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HomeMy WebLinkAboutTESLA, INCA-2020-030 INSUF NOT ON FILE WORK :,: ..! PROCEEE CLERK OF COUNCI41 1--ta I( oAtE+(A Vatque7- SUPERCHARGER AGREEMENT N This Supercharger Agreement (this "Agreement") is effective as of the date last signed below by © and between The City of Santa Ana, a charter city and municipal corporation of the State of California a3 ") and Tesla, Inc., a Delaware corporation ('iesia"). Tesla and City are each referred to herein as a C, J "Pa and collectively as the "Parties." 03 t WHEREAS, Tesla, through the provision of electric vehicle charging services at the Property, will provide value to City by increasing the visibility of, and attracting Tesla customers to, the Property; and WHEREAS, City is the sole owner of the Property Garage B - 5te & Spurgeon, located at 300 E 5th Street, Santa Ana, CA 92701; and WHEREAS, City acknowledges the value of having an electric vehicle charging station to serve Tesla customers at the Property; and WHEREAS, Tesla will bear the cost and expense of the installation and utility work for the Supercharger Station; and WHEREAS, Tesla agrees to coordinate the electric vehicle charging station utility work with the local utility to enable the City to install, own and operate an electric vehicle charging station at the Property. NOW THEREFORE, in consideration of the above and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. CONTACT INFORMATION: City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 Attention: Executive Director Phone: (714) 647-5360 With a copy to: City Attorney 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Tesla: Tesla, Inc. 3500 Deer Creek Road Palo Alto, CA 94304 Attention: Supercharger Team Phone: (650) 681-5000 With a copy to: Email: superchargerhost@tesla.com 24-hour Technical Support & Service: 877-79-TESLA(877-798-3752) 2. PREMISES: City hereby leases to Tesla, and Tesla hereby leases from City, twenty (27) parking spaces, up to thirteen (13) feet of additional parking width to provide disability access and approximately 200-400 square feet of space for equipment, all as depicted on Exhibit A attached hereto (the "Premises"), in order to build a Supercharger Station (as defined in Exhibit B), subject Page t v.20190227 to the terms of this Agreement. The Premises are located on the property commonly known as Garage B - 5`h & Spurgeon, located at 300 E 5th Street, Santa Ana, CA 92701(the "Property"). 3. FOOTPRINT: A total of twenty (20) parking spaces shall be outfitted with Superchargers (as defined in Exhibit B) to serve as dedicated charging stalls ("Dedicated Stalls"). Ell A. Tesla's Work: Tesla shall, at its sole cost, perform the EVCS Utility Work (as defined in Exhibit C) make alterations to the Premises and construct the Supercharger Station (collectively, "Tesla's Work"). Tesla acknowledges that Tesla's Work shall only begin after: (a) City has approved the plans and specifications, including equipment locations (the "Approved Plans"); and (b) Tesla has obtained all permits and approvals required by applicable governing bodies. Note that the City's execution of this Agreement does not confer approval of the Approved Plans. Any alterations to the Approved Plans or Supercharger Station shall be approved in advance by City's manager and shall comply with applicable Laws (as defined in Section 33), City's approval of the plans and specifications, and of any alterations to the Approved Plans or Supercharger Station, may be by e-mail and shall not be unreasonably withheld, conditioned or delayed. Tesla shall promptly repair any damage to the Property caused by Tesla, its agents, contractors and employees while performing Tesla's Workto the reasonable satisfaction of the City. For the avoidance of doubt, any subsequent alterations to the plans for the EVCS Utility Work shall be mutually approved by the Parties. B. EVCS Utility Work: As more particularly described in Exhibit C. Tesla shall, at its sole cost, coordinate the EVCS Utility Work in the portion of the Property depicted on Exhibit A ("EVCS Area") to enable City to own and operate a EVCS at the Property. Except for the EVCS Utility Work, City is solely responsible for all obligations related to the EVCS Area and/or the EVCS, including but not limited to the maintenance, replacement, and removal of all equipment within the EVCS Area and Tesla shall have no liability for any damage or loss incurred by City related to the EVCS Area and/or EVCS unless caused by Tesla's gross negligence or intentional misconduct. 5. POSSESSION DATE: The first date that Tesla may enter the Premises and Property to begin Tesla's Work is anticipated to be on February 7, 2020 (the "Possession Date"). Upon the mutual agreement of the Parties, the Possession Date may be changed by letter acknowledging the new Possession Date. 6. COMMENCEMENT DATE: Tesla shall open the Supercharger Station to the public (the "Commencement Date") within three hundred and sixty-five (365) days following the Possession Date, provided that such time shall be extended to the extent a delay is due to permitting, utility, or other requirements beyond Tesla's control, or is due to Force Majeure (as defined in Section 31). Tesla shall deliver written notice to City promptly following the Commencement Date to confirm such date for recordkeeping purposes. TERM: The initial term of this Agreement shall expire five (5) years from the last day of the month in which the Commencement Date occurs (the "Initial Term"). Tesla shall have two (2) options to extend the term of this Agreement for an additional five (5) years each (each a "Renewal Term" and together with the Initial Term, the "Term"), upon the same terms contained in this Page 2 v.20190227 Agreement, provided that no Event of Default (as defined in Section 16) exists at the time of extension. Testa shall exercise the option for each Renewal Term by giving notice to City no later than thirty (30) days prior to the expiration of the Initial Term or Renewal Term, as applicable. 8. REMOVAL: Testa shall, at its sole cost, remove the Trade Fixtures (as defined in Exhibit B) promptly following termination of this Agreement and restore the Premises to a condition commensurate with the rest of the Property, subject to exceptions for reasonable wear and tear and damage by casualty or condemnation. City agrees that all Trade Fixtures and related intellectual property are and shall remain the personal property of Tesla. The Infrastructure (as defined in Exhibit B) shall be left in a safe condition and shall become the property of City upon termination of this Agreement (except for Infrastructure that is upstream of the meter, which is and shall remain the property of the utility). 9. UTILITIES: As more particularly described on Exhibit C: A. Tesla agrees to arrange and pay the charges for all Testa -related utility services provided or used, including payment for electricity consumed by Tesla's meter, in or at the Premises during the Term. Tesla shall pay directly to the utility company the cost of installation of any and all such Tesla-related utility services and shall arrange to have the utility service at the Premises and EVCS Area separately metered. B. City shall be responsible for paying all utility bills related to the City's meterfor the EVCS Area after installation, including payment for electricity consumed at the EVCS Area during the Term. C. The Parties acknowledge and agree that neither shall be responsible for any damages suffered by the other in connection with the quality, quantity or interruption of utility service, unless the cause of the disruption or damage was due to the gross negligence or intentional misconduct of the other Party. 10. USE: Tesla shall use and occupy the Premises during the Term for a Supercharger Station and incidental purposes, which may include generating photovoltaic electricity and operating an energy storage system, and for any other lawful use as may be approved by City, such approval not to be unreasonably withheld, conditioned or delayed ("Permitted Use"). Testa is authorized to operate and collect payment for use of the Supercharger Station year round, twenty-four (24) hours per day and seven (7) days per week. Nothing herein shall prevent City from installing non- Tesla charging equipment at any location on the Property, including immediately adjacent to the Premises; provided that such equipment shall not be installed within the Premises. 11. MAINTENANCE: Testa shall be responsible for maintaining the Supercharger Station (including repair and replacement of equipment, as necessary) at its sole cost, and City shall have no liability for damage to the Supercharger Station unless caused by City's gross negligence or intentional misconduct. Notwithstanding the foregoing, City's normal responsibility to maintain the common areas of the Property shall also apply to the Premises, such as for repaving, restriping, and garbage collection, and City agrees to coordinate such maintenance with Tesla pursuant to Section 12. Tesla may, at its sole cost, install security cameras and other equipment to monitorthe Premises from off -site, which requires prior City approval. Page 3 v.20190227 12. TEMPORARY IMPAIRMENT: Tesla agrees that City shall have the right to temporarily access and/or temporarily restrict access to a portion of the Premises to perform routine parking lot maintenance or planned power outages, provided City shall make best efforts that (a) not more than half of the charging stalls may be restricted at any given time, (b) City shall use commercially reasonable efforts to minimize any impairment of the Premises, including, without limitation, by limiting such impairmentto times of day and days of the weekthat are not busy charging periods, and (c) except in the case of an emergency, City shall provide Tesla at least thirty (30) days advance written notice stating the date, time, duration and scope of the planned impairment. 13. CITY COVENANTS: City represents that: (a) it is the owner of the Property and has the power and authority to enter into this Agreement on the terms hereof; (b) it has obtained any required consents to enter into this Agreement; (c) the Property is subject to no conditions, restrictions or covenants incompatible with the Permitted Use; and (d) this Agreement does not violate any agreement, lease or other commitment by which City is bound. City shall not take any action that would impair or interrupt the use of the Premises or Supercharger Station, except as permitted in Section 12. City agrees to notify Tesla within a commercially reasonable time if (x) it has knowledge of third -parties impairing or misusing the Supercharger Station, or (y) it obtains knowledge of a needed repair to the Supercharger Station. If non -Testa motorists repeatedly park in the Dedicated Stalls, thereby impairing use of the Dedicated Stalls, then the Parties shall reasonably cooperate to implement an appropriate and effective strategy for preventing such impairment, which may include, without limitation, alternative signage and painted asphalt. 14. PAYMENTS TO CITY: Other than parking fees charged to all users of the Property, City shall have no right to request or accept payment from Tesla, Tesla customers or any other third -parties in connection with use of the Supercharger Station. 15. SIGNAGE: Subject to applicable Laws (as defined in Section 33), Tesla shall install signage for the Dedicated Stalls substantially similar to the signage represented in Exhibit B ("Si na a"). Any material revisions or additions to the Signage shall be subject to City approval, which shall not be unreasonably withheld, conditioned or delayed. 16. DEFAULT: Each of the following shall constitute an "Event of Default" under this Agreement: A. Breach: The failure by either Party to perform or observe any material term or condition of this Agreement and such failure continues for a period of forty-five (45) days after receipt of written notice thereof from the other Party, provided, however, that if the nature of such default is such that it cannot reasonably be cured within such forty-five (45) day period and the defaulting Party commences to cure within the forty-five (45) day period and proceeds with diligence and continuity, then such Party shall have additional time to cure as is reasonably required. B. Bankruptcy; Insolvency: The appointment of a receiver or trustee to take possession of all or substantially all of the assets of Tesla located at the Premises if possession is not restored to Tesla within sixty (60) days; or a general assignment by Tesla for the benefit of creditors; or any action or proceeding is commenced by or against Tesla under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors and, in the case of actions filed against Tesla, is not discharged within sixty (60) days. Page 4 v.20190227 17. REMEDIES: City and Testa acknowledge and agree that each Party shall have all remedies available at law or in equity if an Event of Default by the other Party has occurred and is continuing. In addition, if an Event of Default by Testa has occurred and is continuing, then City, may: (a) continue this Agreement in effect by not terminating Testa's right to possession of said Premises and thereby be entitled to enforce all City's rights and remedies under this Agreement; or (b) terminate the Agreement and regain possession of said Premises. 18. EXCLUSIONS: Notwithstanding anything herein to the contrary, each Party expressly releases the other from any claims for, speculative, indirect, consequential or punitive damages, including any lost sales or profits of the other Party. 19. ASSIGNMENT: Testa shall not assign this Agreement voluntarily or by operation of law, or any right hereunder, nor sublet the Premises or any part thereof, without the prior written consent of City, which shall not be unreasonably withheld, conditioned or delayed; provided that the foregoing prohibition shall not limit Testa's ability to transfer this Agreement to a Testa Affiliate. "Affiliate" means an entity which: (a) controls or is controlled by a Party hereto or (b) is under common control with a Party hereto: where "control" means that more than fifty percent (>50%) of the controlled entity's shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity. 20. INDEMNIFICATION: A. Cam: Except to the extent a claim arises from any negligence or willful misconduct of a City Indemnified Party, Testa hereby agrees to indemnify, hold harmless and defend City, its Affiliates and their respective directors, officers, managers, members, employees, agents and representatives (each a "City Indemnified Party") from all losses and liabilities, including court costs and reasonable attorneys' fees, on account of or arising out of or alleged to have arisen out of any third party claim directly related to: (i) Testa's use of the Premises; (it) Testa's breach of this Agreement; or (iii) bodily injury or damage to real or tangible personal property caused by the use of the Trade Fixtures. B. Testa: Except to the extent a claim arises from any negligence or willful misconduct of a Testa Indemnified Party, City hereby agrees to indemnify, hold harmless and defend Testa, its Affiliates and their respective directors, officers, managers, members, employees, agents and representatives (each a "Testa Indemnified Party") from all losses and liabilities, including court costs and reasonable attorneys' fees, on account of or arising out of or alleged to have arisen out of any third party claim directly related to: (I) City's entry onto the Premises; or (it) City's breach of this Agreement. 21. LIENS: Testa shall promptly remove or bond any liens placed on the Property as a result of any claims for labor or materials furnished to Testa at the Premises. 22. DESTRUCTION: Any total destruction of the Premises shall, at City's or Testa's written election within thirty (30) days of such destruction, terminate this Agreement. 23. INSURANCE: Testa shall carry commercial general liability insurance with limits of not less than Two Million Five Hundred Thousand dollars ($2,500,000) for bodily injury or death and property damage and an umbrella insurance policy of not less than Five Million dollars ($5,000,000). The Page 5 v.20190227 total limits required above may be met by any combination of primary and excess liability insurance. A certificate evidencing such insurance shall be delivered to City upon the execution of this Agreement and from time to time thereafter as may be requested by City. Tesla shall include City as additional insured on its commercial general liability and umbrella insurance policies. Tesla will also carry worker's compensation insurance in accordance with state and federal law. 24. CONFIDENTIALITY AND PUBLICITY: A. Confidentiality: Tesla and City agree that and any non-public, confidential or proprietary information or documentation provided to one Party by the other Party in connection with this Agreement are confidential information, and the Parties agree not to disclose such confidential information to any person or entity during the Term and for a period of three (3) years thereafter. B. Permitted Disclosures: Notwithstanding the foregoing, the Parties may disclose information (i) to their respective Affiliates, subcontractors, lenders, employees, financial, legal and space planning consultants, in each case that have a "need to know" such confidential information and have committed to treat the information as confidential under terms no less protective than the terms of this Section 24provided that the Party disclosing such confidential information shall be liable for any disclosure by such authorized recipients and (ii) as required by law, including the California State Public Records Act or (iii) pursuant to public hearings; provided that if City is required to disclose the terms of this Agreement under items (ii) or (iii), then City shall promptly notify Tesla to allow Tesla to seek a protective order or other appropriate remedy, including but not limited to redacting the financial terms of this Agreement priorto any disclosure. C. Publicity: Neither Partywill usethe other Party's name, trademark orlogo without obtaining the other Party's prior written consent. 25. ENVIRONMENTAL MATTERS: City represents and warrants that the Premises shall be delivered free of environmental contamination that violates any applicable environmental law. City agrees that it will indemnify and hold Tesla harmless from all costs from, and Tesla shall have no liability for, any environmental contamination of the Property, unless caused by Tesla, its agents, employees or contractors. During the Term, City is responsible for remediating any pre-existing contamination and any contamination not caused by Tesla, its agents, contractors or employees, but only to the extent required by applicable environmental law. 26. NOTICES: All notices, demands and approvals shall be in writing and shall be delivered by prepaid first class certified mail, or by a reputable overnight delivery service, to the addresses of the respective Party as specified in Section 1. Notice given by certified mail shall be deemed given on the second business day after deposit in the United States Mail, and any notice given by overnight delivery service shall be deemed given on the next business day after deposit with such overnight delivery service. Copies of notices, demands and approvals shall also be delivered if a "copy to" e-mail or other address is specified in Section 1. Notwithstanding the foregoing, as provided in Section 4 City may approve the plans and specifications by e-mail. Either Party may change their respective address for notices by giving written notice of such new address in accordance with the provisions of this Section 26. Page 6 v.20190227 27. BROKERS: Each Party represents to the other Party that it has not dealt with any broker and each Party hereby agrees to indemnify and hold the other Party harmless from all losses and liabilities, including court costs and reasonable attorneys' fees, arising out of any claims for commissions or fees related to any broker, finder or similar person with whom the indemnifying Party has dealt, or purportedly has dealt, in connection with this Agreement. 28. SALE OR TRANSFER: In the event of a sale or transfer of all or a portion of City's interest in the Property or Premises while this Agreement is in effect, Tesla's rights shall be conveyed with the Property or Premises and City warrants that any transferee shall be bound by all terms and conditions of this Agreement, and shall obtain any necessary documents to confirm such assignment. 29. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the benefit of City and Tesla and their respective successors and assigns. 30. SUBORDINATION: This Agreement is subject to and subordinate to all ground or superior leases and to all mortgages which may now or hereafter affect such leases or the real property of which the Premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such ground or superior leases and mortgages; provided that Tesla's rights under this Agreement shall not be disturbed by such subordination so long as no Event of Default by Tesla exists. This Section 30 shall be self -operative and no further instrument of subordination or non -disturbance shall be required by any ground or superior lessor or by any mortgagee, affecting any lease or the Property. 31. FORCE MAJEURE: If either Party's performance of its obligations under this Agreement is delayed by Force Majeure, then such Party's time of performance will be extended by a corresponding number of days. As used in this Agreement, "Force Maieure" means an act, event, condition or requirement beyond such party's reasonable control, including, without limitation, labordisputes, governmental restrictions, natural disasters, fire, flood, inclement weather, explosion, embargoes, war, terrorism, civil disturbance or other similar events. 32. INCENTIVES: City agrees that Tesla shall own and receive the benefit of any Incentives derived from the construction, ownership, use and operation of the Supercharger Station. City will cooperate with Tesla in obtaining all Incentives, provided that City is not obligated to incur any out-of-pocket costs in doing so unless reimbursed by Tesla. If any Incentives are paid directly to City, City agrees to immediately pay such amounts over to Tesla. "Incentives" means (1) electric vehicle charging or renewable energy credits or certificates, carbon credits and any similar environmental or pollution allowances, credits or reporting rights, (ii) rebates or other payments based in whole or in part on the cost or size of equipment, (iii) performance -based incentives paid as periodic payments, (iv) tax credits, grants or benefits, and (v) any other attributes, commodities, revenue streams or payments, in each of (i) through (v) under any present or future law, standard or program, or paid by a utility or any governmental, regulatory or administrative authority. 33. COMPLIANCE WITH LAW: Each Party shall comply with all applicable codes, laws and ordinances ("Laws") in fulfilling its respective obligations under this Agreement, including the payment of prevailing wages, as applicable. Each Party represents that it is in good standing under the Laws of the state of its organization. Page 7 v.2n19n227 34. GOVERNING LAW: This Agreement shall be governed by the Laws of the state where the Premises are located. 35. WAIVER OF JURY TRIAL: CITY AND TESLA EACH WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE RIGHT TO ATRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. 36. INTERPRETATION: The headings and defined terms in this Agreement are for reference purposes only and may not be construed to modify the terms of this Agreement. Neither Party shall have the right to unilaterally revoke or terminate this Agreement, unless such revocation or termination is pursuant to the explicit terms of this Agreement. 37. SEVERABILITY: If any provision of this Agreement is invalid or unenforceable, the remainder of this Agreemeent shall not be affected, and each provision shall be valid and enforceable to the fullest extent permitted by law. 38. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which togetherwill constitute one agreement. Electronic signatures and other signed copies transmitted electronically in PDF or similar format shall be treated as originals. [Signature page follows.] Page 8 v.20190227 IN WITNESS WHEREOF, the Parties have each caused an authorized representative to execute this Agreement as of the date signed below. CITY: CITY OF SANTA ANA KRI INE RIDGE City Manager ATTEST: RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency Page 9 v.20190227 TESLA: TESLA, INC., a Delaware corporation NAMt Mayi 1W A-7eqktr TITLE SWIM( "ARAJ.9V' ( AYKtACA "Iyj IPv Mf`tw ,(JkM Dated: (aYUAry Af� WZO EXHIBIT A Premises and Property Depiction and Address Property Address: 300 E 5th Street, Santa Ana, CA 92701 Premises and Property Depiction: =5 Ln Premises a•UMINr:3 Supercharger Station Tesla shall install the Supercharger Station on the Premises pursuant to the terms of this Agreement and the Approved Plans. The "Supercharger Station" shall consist of: (a) necessary utility infrastructure, which may include a utility transformer, metering equipment, conduit, wiring and concrete pads (collectively, the "Infrastructure"); and (b) certain trade fixtures as determined by Tesla, which shall include twenty (20) charge posts ("Superchargers"), power electronics equipment, switchgear and Signage, and may also include, without limitation, fence orothervisual barriers, a canopy, solar panels and an energy storage system (collectively, the "Trade Fixtures"). Signage EXHIBIT C Electric Vehicle Charging Station COLLABORATION WITH CITY OF SANTA ANA (City): It is planned to have a City owned EVCS (as defined below) located on the Property, Tesla will reasonably cooperate with City to provide support for the installation of City's EVCS. Tesla will make arrangements with Southern California Edison (SCE) to establish utility services at the Premises and EVCS Area. The costs associated with the EVCS Utility Work will be paid for by Tesla. Scope of City Owned Chargers: City will design, construct, operate and maintain an Electric Vehicle Charging Station (EVCS) within the same Property as the Supercharger Station as identified on Exhibit A. The EVCS will consist of up to four (4) Direct Current Fast Charging (DCFC) dual -corded units that support both CHAdeMO and CCS (SAE Combo) charging platforms. The DCFC equipment for the City charging station will likely be either ChargePoint or Tritium brand, 65-kW units (subject to change) [100 Amp break]. City will be responsible forthe power consumption by the City's EVCS, as provided in Section 9. EVCS Utility Work: Tesla agrees to pay for costs and expenses associated with establishing the electric service to the City's EVCS meter and the Supercharger Station as described in Section 9 which shall be limited to (1) application for electric service design charges and deposit, and (2) power supply with adequate capacity to support the EVCS and Supercharger Station, switchgear, and meter main costs and installation (collectively, the "EVCS Utility Work"). The preliminary design indicates that the City EVCS installation would require a 400 Ampere 480Y/277Volt Meter/Main section. Tesla agrees to pay for the costs and expenses associated with wrapping or artwork on SCE utility boxes and landscaping around the utility boxes as approved by the Executive Director of the Community Development Agency. City and Tesla agree to coordinate any maintenance that will impair the use of the Supercharger Station or City's EVCS Station in accordance with this Agreement. City or Tesla shall have no liability for any damage or loss of use to the other party's facilities unless caused by gross negligence or intentional misconduct of such party. In the event that City decides to install less DCFC units, City reserves the right, at its sole costs, to install Level 2 charging stations and step down transformers to accommodate the installation. Return lO cuted Copy toC Executed TC A-2020-030 RECORDING REQUESTED BY SOUTHERN CALIFORNIA EDISON c�lll WHEN RECORDED MAIL TO SOUTHERN CALIFORNIA EDISON COMPANY 2 INNOVATION WAY, 2nd FLOOR POMONA, CA 91768 Attn: Title and Real Estate Services ,t, SCE Doc. No. J =�+ GRANT OF U EASEMENT c.l DOCUMENTARY TRANSFER TAX $ NONE Central OC TD1595798 VALUE AND CONSIDERATION LESS THAN $100.00) SCE CGmpmy FIM - A-4 UY AT. ARN 398-327-01 GEGMATICS, LAND SLSBT 02/06/20 SIG, OF DEClAR,1NT OR AGENTDETERMINING TM FIRM NAME B INFORMATION MANAGEMENT CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter referred to as "Grantor"), hereby grants to SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, its successors and assigns (hereinafter referred to as "Grantee"), a non-exclusive easement and right of way to construct, use, maintain, operate, alter, add to, repair, replace, reconstruct, inspect and remove at any time and from time to time underground electrical supply systems and communication systems (hereinafter referred to as "systems"), consisting of wires, underground conduits, cables, vaults, manholes, hndholes, and including above -ground enclosures, markers and concrete pads and other appurtenant fixtures and equipment necessary or useful for distributing electrical energy and for transmitting intelligence, data and/or communications (eg. through fiber optic cable) to serve one or more electric vehicle charging stations on property located at 300 East Fifth Street, Santa Ana, CA 92701, in, on, over, under, across and along that certain real property in the County of Orange, State of California, described as follows: SCE EASEMENT: A PARCEL OF LAND LYING WITHIN THAT PORTION OF BLOCK 16 OF THE TOWN OF SANTA ANA, AS PER MAP RECORDED IN BOOK 2, PAGE 51 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, SAID PORTION IS MORE PARTICULARLY DESCRIBED AS PARCEL 1 IN THE LOT MERGER NO. 2015-1, RECORDED ON OCTOBER 09, 2018 AS DOCUMENT NO. 2018000365765, OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, LYING NORTHERLY AND WESTERLY OF THE FOLLOWING DESCRIBED LINES: COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF FIFTH STREET, 60.00 FEET WIDE, WITH THE CENTERLINE OF BUSH STREET, 60.00 FEET WIDE, AS SHOWN OF SAID LOT MERGER NO. 2015-1; THENCE ALONG THE CENTERLINE OF SAID BUSH STREET, SOUTH 93.75 FEET; THENCE LEAVING THE CENTERLINE OF SAID BUSH STREET, EAST 30.00 FEET TO THE EASTERLY LINE OF SAID BUSH STREET AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING EAST 9.00 FEET; THENCE NORTH 44.75 FEET; THENCE EAST 12.00 FEET; THENCE NORTH 19.00 FEET TO A POINT OF ENDING IN THE SOUTHERLY LINE OF SAID FIFTH STREET. SEE E7HBBIT "A", SKETCH, ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. This legal description was prepared by Grantee pursuant to Sec. 8730(c) of the Business & Professions Code. Page l of DSE801897662 TD 1595798 Grantor agrees for himself, his heirs and assigns, not to erect, place or maintain, nor to permit the erection, placement or maintenance of any building, planter boxes, earth fill or other structures except walls and fences on the above described real property. The Grantee, and its contractors, agents and employees, shall have the right to trim or cut tree roots as may endanger or interfere with said systems and shall have free access to said systems and every part thereof, at all times, for the purpose of exercising the rights herein granted; provided, however, that in making any excavation on said property of the Grantor, the Grantee shall make the same in such a manner as will cause the least injury to the surface of the ground around such excavation, and shall replace the earth so removed by it and restore the surface of the ground to as near the same condition as it was prior to such excavation as is practicable. To the extent that Grantee, in the exercise of its discretion, determines that this easement is no longer needed, then upon written request, Grantee shall execute a quitclaim deed on a mutually acceptable form at no cost to Grantor. Grantee shall indemnify, defend and hold harmless Grantor, its officers, agents, employees and volunteers from and against any and all loss or damage, expenses, injuries, death to any person or damage to property, including property and employees, volunteers, officers or agents of Grantor or Grantee, and shall indemnify, defend and hold harmless Grantor, its officers, agents, employees and volunteers from all claims, demands, suits, actions or proceedings of any kind, and all costs and expenses, including but not limited to reasonable attorneys' fees, settlements or judgment, arising out of the construction, reconstruction, maintenance, presence, operation, use, removal or state of repair, of the systems in the easement area. Such indemnity shall not apply as to the extent of Grantor's negligence or willful misconduct. EXECUTED this day of 20 GRANTOR CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California Signature Print name Title A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Page 2 of 4 DSE801897662 TD1595798 EXECUTED this day of 20 GRANTEE SOUTHERN CALIFORNIA EDISON COMPANY, a corporation Signature Print Name Title A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Page 3 of DSE801897662 TD1595798 Poc , FIFTH STREET Tn I i SCE = EASEMENT 0� C� i w EAST l _ 30_00' Ji 'MOB 610 i � 30' DENOTES SCE EASEMENT = POINT OF COMMENCEMENT = TRUE POINT OF BEGINNING Page 4 of 4 0 v EAST 12.00' 1n �r PARCEL 1 LOT MERGER NO.2015-1 ry 0 REC.10/09/2018 DOC. #2018000365765,0.R. ORANGE CO. EAST 9.00 20 0 20 40 scale 1 20' feet SKETCH EXHIBIT "A" SCE EASEMENT DSEW1897662 TD1595798 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange ) On February 25, 2020 before me Yesenia Cruz, Notary Public (insert name and title of the officer) personally appeared Kristine Rid a who proved to me on the basis of satisfactory evidence to be the personXwhose nameXis / subscribed to the within instrument and acknowledged to me thatX/she/t�eyexecuted the same in h9/'her/tp4ir authorized capacity( and that by W4er/their signature(s) on the instrument the person(O or the entity upon behalf of which the personXacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. r- YESENIA CRUZ Notary Public - California 61r; Orange County Commission # 2243542 My Comm. Expires May 21, 2022