2 Charging Stations" are capable of delivering electricity at a rate of up to 16.8 kW
through a coupler compatible with the J 1772 standard.
"Electric Vehicles"are vehicles capable of receiving electricity at a rate of up to 16.8 kW or
more through a coupler compatible with the J1772 standard.
�lit
(KWPanel P1BB
(208V.250A
_ lugs)
Light Post2'1"
from existing �t
EVCS EVC,:
�: ex�stir;g EVCS),._
Tres 38"from
existing curb trench 10'
EVCS#2
Existing Pullbox fed
by existing 2"conduit
(estimated 225-275`_,
with(2)#8
ground
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DocuSign Envelope ID:41597AOD-FBA7-4846-9E77-C7942E6F38E8
Execution Copy
Schedule B
Payment Schedule
Starting with"Payment Start Date,"which is the date that is the earlier of(i) the date all the
EVSE Charging Stations at the EV Charging Sites are made available for use by the public or(ii)
the Install Period Completion Target Date (defined in Section 2.d), Volta will pay [Property
Owner] as follows:
For each EVSE Charging Station at the EV Charging Sites:
$150.00 per month in rent; and
$100.00 per month as reimbursement for electricity usage.
Payments will be made on a calendar quarter basis (with partial months paid on a pro rata basis),
within thirty (30) days of the end of each quarter. Payments will be made to:
Billing address: 13125 SW Hall Blvd
Tigard, OR 97223
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DocuSign Envelope ID:41597AOD-FBA7-4846-9E77-C7942E6F38E8
Execution Copy
Schedule C
Sponsorship Restrictions
Sponsorship Displays may not be comprised of content that is reasonably considered to:
(i) be of an obscene or pornographic nature;
(ii) promote illegal drugs, violence or criminal activity (except in connection with
depictions of any motion pictures or any television, OTT, online or cable
television series or movies,the subject of which is any of the foregoing), tobacco
products or sexually explicit products;
(iii) promote the use of weapons or firearms;
(iv) promote sexually oriented businesses; or
(v) prominently or predominantly express non-commercial messages that regard
political, moral, or religious issues or related matters, or support for or opposition
to a candidate, issue, political cause, or belief.
The Sponsorship Display must be entirely contained within the dimensions of the EVSE
Charging Station. Volta is responsible for ensuring all Sponsorship Displays comply with all
applicable federal, state, and local laws and regulations.
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