ELECTRIC VEHICLE CHARGING STATION LICENSE AGREEMENTELECTRIC VEHICLE CHARGING STATION LICENSE AGREEMENT
This ELECTRIC VEHICLE CHARGING STATION LICENSE AGREEMENT (this “Agreement”), dated as of
March 1, 2022 (the “Effective Date”), is between CSG EV, LLC, a Delaware limited liability company, d/b/a (“CSG”),
and City of Chanhassen, a Minnesota City (“Host”). Each of CSG and Host is a “party,” and together they are the
“parties,” to this Agreement.
BACKGROUND
A. CSG provides a variety of vehicle charging and support services to owners of electric plug-in vehicles
(“EVs”);
B. Having Electric Vehicle Charging Stations onsite allows Host to differentiate its location, attract high-value
customers, and promote sustainable and environmentally sound transportation.
C. Host desires to participate in CSG’s network of Electric Vehicle Charging Stations; and
D. This Agreement sets forth the parties’ agreement with respect to Host’s grant of the License to CSG.
AGREEMENT
In consideration of mutual benefits and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. LICENSE;
1.1. Host Property. The Host is the Owner of the property described in Exhibit A, attached hereto, and made a
part hereof (the “Host Property”).
1.2. Grant of License. Host, for good and valuable consideration, the sufficiency of which is acknowledged, grants
to CSG a license (the “License”) to use a certain portion of Host Property specifically identified in Exhibit A
and herein referred to as (the “Licensed Space”) for the purposes described in this Agreement, including but
not limited to those described in Section 1.4 below.
1.3. License Fee.
1.3.1. CSG agrees to pay Host a license fee (the “License Fee”) of
twenty dollars ($20) per installed Level 2 electric vehicle charging station, twenty five dollars ($25)
per installed 24kW DCFC electric vehicle charging station, and fifty dollars ($50) per installed 62.5kW
DCFC or greater charging station (as defined below) per month as consideration for the License herein.
1.3.2. Utilization Bonus. The Host will receive a Utilization Bonus for each charging station with Average
Annual utilization of 6% or greater. The Utilization Bonus is calculated according to the table included
in Exhibit B.
1.4. Use of Licensed Space. The License includes use of the Licensed Space and the areas of Host Property that
are reasonably necessary to provide ingress and egress to and from the Licensed Space and the Electric
Vehicle Charging Stations (as defined below); for the purposes of the construction, installation, maintenance,
repair and operation of the grid integrated Electric Vehicle Charging Stations by CSG; and for any ancillary
uses permitted herein, all in accordance with this Agreement) (collectively the “Necessary Space”). Access
to and upon the Licensed Space and Host Property shall be done in such a manner as to allow the Host
continued reasonable rights of ingress and egress.
1.5. Host Obligations. Subject to limitations contained herein, Host agrees to, at all times, make the Licensed
Space and Necessary Space available to CSG, its subcontractors and vendors, and all users of the Electric
Vehicle Charging Stations, in accordance with the Host’s city codes, ordinances and normal operations.
2. TERM; TERMINATION
2.1. License Term.
2.1.1. The term (“Term”) of the License shall commence on the Effective Date and, subject to the provisions
of Section 2.2 below, end on the date that is ten (10) years from the Commencement Date (as extended
from time to time, the “License Expiration Date”). The “Commencement Date” shall mean the date on
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
which the Electric Vehicle Charging Station is first operational. CSG shall make its best efforts to
have the first Electric Vehicle Charging Station operational no later than __________________.
2.1.2. CSG and the City of Chanhassen shall have the right to extend the Term of this Agreement for two (2)
consecutive terms of five (5) years each in accordance with the terms and provisions of this Agreement
(collectively “Extended License Term”) if the parties have entered into a written amendment to extend
the term within one hundred eighty (180) days of the end of the existing Term. The Extended License
Term shall begin immediately following the end of the 10-year term. During the Extended License
Term, CSG shall pay Owner the amounts set forth in Section 1.3 (the “License Fee”).
2.2. Termination.
2.2.1. Upon Certain Events. This Agreement may be terminated upon thirty (30) days’ written notice to
either party without penalty or fee in any of the following circumstances:
2.2.1.1. In the case of termination by CSG, in the event that the commencement date has not yet occurred.
for any project listed on Schedule I. CSG may elect to forgo development or modify the number
and type of charging stations of said project if CSG determines at its sole discretion that the
installation is impracticable or uneconomical by providing written notice to Host; and
2.2.1.2. . . In the case of termination by Host, in the event the Commencement Date of the first project
on Schedule A has not occurred within twenty-four (24) months following this Agreement Date;
provided that the foregoing right shall terminate upon the Commencement Date of the first
commenced project on Schedule A. For subsequent projects per Schedule A, Host will have the
right to terminate that specific project from this agreement in the event that the Commencement
Date of a specific project has not occurred within twenty-four (24) months from the time that
CSG develops and presents electrical drawings to Host.
2.2.1.3.
2.2.2. For Cause. This Agreement may be immediately terminated for cause by either party in the event of
the following circumstances:
2.2.2.1. Breaches. The other party breaches or fails to perform any of its obligations in any material
respect, and such breach or failure continues uncured for forty-five (45) business days after
receipt of written notice.
2.2.2.2. Assigns. The other party attempts to assign or otherwise transfer its rights, obligations, or duties
under this Agreement except as provided in section 8.5 below.
2.2.2.3. Insolvent. The other party become insolvent or proceedings are instituted by or against it under
any provisions of any federal or state bankruptcy or insolvency laws.
2.2.3. Licensed Space on Termination. Within ninety (90) calendar days following the expiration of the
License Term or termination under Section 2.2, CSG shall remove the Electric Vehicle Charging
Stations and any other supporting or ancillary equipment installed by CSG from the Licensed Space
and restore the affected area to its former condition, excluding ordinary wear and tear; provided,
however, that any underground electrical wiring shall be capped off and secured, but not removed. For
the avoidance of doubt, CSG will not remove any equipment installed by a utility, which may include
but may not be limited to: transformers, junction boxes, primary cable and conduit and electric meters
and panels. Notwithstanding the foregoing, the Parties may elect for Host to take possession and
ownership of the Electric Vehicle Charging Stations for an agreed upon price.
2.2.4. No Further Obligations. Upon any termination pursuant to this ARTICLE 2, both parties are relieved
of any further obligations contained in this Agreement, except for those that by their nature survive or
may require performance after termination (e.g., indemnity).
3. ELECTRIC VEHICLE CHARGING STATIONS
3.1. Electric Vehicle Charging Stations; Ancillary Facilities.
3.1.1. The design, make, model, and manufacturer of the Electric Vehicle Charging Stations (each an
“Electric Vehicle Charging Station” or “Charging Station”) and their number and approximate
locations are specified in Exhibit A. CSG, at any time and for any reason during the License Term,
may elect to upgrade, revise, alter, or swap any Charging Station installed in the Licensed Space at its
sole discretion and Host shall provide CSG access to the Licensed Property as necessary to do so.
3.1.2. For purposes of this Agreement, “Electric Vehicle Charging Station” shall mean all electrical
equipment, hardware, and software installed by CSG, the Charging Stations, all CSG signage and all
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516
11/1/22
DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
supporting equipment and structures, including without limitation concrete pads and protective
bollards.
3.2. CSG may, with Host’s prior approval, include at the Licensed Space other additional services related to
charging of electric vehicles, equipment, or facilities for automobile upkeep that CSG may elect to offer its
customers from time to time during the Term. Additionally, CSG and its employees and vendors may, with
Host’s prior approval, perform security assessments and install (or add additional) reasonable security
features at the Electric Vehicle Charging Stations, including, without limitation, lighting, and cameras.
3.3. Access. CSG, its subcontractors, vendors and customers shall have access to the Licensed Space and
Necessary Space twenty-four (24) hours per day, seven (7) days per week, and 365/366 days per year. CSG
and its employees and vendors may, at any time during the Term, access the Licensed Space and Host
Property to maintain, inspect, repair, or replace any portion of the Electric Vehicle Charging Stations pursuant
to its obligations under this Agreement. In the event that the actions of Host, its officers, agents, employees,
contractors, or assigns prevent or limit access for more than two (2) days after Host’s receipt of written notice
thereof, the total monthly License Fee owed under section 1.3 shall be reduced by the pro rata value of the
monthly License fee attributable to each day that Access is limited or prevented, for so long as such
interruption may last, except as provided by section 8.9 herein. Any reduction of the License Fee under this
paragraph may be deducted from the License Fee paid the following month.
3.4. Signage. Signage at minimum will include what is legally required per law for electric vehicle charging
stalls. Additionally, CSG may paint, place, erect, or project signs, marks, or advertising devices in, on, or
about the Licensed Space or elsewhere on the Host Property upon obtaining Host’s written consent (which
may be granted or denied in Host’s commercially reasonable discretion). CSG shall, at its own cost and
expense, obtain any and all permits necessary for the installation of its signs, and CSG shall be solely
responsible for all costs and expenses associated with such permitting, the erection of such sign(s), and the
maintenance and operation thereof. Further, CSG and Host also agree to place signage on or around the
Electric Vehicle Charging Station, designating the area as “Electric Vehicle Charging Only,” and will take
reasonable measures to discourage non-EV vehicles from parking in the Licensed Space, including, without
limitation, towing. Host agrees that it shall not place any signs, marks, or advertising devices on any portion
of the Electric Vehicle Charging Station or in the Licensed Space without CSG’s prior written consent.
3.5. Installation.
3.5.1. CSG, at its sole cost, is solely responsible for supervising or conducting the construction and
installation activities for the Electric Vehicle Charging Station, and, as between the parties, has sole
control over construction, construction schedule, and installation means, methods, techniques,
sequences, and procedures, including the coordination of all work. Any construction and installation
activities must be performed by a licensed contractor.
3.5.2. CSG shall be solely responsible for all installation activities, as well as all other activities as set forth
in this Agreement required to support the operation of the charging stations and services therewith, for
the Electric Vehicle Charging Station, including furnishing all permits, materials, equipment, and labor
required for the installation, maintenance, operation, any necessary replacement and removal of the
Electric Vehicle Charging Station. This includes but is not limited to all work related to the
development of plans and documents for the Electric Vehicle Charging Stations, including plans and
documents for supplying power to the Electric Vehicle Charging Stations per all applicable laws and
regulations, including applicable utility standards and the requirements of governmental agencies with
jurisdiction. Except as may otherwise be limited by law, CSG shall be responsible for all loss and
damage, directly and indirectly, which may arise out of the services provided in this Agreement, or
from the action of the elements, or from any unforeseen difficulties which may arise or be encountered
in the prosecution of the work, unless such loss or damage arises, solely or in part, due to the
negligence, recklessness, or intentional conduct of the Host, in which case the Parties shall be
responsible for such loss or damage in proportion to their respective degrees of fault. Following the
installation, CSG shall activate and test the Electric Vehicle Charging Station.
3.5.3. Before beginning activities to install the Electric Vehicle Charging Station in the Licensed Space, CSG
shall give a copy of the tentative construction schedule, installation plans, Charging station
specifications, and Charging Station locations to Host for its approval, which is not to be withheld
unless plans conflict with Host use of property, facilities or requirements thereof. No work will begin
until all applicable permits and certifications have been obtained. Once parties’ respective
demonstration that all insurance coverages required by this Agreement are in place, CSG will oversee
and manage the installation of the Electric Vehicle Charging Station, including the hiring and
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
coordination of all vendors and contractors; the installation of electrical equipment, utility lines,
hardware, and software; site preparation, trenching, repaving, and landscaping; and installation of all
CSG branded signage.
3.5.4. CSG, at its sole cost, will obtain from applicable governmental authorities all licenses, permits, or other
approvals required to install the Electric Vehicle Charging Station, and Host will reasonably cooperate
upon request with CSG’s efforts to do so.
3.5.5. Host grants to CSG and its employees and vendors the non-exclusive right to use and occupy the
Licensed Space and Host’s Property for the construction and installation of the Electric Vehicle
Charging Station and shall confine its operations strictly to those sites permitted by applicable law,
ordinances, permits, Host, and the terms of this Agreement. Only those materials and equipment that
are being used directly in the construction and installation of Electric Vehicle Charging Station shall
be brought to and stored on the Licensed Space and its adjacent areas. CSG shall ensure that, subject
to reasonable and unavoidable interruptions, all work is performed in a manner that affords continuous,
reasonable access to Host Property.
3.5.6. CSG will not permit or suffer any mechanic’s or materialmen’s liens to attach to the Licensed Space
as a result of the installation of the Electric Vehicle Charging Station. If such a lien attaches to the
Licensed Space, CSG shall remove or bond over such lien at CSG’s sole cost and expense, within
twenty (20) days of CSG receiving written notice thereof from Host.
3.5.7. Ownership of Intellectual Property and Charging Stations. CSG owns all worldwide right, title, and
interest in and to the Electric Vehicle Charging Station, its related hardware, software, and all
derivatives thereof; any processes, relationships, and contracts associated therewith; all related
graphics, user interfaces, logos, and trademarks reproduced during its operation; and all Intellectual
Property rights therein. Host hereby assigns all such rights to CSG and agrees to execute any
documents desirable to effectuate or evidence the foregoing. The foregoing rights shall vest with CSG
upon the Effective Date and shall remain with CSG in perpetuity absent CSG’s disposing or
transferring of such rights at its sole discretion. CSG shall have the right to remove all or a portion of
the Charging Station at any time during the License Term, whether or not said items are considered
fixtures and attachments to the Licensed Space under applicable laws. CSG shall be responsible for
restoring the Host Property to reflect a pre-project condition per section 2.2.3. CSG shall have sole
right and title to any government grants, rebates, incentives, and credits awarded as a result of the
construction and/or operation of the charging stations.
3.6. Operation and Maintenance. Except as otherwise provided in this Agreement, CSG will, at its sole cost and
expense, maintain and operate the Electric Vehicle Charging Station, including maintaining the cleanliness
and proper working order of the Electric Vehicle Charging Stations and Licensed Space at all times, ensuring
the proper care and maintenance of the area immediately surrounding the Electric Vehicle Charging Stations,
making all necessary repairs, arrange for appropriate remote monitoring, and obtaining and installing
appropriate software and hardware upgrades. CSG shall regularly provide inspection services to ensure all
equipment is properly checked, tested, and activated for safe and proper operation. CSG shall provide a
network communications system capable of monitoring the Electric Vehicle Charging Stations for error or
malfunction at all times. CSG shall address repairs or replacements of non-functioning Electric Vehicle
Charging Stations within five (5) calendar days of notice of such issues provided, however, that CSG shall
not be responsible for delays in procurement of replacement components or materials. CSG shall, other than
expressly stated herein, be the sole beneficiary of all revenues and costs associated with the foregoing. All
damage or injury to the Electric Vehicle Charging Stations, whether requiring structural or nonstructural
repairs, shall be repaired by CSG at CSG’s sole cost and expense, to the condition that existed before the
damage, other than in cases where damage is caused by Host. The user fee to be charged to users is limited
to $.75/kwh unless approved by Host.
3.7. Host Obligations. Host shall, at its sole cost and expense, take all actions necessary to maintain the Licensed
Space in a clean, safe, and orderly condition, to at least the same standard as it customarily maintains the
common areas at the Host Property, including, without limitation, parking lot sweeping, parking lot snow
removal, parking lot repaving and restriping, and maintenance and repair of curbs, gutters, and landscaping
features within the Licensed Space. In addition, Host shall take reasonable precautions to protect the Electric
Vehicle Charging Station from graffiti and other vandalism. For the avoidance of doubt, Host shall be under
no obligation to maintain the Electric Vehicle Charging Station, signage or any other equipment installed by
CSG within the Licensed Space. To the extent Host has actual knowledge of the same, Host shall promptly
notify CSG and, as appropriate, emergency response personnel regarding any malfunction of the Electric
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
Vehicle Charging Station. Host shall make commercially reasonable efforts to accommodate any reasonable
request by CSG in connection with the operation of the Charging Station upon mutual agreement.
3.8. Utility Availability.
3.8.1. CSG shall be responsible for all electricity costs of the Electric Vehicle Charging Station. CSG shall,
at its sole expense, either (i) ensure that the Electric Vehicle Charging Stations contains separately-
metered electricity with CSG as the customer of record for such meter, or (ii) install one or more sub-
metering devices which measure in kWh the electricity used by the Electric Vehicle Charging Station,
in which case CSG will pay Host for the electricity used by the Electric Vehicle Charging Station at
the applicable per kWh rate, or as otherwise mutually agreed by the parties.
3.8.2. Host shall cooperate with CSG to obtain electricity and any other utilities necessary to operate the
Electric Vehicle Charging Station, including by granting appropriate easements to local utility
providers for the location of necessary utilities; provided, however, that Host is not required to pay
money to satisfy the requirements of the utility, or CSG associated with the provision of such utilities.
3.8.3. Neither Host nor CSG has any responsibility or liability for interruption, curtailment, failure, or defect
in the supply or character of utilities furnished to facilities or equipment located in the Licensed Space,
unless the cause of the interruption is covered by the party’s indemnity provided for in ARTICLE 7.
3.9. Taxes. CSG is solely responsible for personal property taxes imposed on the Electric Vehicle Charging
Station, and any other equipment installed by it, that is located in the Licensed Space.
3.10. CSG represents and maintains that it is skilled in the professional calling necessary to perform the services
required by this Agreement. CSG’s services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill ordinarily
exercised by members of the profession currently practicing under similar conditions. CSG warrants that all
emp loyees and contractors shall have sufficient skill and experience to perform the work assigned to them.
CSG represents that it, its employees, and contractors have all licenses, permits, qualifications and approvals
of whatever nature that are legally required to perform the services required by this Agreement and that such
licenses and approvals shall be maintained throughout the term of this Agreement.
4. INTELLECTUAL PROPERTY; PUBLICITY
4.1. Intellectual Property. As used in this Agreement, “Intellectual Property” means all copyrights, patents,
trademarks and service marks, names, logos, designs, domain names, generic Top-Level Domain names, all
registrations for copyrights, patents, trademarks and service marks/names, domain names, generic Top-Level
Domain names, trade secrets, know-how, and all unique concepts, information, data and knowledge that is
eligible for legal protection under applicable laws as intellectual property, whether protected through
confidentiality, registration or pending registration, regardless of form, whether disclosed in writing,
electronically, orally or through visual means, whether learned or obtained orally, through observation,
through the discharge of responsibilities under this Agreement, or through analysis of that information, data
or knowledge.
4.1.1. Host Intellectual Property. The parties agree that, as between them, Host has and retains ownership
of all of Host’s Intellectual Property, and CSG has no right, and shall not obtain any right, in any Host
Intellectual Property.
4.1.2. CSG Intellectual Property. The parties agree that, as between them, CSG has and retains ownership of
all of CSG’s Intellectual Property, and Host has no right, and shall not obtain any right, in any CSG
Intellectual Property.
4.2. Ownership of Drawings and Other Documents. All documents prepared by or under the direction of CSG
pursuant to this Agreement, including, without limitation, drawings, surveys, technical drawings,
specifications, and other documents, including those in electronic format, are solely and exclusively CSG
Intellectual Property, and CSG retains all common law, statutory and other reserved rights, including the
copyright.
4.3. Publicity.
4.3.1. CSG and Host may make general press releases and statements, hold press conferences, both through
traditional and electronic media, including websites created by CSG or other third parties, regarding
the execution of this Agreement and the status of the activities contemplated herein.
4.3.2. Notwithstanding anything to the contrary within this Agreement, CSG may advise mapping services,
the manufacturers of vehicle navigation systems, map data providers, and other third-parties of the
existence, location, and other details of the Electric Vehicle Charging Stations at the Licensed Space
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
so that such services and manufacturers may include such information in connection with their
mapping and listing services and navigation systems; and CSG may disclose to the public information
about the location of the Electric Vehicle Charging Stations and the progress of its construction as
required by governmental authorities. In addition, the parties may provide copies of this Agreement or
portions hereof to utility providers, governmental authorities, and/or third parties referenced in Section
5.2.1 as reasonably necessary or desirable to facilitate or effectuate the intents and purposes of this
Agreement.
5. REPRESENTATIONS AND WARRANTIES; COVENANTS
5.1. Representations and Warranties. Each of Host and CSG hereby represents and warrants to the other as of the
Effective Date that: (a) it has all necessary power and authority to execute, deliver, and perform its obligations
hereunder; (b) the execution, delivery, and performance of this Agreement have been duly authorized by all
necessary action and do not violate any of the terms or conditions of its governing documents, any contract
to which it is a party, or any law, rule, regulation, order, judgment, or other legal or regulatory determination
applicable to it; (c) there is no pending or, to its knowledge, threatened litigation or administrative proceeding
that may materially adversely affect its ability to perform this Agreement; (d) it is duly organized and validly
existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws,
in good standing; (e) this Agreement constitutes a legal, valid and binding obligation of such party, except as
the enforceability of this Agreement may be limited by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of
equity; and (f) at all times during the Term, it will comply with all federal, state, and local laws, rules,
regulations (including, without limitation, all zoning ordinances and building codes) in performing its
obligations under this Agreement.
5.2. Rights to Host Property. Permitted Uses on Host Property.
5.2.1. Host further represents, warrants and covenants that it has obtained or it shall obtain any and all
consents, permits or approvals required in order for Host to grant the License and other rights and
perform its obligations under this Agreement, and for CSG to take the actions with respect to the
Licensed Space contemplated in this Agreement, from any third parties: (i) with an interest in the Host
Property (including, without limitation, any owner, lender, lessee, ground lessor, or any party to any
reciprocal easement agreement); (ii) whose consent is otherwise required under conditions, covenants
and restrictions documents, declarations or similar agreements affecting the Host Property: or who
exercise governmental or regulatory jurisdiction over the Host Property, including local and state
governments. When obtaining consent, permit or permissions is required, Host and CSG shall use
cooperative commercially reasonable efforts to contact and educate the applicable third parties of the
terms, conditions, and benefits of the activities proposed to be taken pursuant to this Agreement. As
part of that effort, the parties will, on request, include applicable necessary third parties as additional
named insureds on the insurance policies required by ARTICLE 6, offer appropriate indemnities on
terms similar to those stated in ARTICLE 7, satisfy reasonable third party requests and concerns
regarding the Electric Vehicle Charging Stations and related items, and take other commercially
reasonable steps required to obtain any required consent, permits or permissions of those third parties
that is consistent with this Agreement.
5.2.2. Host further represents and warrants that there are no liens, judgments, encumbrances, or other
impediments of title on the Host Property that would adversely affect the use or occupancy of the
Licensed Space by CSG pursuant to this Agreement, and during the Term of this Agreement covenants
to maintain the Host Property free of any such liens, judgments, encumbrances or other impediments.
6. INSURANCE; CASUALTY AND CONDEMNATION
6.1. CSG Insurance.
6.1.1. During the License Term, CSG shall maintain in full force and effect, at its cost and expense, the
following coverages and amounts of insurance:
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
6.1.1.1. Full replacement cost Property Insurance (written on a “special perils” basis) for the Electric
Vehicle Charging Stations and all other personal property, machinery, equipment and trade
fixtures owned by CSG;
6.1.1.2. Statutory Worker’s Compensation Insurance, and Employer’s Liability limits of
$1,000,000.00 per accident/per employee;
6.1.1.3. Commercial General Liability Insurance, written on an occurrence basis, covering bodily injury
(including death), personal injury, and property damage, with limits of not less than
$1,000,000.00 per occurrence, that includes coverage for contractual liability, independent
contractors, premises/operations, products/completed operations, and cross liabilities/separation
of insureds; CSG shall consider its own insurance primary, and shall not seek contribution from
similar insurance being maintained by the Host, but only as to the negligent acts or omissions of
CSG or the CSG Parties.
6.1.1.4. Automobile Liability with a combined single limit of $1,000,000.00 that includes coverage for
owned, non-owned and hired vehicles; and
6.1.1.5. $5,000,000.00 in excess liability coverage per occurrence, for injuries, losses, claims for
damages to persons or property occurring on the Licensed Space, and resulting from the use of
the Electric Vehicle Charging Station, the occupancy of the Licensed Space and/or the
negligence of CSG and its agents, contractors, employees or invitees, which coverage shall sit
excess of the scheduled underlying General Liability, and Automobile Liability and Employer’s
Liability Insurance policies with exclusions that are no more broad that those contained in the
underlying policies.
6.1.2. The insurance required under this Section 6.1 shall not be cancelable without thirty (30) days
advance written notice to Host.
6.1.3. With respect to CSG’s Commercial General Liability Insurance, Automobile Liability Insurance and
Excess Liability Insurance, include Host, its elected officials, officers, employees, agents, and
volunteers as additional named insureds by original endorsement with respect to liability arising out of
the ownership, maintenance or use of the Electric Vehicle Charging Station or the Licensed Space prior
to commencement of services.
6.1.4. For any claims related to this Agreement, CSG’s insurance coverage shall be primary with respect to
the Host and its respective elected officials, officers, employees, agents, and volunteers. Any insurance
maintained by Host and its respective elected officials, officers, employees, agents, and volunteers
shall be in excess of CSG’s insurance and shall not contribute with it. For Worker’s Compensation
and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and
contribution it may have against Host, its elected officials, officers, employees, agents and volunteers.
6.1.5. Annually, CSG shall provide Host with a certificate of insurance and endorsements, evidencing the
required coverages.
6.2. . Host Insurance
6.2.1. During the License Term, Host shall maintain in full force and effect standard municipal liability
coverage through the League of Minnesota Cities Insurance
6.3. Policy Requirements. The insurance policies required under Sections 6.1 shall:
6.3.1. be issued by insurance companies licensed to do business in the state in which the Host Property is
located, with a general policyholder’s ratings of at least “A-” and a financial rating of at least “Class
VIII,” in the most current Best’s Insurance Reports available on the Commencement Date; if the Best’s
ratings are changed or discontinued, the parties shall agree to a comparable method of rating insurance
companies;
6.4. Waiver. Anything in this Agreement to the contrary notwithstanding, to the extent covered by any property
insurance maintained (or required to be maintained) hereunder, each party hereby waives every right or cause
of action for any and all loss of, or damage to (whether or not such loss or damage is caused by the fault or
negligence of the other party or anyone for whom said other party may be responsible) the Host Property, the
Licensed Space, the Electric Vehicle Electric Vehicle Charging Stations, or any improvements on any of the
foregoing, or to the personal property of either party, or their respective affiliates, representatives, agents,
officers, directors, managers, members, shareholders, partners, contractors, or employees, regardless of cause
or origin. These waivers and releases shall apply between the parties, and they shall also apply to any claims
under or through either party as a result of any asserted right of subrogation.
6.5. Casualty and Condemnation.
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
6.5.1. Damage. If any portion of the Licensed Space is damaged by fire or other casualty; or any portion of
the Host Property is damaged by fire or other casualty caused by the negligent act or omission of CSG,
CSG will have thirty (30) days from date of such fire or casualty to elect to repair the property with
notice of such intent delivered in writing to Host. If no written notice is received by Host within that
thirty-day period, then either party may, within forty-five (45) days of the date of such fire or other
casualty elect to terminate the License on written notice to the other party. If CSG elects to repair such
property, it shall restore, rebuild, or replace those portions of the Electric Vehicle Charging Station in
the Licensed Space and any other property damaged as a result of such fire or other casualty to its prior
or better condition as necessary, and all property insurance proceeds of Host applicable to the Licensed
Space shall be made available to CSG in connection with such repair and restoration. If CSG elects to
terminate the License, it shall remove all of CSG’s property from the Licensed Space in accordance
with Section 2.2.2 of this Agreement. Any repair and restoration required by CSG under this Section
6.5.1 shall commence within sixty (60) days of the date CSG elects to repair and restore the Licensed
Space and shall be completed no later than 180 days thereafter.
6.5.2. Condemnation/Taking. If any portion of the Licensed Space or Host Property is condemned or taken
in any manner for a public or quasipublic use that could adversely affect the use of the Electric Vehicle
Charging Station, then CSG may elect to terminate this Agreement effective as of the date title to the
condemned portion of the Host Property is transferred to the condemning authority. If CSG does not
elect to terminate, the parties will use commercially reasonable efforts to find an alternate location for
the Electric Vehicle Charging Stations elsewhere on Host Property. The costs of the relocation of the
Electric Vehicle Charging Stations shall be paid by CSG. CSG may file a separate claim to the
condemning authority for any relocation award made as a result of such condemnation; provided,
however, in no event shall such claim reduce the Host’s award related to the condemnation or taking.
6.5.3. Suspension of Term. During any time that the Electric Vehicle Electric Vehicle Charging Station or
any portion of the Licensed Space is under repair or being relocated pursuant to this Section 6.5, the
Term shall be temporarily suspended on a day-for-day basis and the total monthly License Fee owed
under section 1.3 shall be reduced by the pro rata value of the monthly License fee attributable to each
day that Access is limited or prevented, for so long as such interruption may last, except as provided
by section 8.9 herein.
7. INDEMNITY; LIMITATION OF LIABILITY
7.1. CSG. Subject to Sections 6.4, and 7.3, CSG shall indemnify and hold harmless Host, its elected and appointed
officials, employees, and agents (individually, “Host Party” and, collectively, the “Host Parties”) from and
against all claims, demands, causes of action, liabilities, costs, damages, losses, penalties, fines, judgments
or expenses, including reasonable attorneys’ fees and costs of collection (collectively, “Losses”), including
but not limited to Losses arising from injuries to or death of persons (CSG’s employees included), for damage
to property, including property owned by the Host, for any violation of any federal, state, or local law or
ordinance or any manner arising out of, pertaining to, or resulting (i) any breach by CSG of its obligations,
representations or warranties under this Agreement, or (ii) any acts, errors, or omissions, or the willful
misconduct or negligence of CSG, its officials, officers, employees, subcontractors, consultants or agents in
connection with the performance of this Agreement, except to the extent caused by the sole negligence or
willful misconduct of any Host Party The obligations of CSG under this Section shall survive the expiration,
cancellation, or termination of this Agreement and Term. Under no circumstances shall the insurance
requirements and limits set forth in this Agreement be construed to limit CSG’s indemnification obligation
or other liability under this Agreement.
7.2. Host. No officer or employee of Host shall be personally liable to the CSG, or any successor-in-interest, in
the event of any default or breach by Host for any amount which may become due to the CSG or its successor,
or for breach of any obligation of the terms of this Agreement. Notwithstanding anything to the contrary, the
Host’s liability under this Agreement is subject to the statutory limits of liability provided under Minn. Stat.
Ch. 466,
7.3. Limitation of Liability. In no event shall either party be liable (in contract or in tort, including negligence and
strict liability) to such other party or its Related Parties for any special, indirect, or consequential damages
relating to the Agreement. The entire liability of each party for any and all claims of any kind arising from or
relating to the Agreement will be subject in all cases to an affirmative obligation on the part of the other party
to mitigate its damages. Each party’s total liability for any and all liability to the other party and to such other
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
party’s affiliates or their respective representatives, agents, officers, directors, shareholders, partners or
employees (on an aggregate basis) arising out of or in connection this Agreement whether in contract or in
tort (including negligence and strict liability) shall not exceed the greater of ONE MILLION FIVE
HUNDRED THOUSAND DOLLLARS ($1,500,000.00) or, if insurance coverage is applicable, the
insurance coverage limits required under this Agreement. The provisions of this Section 7.3 shall apply to
the full extent permitted by law and shall survive termination of this Agreement. The entire liability of each
party for any and all claims of any king arising from or relating to the Agreement will be subject in all cases
to an affirmative obligation on the part of the other party to mitigate its damages.
8. MISCELLANEOUS
8.1. Brokers. CSG hereby represents to Host that CSG has dealt with no broker in connection with this
Agreement. Host hereby represents to CSG that Host has dealt with no broker in connection with this
Agreement. Each party agrees to indemnify and hold the other party, its members, principals, beneficiaries,
partners, officers, directors, employees, and agents, and the respective principals and members of any such
agents harmless from all claims of any brokers claiming to have represented such party in connection with
this Agreement.
8.2. Independent Agreements. The parties acknowledge and agree that the rights and obligations under the
Agreement are separate and independent from, and shall not be conditioned on or affected by the performance
or non-performance of the terms of, any other agreement between CSG and Host.
8.3. Survival of Covenants. The covenants, representations, and agreements of Sections 2.2.3, 2.2.4, 3.56, 3.6,
4.1, 4.2, 4.3.2, 5.1, 6.4, 7, and 8 shall survive the expiration, termination, or cancellation of this Agreement,
regardless of reason.
8.4. Notice. Any notice provided or permitted to be given under this Agreement must be in writing and be served
either by (i) deposit in the mail, addressed to the party to be notified, postage prepaid, and registered or
certified, with a return receipt requested, or (ii) deposit with an internationally recognized overnight delivery
carrier, with notice of delivery to the recipient party. Notice given by registered or certified mail or overnight
carrier shall be deemed delivered and effective on the date of delivery shown on the return receipt or proof
of receipt. For purposes of notice the addresses of the parties shall be as follows:
If to CSG:
CSG EV LLC
600 B Street Suite 300
San Diego, CA 92101
Attn: Kory Trapp, V.P. Project Development
If to Host:
City of Chanhassen
7700 Market Boulevard
Chanhassen, MN 55317
Attn: City Manager
Each party may change its address for notice by giving notice thereof to the other party.
8.5. Assignment. This Agreement is binding on and inures to the benefit of the parties and their respective heirs,
successors, assigns, and personal representatives. Neither party may assign its rights and obligations in and
under this License without first obtaining prior written consent of the other party, which shall not be
unreasonably withheld; provided, however, that either party may assign its rights and obligations in and under
the Agreement to an affiliate, subsidiary or successor by merger or acquisition, or successor to all or
substantially all or a portion of the assets of such party at any time and without consent. For the avoidance of
doubt, and notwithstanding anything to the contrary within this Agreement, assignment or transfer of all or a
portion of Host’s interests in the Host Property shall not require the consent of CSG, subject to such assignee
or transferee assuming all of Host’s obligations and liabilities of this Agreement.
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
Notwithstanding anything to the contrary herein, CSG may assign its rights and obligations in and under this
Agreement, at its sole discretion, without consent, to any third-party transferee of all or substantially all of
CSG’s interest in the Electric Vehicle Charging Station, subject to its provision of written notice thereof to
Host.
8.6. Independent Entities. The parties shall act as and remain independent entities in the performance of this
Agreement. Nothing in the Agreement shall be deemed or construed to create a joint venture, partnership,
fiduciary, or agency relationship between the parties for any purpose, and the employees of one party shall
not be deemed to be the employees of the other party. Except as otherwise stated in this Agreement, neither
party has any right to act on behalf of the other, nor represent that it has such right or authority.
8.7. Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws
of the State of Minnesota without giving effect to conflict of law rules. The parties further agree that all
actions brought under this Agreement shall be brought in the courts located in Hennepin County, regardless
of location of the Host Property.
8.8. Further Assurances. Each party agrees to execute (and acknowledge, if requested) and deliver additional
documents and instruments and to perform additional acts as may be reasonably necessary or appropriate to
effectuate, carry out, and perform all of the terms, provisions and conditions of this Agreement.
8.9. Force Majeure. Change in Law. Neither party is responsible for any delay or failure in performance of any
part of the Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, embargo,
government requirement, civil or military authority, act of God, act or omission of carriers, suppliers or other
similar causes beyond the party’s control. If any rule, directive, order, decision, or law adversely impacts the
ability for CSG to perform its obligations under the Agreement without becoming licensed or otherwise
regulated by a public utility commission or analogous agency in the relevant jurisdiction, CSG may, at its
option, immediately suspend performance under the Agreement and/or terminate the Agreement upon notice
to Host and without penalty.
8.10. Attorneys’ Fees; Waiver of Jury Trial. If either party institutes a suit against the other for violation of or to
enforce any covenant, term or condition of this Agreement, the prevailing party shall be entitled to
reimbursement of all of its costs and expenses, including, without limitation, reasonable attorneys’ fees. The
parties hereby waive any and all rights which either party may have to request or require that a jury determine
any fact, matter, controversy, dispute or litigation between them, or render any judgment or decision, in any
way concerning this Agreement, and agree that any and all litigation between them arising from or in
connection with this Agreement shall be determined by a judge sitting without a jury.
8.11. No Waiver. The failure of a party to insist on strict performance of any provision of the Agreement does not
constitute a waiver of, or estoppel against asserting, the right to require performance in the future. A waiver
or estoppel given in any one instance does not constitute a waiver or estoppel with respect to a later obligation
or breach.
8.12. No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies on any person other
than the parties and their respective successors and permitted assigns.
8.13. Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any right or
remedy by any party does not preclude or waive its right to use any or all other remedies. These rights and
remedies are given in addition to any other rights a party may have under applicable law, in equity or
otherwise.
8.14. Integration; Amendments. It is agreed and understood that this Agreement contains all agreements, promises
and understandings between the parties, and that there are no verbal or oral agreements, promises or
understandings between the parties. Any amendment, modification or other change to this Agreement shall
be ineffective unless made in a writing signed by the parties hereto.
8.15. Severability. If any term of this Agreement is held by any court of competent jurisdiction to contravene, or
to be invalid under, the laws of any political body having jurisdiction over this subject matter, that
contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be
construed as reformed to the extent necessary to render valid the particular provision or provisions held to be
invalid, consistent with the original intent of that provision and the rights and obligations of the parties shall
be construed and enforced accordingly, and this Agreement shall remain in full force and effect as reformed.
8.16. Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect
as if all the parties had signed the same document; all counterparts shall be construed together and shall
constitute one and the same instrument. The delivery of an executed counterpart to this Agreement by
electronic means (including via email) shall be as effective as the delivery of a manually executed counterpart.
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
8.17. Construction. The headings in this Agreement are inserted for convenience and identification only. When
the context requires, the number of all words shall include the singular and the plural. In this Agreement,
words importing any gender include the other genders and the words including, includes and include shall be
deemed to be followed by the words without limitation. All documents or items attached to, or referred to in,
this Agreement are incorporated into this Agreement as fully as if stated within the body of this
8.18. Agreement. The Agreement expresses the mutual intent of the parties to this Agreement and the rule of
construction against the drafting party has no application to this Agreement.
Signature Page Follows:
Effective as of the date first set forth above.
HOST:
CITY OF CHANHASSEN, a Minnesota City
By: ____________________________________
Elise Ryan, Mayor
By: ____________________________________
Laurie Hokkanen, City Manager
CSG:
CARBON SOLUTIONS GROUP LLC,
a Delaware limited liability company
By: ____________________________________
Name: __________________________________
Title:____________________________________
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
Kory Trapp
SVP - Project Development
EXHIBIT A
DESCRIPTION OF HOST’S PROPERTY
Description of Host Property: Various City/Government Owned Properties
Address Number of
Chargers Charger Type Number of Parking
Spaces
Chanhassen City Hall
7700 Market Blvd. Chanhassen, MN 55317
1
1
Level 2
DCFC 180 kW
2
2
Lake Ann Park
1456 W 78th St. Chanhassen, MN 55317 1 DCFC 180 kW 2
Lake Susan Park
903 Lake Dr. Chanhassen, MN 55317 1 DCFC 180 kW 2
Bandimere Park
9290 Kiowa Trail Chanhassen, MN 55317 2 DCFC 24 kW 2
Chanhassen Rec Center
2310 Coulter Blvd. Chanhassen, MN 55317 1 DCFC 180 kW 2
Public Parking Near Medical Arts Bldg.
480 West 78th St. Chanhassen, MN 55317 1 DCFC 180 kW 2
Public Parking South of Tequila Butcher 1 DCFC 180 kW 2
Public Works Building
7901 Park Place, Chanhassen, MN 55317 1 DCFC 180 kW 2
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
Exhibit B
UTILIZATION ANNUAL BONUS TABLE
Revenue Share = Average Annual Utilization % - Utilization Threshold % x Utilization Bonus
Station Utilization
Bonus
Utilization
Threshold %
Average
Annual
Utilization
Annual Utilization Bonus
Payment
Level 2 $15 5%
1% $0.00
2% $0.00
3% $0.00
4% $0.00
5% $0.00
6% $15.00
7% $30.00
8% $45.00
9% $60.00
10% $75.00
11% $90.00
12% $105.00
13% $120.00
14% $135.00
15% $150.00
16% $165.00
17% $180.00
18% $195.00
19% $210.00
20% $225.00
etc… etc..
Station Utilization
Bonus
Utilization
Threshold %
Average
Annual
Utilization
Annual Utilization Bonus
Payment
DCFC 24 kW $25 5%
1% $0.00
2% $0.00
3% $0.00
4% $0.00
5% $0.00
6% $25.00
7% $50.00
8% $75.00
9% $100.00
10% $125.00
11% $150.00
12% $175.00
13% $200.00
14% $225.00
15% $250.00
16% $275.00
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
17% $300.00
18% $325.00
19% $350.00
20% $375.00
etc… etc..
Station Utilization
Bonus
Utilization
Threshold %
Average
Annual
Utilization
Annual Utilization Bonus
Payment
DCFC 180 kW $50 5%
1% $0.00
2% $0.00
3% $0.00
4% $0.00
5% $0.00
6% $50.00
7% $100.00
8% $150.00
9% $200.00
10% $250.00
11% $300.00
12% $350.00
13% $400.00
14% $450.00
15% $500.00
16% $550.00
17% $600.00
18% $650.00
19% $700.00
20% $750.00
etc… etc..
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
Schedule I
IDENTIFICATION OF LOCATION OF LICENSED SPACE AND ELECTRIC VEHICLE CHARGING STATIONS
To be determined working with city staff
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48
Schedule II
ELECTRIC VEHICLE CHARGING STATION SPECIFICACTIONS
(or comparable model) ChargePoint Dual Port Level 2 Model: CT4021 https://www.chargepoint.com/products/guides/#ct4000
ABB Model: 24kW DCFC Terra Wallbox https://library.e.abb.com/public/e45b30fbe9b6471e8417e58649b05515/ABB_Terra_DC-Wallbox-UL_R4_Data-Sheet.pdf ABB 180 kW DCFC Model: Terra 184 https://library.e.abb.com/public/64d932d738764761b16b7d0c68b7a5ba/Terra-94-124-184_UL_Product-Guide_C.pdf
DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516DocuSign Envelope ID: 4B503839-9FF1-4FA9-BA9E-137054E76F48