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HomeMy WebLinkAbout4.7 Agreement with California Automotive Retailing Group, Inc. for General Motors Dealer Community Charging Program at Don Biddle Community Parkr DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL DATE: May 16, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager Agenda Item 4.7 SU B.ECT : Agreement with California Automotive Retailing Group, Inc. for General Motors Dealer Community Charging Program at Don Biddle Community Park Prepared by: Andrew Russell, Public Works Director, and Jordan Foss, Management Analyst II EXECUTIVE SUMMARY: The City Council will consider approving an agreement with California Automotive Retailing Group, Inc. to allow for the construction, installation, and operation of electric vehicle charging stations at Don Biddle Community Park. STAFF RECOMMENDATION: Adopt the Resolution Approving an Agreement with California Automotive Retailing Group, Inc. for the General Motors Dealer Community Charging Program. FINANCIAL IMPACT: There is no impact to the General Fund associated with the construction and installation of the electric vehicle (EV) chargers for the first five years of the agreement term. California Automotive Retailing Group, Inc., will bear the construction and installation costs, as well as the operations and maintenance costs for five years after installation. At the end of the five years, the City would assume maintenance and operation of the chargers. Certain ongoing City costs are offset by revenues received from fees charged to users of the EV chargers. DESCRIPTION: On February 21, 2023, the City Council authorized Staff to proceed negotiating with the California Automotive Retailing Group, Inc. (Dealer) to provide electric vehicle (EV) charging stations at a City of Dublin facility, in accordance with and subject to the conditions of the General Motors Community Charging Program (Program). The Program seeks to install 40,000 Level 2 EV charger stations in GM dealers' communities across the United States and Canada. These EV charger stations are publicly available to all EV customers, not just those that purchase a GM EV. The Page 1 of 4 123 Program chargers are manufactured by FLO and EV customers will need a FLO account or app to receive service at the chargers. The Program requires participating GM dealers to enter into a Site Hosting Agreement (Agreement) with the owner of the property where the EV chargers will be installed and operated. The Dealer and Staff drafted an Agreement (Attachment 2) that allows the Dealer to install five dual -port EV charging stations at Don Biddle Community Park in the parking lot along Horizon Drive. The Agreement requires the Dealer to obtain and pay for all necessary permits and approvals for the EV charging station installation. The minimum term of the Agreement is ten years. The Dealer is responsible for the maintenance, repair, and replacement of the EV chargers for the first five years, after which the City assumes these responsibilities. The Dealer has proceeded at risk with assembling a design and construction team which has prepared construction drawings and applied for a building permit. The Dealer has also ordered the five dual -port charging stations from GM, with the goal of entering into the Agreement with the City and completing installation of the EV chargers by July 1, 2023. Charger Branding The Program stipulates that the EV chargers include only GM, Dealer, and FLO. GM will not allow other branding, such as a City of Dublin logo. The branding design for the EV chargers proposed for Don Biddle Community Park has not been completed. A GM representative provided an example EV charger panel and indicated similar branding design for this project. Data Collection. Use. and Privacy The Agreement, Section 13. Data Collection, provides that GM, the Dealer, and FLO, may collect usage data supplied from the EV chargers during the term of the agreement. The City will have access to EV charger data as supplied by FLO through the Site Host account on the FLO web portal. According to the terms and conditions of FLO, the City will have access to the following information through the web portal: • Display showing status of each Park (a subgroup of EV charging stations connected to the same communications gateway). Page 2 of 4 124 • Display showing status of each Charging Station. • Access to Park and Charging Station usage data, including energy consumption, charging duration and monetary transactions, with the ability to set date ranges for reporting and export data as a .CSV file. • Ability to set Charging Fees, subject at all times to applicable law. • Ability to authorize private access by Owner's designates to the Charging Station through the Owner's Web Portal by adding Access Cards or mobile application credentials in the memory of the Charging Station. • Remote configuration of Charging Station, including remote troubleshooting and remote restart. EV owners that want to use the FLO chargers must create a FLO User Account, which requires the provision of first name, last name, email address, and user -chosen password. The user must also agree to FLO's Drivers Terms of Use. To use a FLO charger that requires a charging fee, FLO users must deposit a minimum of $10 into their FLO User Account, using a Visa, Mastercard, or American Express credit card. FLO Users can initiate a charging session using the FLO Mobile App, which is subject to FLO's terms and the terms of Apple's App Store or Google's Play Store, an optional FLO Access Card (RFID card) linked to their account, or by calling a toll -free number on the charging station and providing their FLO member number. Receipts for the charging sessions are only provided to the email address specified in the FLO User Account. No physical receipt option is available, which is consistent with the City's other EV chargers and is the industry standard. According to the FLO Privacy Policy, FLO may collect the following personal information from FLO Users: • your name; • your address; • your date of birth; • your email address; • your phone number; • your use of the FLO Network, such as your power consumption, the date of use, your geolocation and other similar information; • your electric vehicle model; • identifiers such as cookies, IP addresses, and mobile device IDs that recognize individuals over time and across different websites or online services, where those identifiers can be reasonably linked to an identifiable individual; and • details about problems using the FLO Network you may have experienced. • Use subheadings to separate information for complicated items. Sub -headings should be underlined, not bolded or all caps. The FLO Privacy Policy also indicates that FLO can collect data or record communications when users contact FLO via telephone, websites, email, and through the FLO App. The current FLO Drivers Terms of Use and FLO Privacy Policy is included as Attachment 4. Page 3 of 4 125 STRATEGIC PLAN INITIATIVE: Strategy 3: Infrastructure Maintenance and Reinvestment Objective 3E: Continue to implement measures identified in the Climate Action Plan. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) Resolution Approving An Agreement with California Automotive Retailing Group, Inc. for the General Motors Community Charging Program 2) Exhibit A to the Resolution - Site Hosting Agreement with California Automotive Retailing Group, Inc. 3) General Motors Dealer Community Charging Guidelines 4) FLO Driver Terms of Use and Privacy Policy 5) City Council Staff Report dated February 21, 2023 (without attachments) Page 4 of 4 126 Attachment I RESOLUTION NO. XX — 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AN AGREEMENT WITH CALIFORNIA AUTOMOTIVE RETAILING GROUP, INC. FOR THE GENERAL MOTORS DEALER COMMUNITY CHARGING PROGRAM WHEREAS, the City Council of the City of Dublin adopted the City of Dublin Climate Action Plan 2030 and Beyond (CAP 2030) on September 15, 2020, and CAP 2030, Measure SM-2, Develop an Electric Vehicle Infrastructure Plan, includes a goal to add 184 new publicly accessible EV chargers in Dublin by 2030; and WHEREAS, General Motors (GM) Dealer Community Charging Program was announced in late 2021 and seeks to install up to 40,000 Level 2 electric vehicle (EV) charging stations across the United States and Canada at key locations in GM dealers' respective communities, including workplaces, multi -unit dwellings, sports and entertainment venues and college and universities, among others; and WHEREAS, in furtherance of the GM Dealer Community Charging Program, California Automotive Retailing Group, Inc. (Dealer) desires to install electric vehicle (EV) charging stations at Don Biddle Community Park; and WHEREAS, the GM Dealer Community Charing Program requires a Site Hosting Agreement between the City and the Dealer for the Dealer to install five dual -port EV charging stations at Don Biddle Community Park; and WHEREAS, the City and Dealer desire to enter into the Site Hosting Agreement to allow the Dealer to install the five dual -port EV charging stations at Don Biddle Community Park. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the agreement with California Automotive Retailing Group, Inc., attached hereto as Exhibit A to this Resolution. BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute Exhibit A and make any necessary, non -substantive changes to Exhibit A to carry out the intent of this Resolution. {Signatures on the following page} Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 1 of 2 127 PASSED, APPROVED AND ADOPTED this 16th day of May 2023, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 2 of 2 128 Attachment 2 SITE HOSTING AGREEMENT BETWEEN City of Dublin AND California Automotive Retailing Group, Inc. PARTIES: This Site Host Agreement ("Agreement"), dated this 17th day of May 2023 ("Effective Date") is made by and between the City of Dublin hereinafter referred to as "Site Host" or "City", and California Automotive Retailing Group, Inc. hereinafter referred to as "Dealer." Site Host and Dealer may be collectively referred to herein as "Parties." RECITALS: WHEREAS, General Motors (GM) Dealer Community Charging Program was announced in late 2021 and seeks to install up to 40,000 Level 2 electric vehicle (EV) charging stations across the United States and Canada at key locations in GM dealers' respective communities, including workplaces, multi -unit dwellings, sports and entertainment venues, and college and universities. Under the Program, EV charging stations are available to all EV customers, not just those who purchase a GM EV; and WHEREAS, in furtherance of the GM Dealer Community Charging Program, Dealer desires to install electric vehicle (EV) charging stations at a City facility; and WHEREAS, on May 16, 2023, the City Council of the City of Dublin approved this Agreement to authorize the Dealer to install EV charging stations at Don Biddle Community Park located in the City; and In consideration of the mutual promises and covenants in this Agreement, the Parties agree to the terms as follows: TERMS AND CONDITIONS: 1. TERM. This Agreement shall commence on the Effective Date and shall continue for ten (10) years or until the EV charging stations have reached the end of their useful life and are removed from the Project Site, whichever is longer, unless earlier terminated pursuant to Section 9 below. 2. PERMITS AND APPROVALS. Dealer is responsible for obtaining all permits and approvals required for the installation of the EV charging stations. Dealer is also responsible for paying any applicable fees associated with said permits and approvals. 1 129 Attachment 2 3. INSTALLATION. Dealer shall install five (5) dual port EV charging stations at Don Biddle Community Park ("Project Site") in the locations described and depicted on Exhibit A. Chargers shall be installed in the dual (side -by -side) format substantially similar to either Figure 1 or Figure 2 shown on Exhibit A. Site Host may mark (e.g. paint) and enforce the parking spaces as "EV Parking Only." 4. MAINTENANCE. Dealer, at Dealer's sole cost, shall be responsible for maintenance, repair, and replacement of all EV charging for five (5) years from the date the City issues a notice of completion for the installation work ("Dealer Maintenance Period"). City, at City's sole cost, shall be responsible for maintenance, repair, and replacement of the EV charging stations for five (5) years from the date of expiration of the Dealer Maintenance Period ("City Maintenance Period"). Dealer, at Dealer's sole cost, is responsible for any removal of the EV charging stations during the Dealer Maintenance Period and upon termination or expiration of this Agreement. City, at City's sole cost, is responsible for the removal of the EV charging stations during the City Maintenance Period. 5. LICENSE. During the Dealer Maintenance Period, Site Host hereby grants a revocable, non- exclusive license to General Motors LLC ("GM"), Dealer, Charge Station Operator ("CSO"), and installer (CSO and installer may be the same entity) (collectively, "Licensees") permitting the Licensees, during hours when the Project Site is open to the public, the right to enter upon the Site Host's property for any purpose related to the installation, inspection, repair, removal, and/or maintenance of any charger installed pursuant to this Agreement. After the expiration of the Dealer Maintenance Period, Licensees shall obtain Site Host permission or right -of -entry prior to entering upon Site Host's property for any purpose related to the installation, inspection, repair, removal, and/or maintenance of any charger installed pursuant to this Agreement. 6. Relocation. Site Host shall have the right to relocate the EV charging stations within the Project Site if projects or infrastructure improvements are made that require relocation at the Site Host's sole discretion. 7. INSURANCE. a. CITY INSURANCE. For the period of time during which any charger provided in connection with the Dealer Community Charging Program is installed on the property of the Site Host, the Site Host shall maintain commercial general liability insurance against personal injury, bodily injury, and property damage in an amount not less than $1,000,000 per occurrence. b. DEALER INSURANCE. During the Term of this Agreement, Dealer shall maintain the following insurance policies and coverage amounts to cover Dealer's installation, data collection, maintenance, and removal activities on the Project Site: i. Dealer, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work/activities contemplated by this Agreement. 2 130 Attachment 2 ii. Dealer shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Dealer at the Project Site. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. iii. Policy Requirements. Dealer shall provide the City with certificates of insurance evidencing the above coverage prior to commencing installation of the EV charging stations. Dealer shall name City as an additional insured on all policies. Dealer's coverage shall be primary insurance with respect to the City and any City insurance shall not be required to contribute. Dealer waives any claim of subrogation against City. Dealer shall ensure (or shall have modified by endorsement to ensure) that any policy with a self -insured retention does not include a prohibition on an additional insured paying said retention. 8. INDEMNIFICATION. To the fullest extent permitted by law, Dealer shall defend, indemnify and hold the Site Host harmless from all claims, costs (including reasonable attorneys' fees), damages, judgments, liabilities or causes of action arising out of any injury to person, or persons, or damage to real or personal property arising out of Dealer, its employees, contractors, or agents' performance of any work/activities contemplated by this Agreement, including collection of usage data and Personally Identifiable Information, and/or any failure or malfunction of the EV chargers or EV charging stations. Dealer's obligation under this section does not extend to that portion of a claim caused by the negligence or willful misconduct of the City or its agents, officers or employees. 9. TERMINATION. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party. 10. COSTS FOR USE. The Site Host may elect to charge EV charging station users an EV Charging Fee as part of the City's fee schedule. Such Fee will cover the cost of electrical power to the charging station and will be commensurate with such costs to the City. Such Fee may be adjusted annually. City shall comply with applicable state and local laws, regulations, and taxes governing the providing of charging to the public, whether given as a free service or charging the consumer. 11. COST OF INSTALLATION/REMOVAL OF EV CHARGING STATIONS. Prior to and during the Dealer Maintenance Period, Dealer shall be responsible for the cost of installation of any charger provided in connection with the Dealer Community Charging Program as well as the removal of any such charger. Removal of the charger may be required if it is broken, damaged or upon the terms set forth in Section 4 of this Agreement. Dealer shall remove all chargers in a safe and professional manner, and in accordance with all applicable local, state, and federal laws and regulations. 3 131 Attachment 2 12. BRANDING. Site Host (or any other party) may not rebrand the chargers for any reason. If the branding signage or markings on EV charging stations becomes inaccurate, outdated, or worn during the Term of this Agreement, Site Host may request and Dealer shall replace, refurbish, or rebrand such branding signage or markings for the EV charging stations. CONTINUED USE AFTER USEFUL LIFE. After the Term of this Agreement, Site Host may work directly with the manufacturer of the charging stations to continue with new charging stations after the useful life (estimated at 10 years) of the original charging stations, at its discretion. 13. DATA COLLECTION. In accordance with applicable California and federal consumer privacy laws and regulations, Dealer, FLO, and GM may collect usage data supplied from the EV chargers during the Term of the Agreement, as needed and required. For example, the Dealer will be able to collect data from the chargers that are supplied to the Site Host only, while GM will be able to collect data from all chargers provided in the Dealer Community Charging program. Site Host shall have access to customer data supplied by the EV chargers as needed and Dealer shall be obligated to assist Site Host with obtaining necessary data or facilitating assistance in addressing issues with functionality including contacting the EV charger manufacturer. 14. CONTACT AND NOTICES. Any notice or request required or authorized to be given by the terms of this Agreement or under any applicable law by either party shall be in writing, hand delivered or sent by certified or registered mail postage prepaid, return receipt requested. Such written notice shall be addressed as follows: As to the Site Host: City of Dublin 100 Civic Plaza Dublin, CA 94568 Attn: City Manager With Site Host Copy to: City of Dublin 100 Civic Plaza Dublin, CA 94568 Attn: Public Works Director 4 132 Attachment 2 As to the Dealer: California Automotive Retailing Group, Inc. 4200 John Monego Court Dublin, CA 94568 Attn: Inder Dosanjh Either party may, by subsequent written notice, designate a different address or party for receiving notice. The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. SIGNATURES: DEALER: California Automotive Retailing Group, Inc. SITE HOST: CITY OF DUBLIN By: By: Inder Dosanjh, President Linda Smith, City Manager By: Marsha Moore, City Clerk 5 133 Attachment 2 h -e' ,t • .10 E•p— ?NI — — I — HDE• EXHIBIT A Dia ram of EV Char in Station Locations _ _ • 1. •••'•-• • e'11e . ..;#011140a• . ato..AoraiTicel ..-. .., 'e .;,• . . . ., . ' '''•'-7 7 E _ _ _0._ RH3A 5.'0'6—, PAINT CURB RED CURB RED l'AISTALL OETAI'L 22 6 PAW CURB RED 5 " Nil zpo• 134 Attachment 3 Dealer Community Charging Guidelines Table of Contents 2022 Dealer Community Charging Program Introduction 3 Program Goal 3 Program Overview 3 Program Eligibility 4 Program Enrollment 4 Dealer Community Charging Online Enrollment Process 4 Site Submission and Approval 4 Program Cost Responsibilities 5 Dealer Participation Cost 6 Charger Distribution 6 Eligible Locations and Location Guidelines 7 Minimum Site Host Requirements 8 Indemnification for Claims related to Site Host Property 11 Cost for Install and Potential Electricity Upgrades 11 Dealer Community Charging Roles & Responsibilities 11 Installer Qualifications 11 Marketing and Advertising 12 135 Charger Specifications 13 Charge Point Operator 14 End of Program Life Details 14 Cancellation 14 Reviews and Audit 15 Tax Liability 15 Amendments/Terminations 15 Dealer Suspension or Termination 16 2 136 2022 Dealer Community Charging Program Introduction Program Goal By collectively combining investments from GM, our Dealers, and community stakeholders, the GM Dealer Community Charging Program is designed to deploy up to 40,000 AC Level 2 destination chargers at popular locations and workplaces in local communities over the next few years. The GM Dealer Community Charging Program ("DCC", "GM DCC" or this "Program") provides the following benefits for the areas surrounding Dealers that choose to participate: Accelerate charging infrastructure in publicly accessible areas within communities that lend to high dwell time (i.e. vehicles parked for a few hours or more) scenarios (e.g. sports/entertainment venues, campuses, hospitals, hotels, multi -unit dwellings, golf courses, country clubs, etc), with a focus on underserved areas, aka "charging deserts." Build on the relationships that GM Dealers have developed in their communities to grow charging infrastructure now to help accelerate EV adoption Participation in the GM Dealer Community Charging Program is VOLUNTARY for those Dealers with an active and executed Chevrolet or GMC Electric Vehicle Models Participation Agreement. Likewise, all Cadillac Dealers in compliance with Cadillac's EV readiness requirements are eligible to participate. Eligibility is determined in the sole discretion of GM. Program Overview Participating GM Dealers may be eligible to receive up to 10 AC Level 2 chargers. Each GM Dealer, as defined by BAC, may be eligible to receive up to 10 chargers depending on GM's remaining community charger inventory at the time a Dealer enrolls in the program. The chargers will be distributed on a first come, first serve basis, and every Dealer may not receive 10 chargers depending on charger availability. Eligible location (site host) guidance may be provided upon request to help Dealer target ideal locations for chargers within their assigned geography. This guidance will give general areas of higher dwell time within a Dealer's assigned geography, but Dealer will still need to receive express written approval from GM for the suggested location(s). The guidelines mentioned below in "Guidelines for ideal locations" will still need to be followed, despite the recommended locations. For example, there may be places within the suggested location that are not well lit, may not be visible from a road or parking lot, etc. The suggested locations simply imply that the desired dwell time for vehicles has been met, but could still be lacking in other requirements. 3 137 Approved third parties may take reasonable measures to ensure compliance with the Dealer Community Charging Program guidelines. GM reserves the right to amend, modify, suspend, or cancel this program in its sole discretion at any time. Program Eligibility Dealers with an active and executed Chevrolet or GMC Electric Vehicle Models Participation Agreement are eligible to participate in the GM Dealer Community Charging Program. Likewise, all Cadillac Dealers in compliance with Cadillac's EV readiness requirements are eligible to participate. The chargers will be allocated based on BAC, and each BAC will be eligible for up to 10 chargers, depending on availability at the time of enrollment. Dealers must be in compliance with all requirements to be eligible. Eligibility is determined in the sole discretion of GM. This program is VOLUNTARY, and each Dealer must determine whether it wishes to participate in the GM Dealer Community Charging Program itself. ri uyl cum Lill uiiillell_ The open enrollment period for the 2022 GM Dealer Community Charging program for Participating Chevrolet Dealers is September 12th - October 12th, 2022 (subject to change at sole discretion of GM). GM Dealers will receive a GM Global Connect message at the start of open enrollment. Dealers that wish to participate in the Program must complete the enrollment process. If you do nothing, you will not be enrolled in the DCC Program. NOTE: There is no enrollment fee to participate in the GM Dealer Community Charging Program at this time. Eligible Dealers that do not enroll during the 2022 GM Dealer Community Charging open enrollment period will still have an opportunity to enroll in the program during open enrollment periods in subsequent years. Please contact your Zone Manager, Electric Vehicle Operations Manager (EVOM), or Electric Vehicle Retail Manager (EVRM) for details on how to enroll after the open enrollment period concludes. Dealer Community Charging Online Enrollment Process To enroll in the 2022 Program during the open enrollment period, follow these steps: 1. Go to GM GlobalConnect 2. Login (using current GC login/password) 3. Click on the Dealer Community Charging app within Global Connect 4. Review the 2022 Dealer Community Charging Guidelines and check the box to accept terms Site Submission and Approval Pre -approval, by GM in writing, is required before Dealer can start the installation process with its site host. Dealer will need to have a written agreement with the site host to allow installation 138 of chargers to take place, and will upload its site host address(es) and business name(s) along with proposed charger location(s). Steps: 1. Go to GM GlobalConnect (link below) https://dealer.autopartners.net/portal/us/Pages/default.aspx 2. Login (using current GC login/password) 3. Click on the Dealer Community Charging app within Global Connect 4. Type in all required information, including site host address, business name, and contact information 5. Upload official Dealer logo for purpose of branding on the charger pedestal 6. Upload proposed location of chargers, including photos and number of chargers to be installed at that location 7. Submit for approval (Will be reviewed by the EV Operations Manager for Chevrolet, Buick/GMC and by the Dealer Performance Manager Team for Cadillac standalone stores. The Dealer Community Charging team will be the final reviewer before the site is officially approved.) Once site host and charger location have been approved, Dealer must enter into separate agreement with Flo, who is the charging station operator (CSO). The CSO agreement shall consist of payment for the pedestal(s), cable management, operations & maintenance and networking for the chargers (for 5 years), warranty for 3 years (Dealer may request to up the warranty period to a maximum of 5 years at additional cost, if desired), and Dealer branding as described in the "Dealer participation cost" section below. The payment shall be made to Flo. Other terms and conditions may be agreed upon between Dealer and Flo as necessary. Flo will not ship the chargers to the Dealer until Dealer has paid Flo for its portion of the cost. Dealer will be required to store the equipment until installation occurs. Dealer expressly consents and authorizes GM to use and share with third parties any data or other information submitted by Dealer to GM in connection with this Program for purposes reasonably necessary to the administration and operation of the Program as set forth in these guidelines. Program Cost Responsibilities See below for how program costs will be delegated: GM: GM will pay for the cost of the AC Level 2 charger and shipping to the Dealer location. Dealer: Dealer shall pay all costs associated with charger maintenance and connectivity to Flo for a period of five (5) years from the date of installation of the pedestal mount, 3 years of warranty (can extend warranty to 5 years at additional cost, if desired), cable management, and branding. See "Dealer participation cost" section for more details. Upon expiration of this five-year period, Dealer agrees that it will either execute a cost sharing agreement with the site host ensuring continuity of the charger for the remainder of its useful 5 139 life, or if Dealer does not have such an agreement in place, Dealer agrees that it is Dealer's sole responsibility to ensure the charger is maintained and in good working order for the remainder of its useful life (not to exceed 10 years). Dealer agrees to ensure removal of the charger should it no longer be maintained, or if it becomes inoperable for any reason. Dealer Participation Cost Each Dealer will be provided up to 10 chargers during the program, based on BAC code. Note: Please see Figure 3 for a picture of how the chargers will be configured at the site host location, shown in the dual side by side configuration (i.e., two chargers to one pedestal). Therefore, if a Dealer elects to get 10 total chargers, this will result in 5 dual side by side charging configurations. Each Dealer that elects to participate in the program will be solely responsible for the cost of each dual side by side pedestal. The estimated price for a single pedestal is shown below. If, for example, the Dealer elects to receive 10 total chargers, then the Dealer agrees that it will purchase 5 pedestals at 5 times the cost shown below. In addition to the cost of the pedestal(s), each Dealer that elects to participate in the program shall also be responsible for 5 years of global management services plus 3 years of warranty plus services for each dual side by side charging system, the cost of which is shown below. ✓ Core+ pedestal mount for chargers - $480 ✓ Core+ pedestal anchor kit - $96 ✓ Core+ bracket, side by side configuration (1 bracket per side - 2 total) - $250 ✓ Cable management system for wall and pedestal mount - $766 ✓ Dealer Branding (2 signs, front and back of pedestal) (Dealer will have ability to advertise on the pedestal per program guidelines.) - $330 ✓ Global management service for 5 years (i.e. charger networking & maintenance) (for 2 chargers on one pedestal, $300 per year) - $1,500 ✓ Warranty Plus for 3 years (for 2 chargers on one pedestal, $360 per year) - $1,080 Total Dealer participation cost = $4,502 per dual side by side pedestal. Therefore, for 10 chargers (i.e., 5 dual side by side pedestal charging stations), the total Dealer investment would be approximately $22,510. Payment for these costs will be made directly by each participating Dealer to Flo. Charger Distribution Each Dealer may be provided up to 10 chargers total for the duration of the program, based on BAC code and depending on community charger inventory. Dealers need to select an even number of chargers up to the 10 total (e.g. 2, 4, 6, 8, or 10). If demand exceeds supply for chargers, and if the Dealer receives less than the requested number of chargers, the Dealer may 6 140 enroll in the following year's open enrollment period to request the remaining balance of chargers, not to exceed ten (10) total chargers for the duration of the program. For example, if the Dealer requested a total of 10 chargers in an enrollment period, and the maximum number of chargers received is six (6) (e.g. due to increased charger demand, supply chain constraints, or any other factors), the Dealer will be able to request the remaining four (4) chargers during the next enrollment period the following year. The program is slated to run through 2025, but may be extended, modified and/or enhanced per GM discretion. Chargers shall be mounted in the dual pedestal format (Le. two chargers to one pedestal). The minimum number of chargers for a selected location is two. Having at least two charging stations in any one location better promotes to customers that charging is available verses only having one standalone charger. Eligible Locations and Location Guidelines Dealers must select locations to install chargers only within their Area of Primary Responsibility (APR) for Single Dealer Area Dealers or in the Dealer's Area of Geographic Sales and Service Advantage (AGSSA) for Multiple Dealer Area Dealers. If the Dealer has more than one GM brand, then it will default to its smallest divisional AGSSA for Multiple Dealer Area Dealers. For example, if a Dealer has executed a Dealer Sales and Service Agreement for Chevrolet and another Dealer Sales and Service Agreement for Cadillac, and the Chevrolet AGSSA is smaller than its Cadillac AGSSA, the Chevrolet AGSSA will be the determining territory in which to choose an appropriate site host(s). A Dealer may not install the chargers it receives through the DCC program on Dealer premises, Dealer owned or affiliated businesses (without express permission of GM), or any location used exclusively for residential purposes. Note that this does not exclude locations designated for mixed use development (e.g., a building with ground floor retail and residential units on the higher floor). An exception may be granted for prominent multi -unit dwellings without ground floor retail, provided the building has high visibility and may be key locations in more urban settings. Recommended locations include, but are not limited to: Schools/Universities/Colleges Hotels Mixed use multi -unit dwellings Sports and entertainment venues Parks Grocery stores Shopping Malls Workplaces Golf Courses Country Clubs 7 141 Guidelines for Ideal Locations: Chargers must be in a well -lit area and easily accessible Must be compliant with the Americans with Disabilities Act (ADA) and provide appropriate accessibility. Must be visible from a road or parking lot (if chargers are placed in the back of a grocery store, stadium, &/or shopping mall, the chargers need to be visible. If the back of the location only has a small strip of asphalt, and no other throughput, or is backed by a visual barrier (e.g. fence), then that location wouldn't be eligible. If, however, the back of the building has wide visibility and accessibility, then the location may be acceptable.) Location should not have any non-DCC program chargers installed on the premises (e.g. Testa Superchargers, other existing chargers). Note: If there are already chargers present at a site host location, an exception may be made on a limited basis in the sole discretion of GM. Chargers should ideally be placed in areas that don't currently have access to charging stations (aka "Charging Deserts"). Customer will ideally park his/her vehicle at these locations for a few hours or more. Dealer must ensure that such activity is permissible. Chargers will be set up in the dual pedestal format (e.g. two chargers to one pedestal) Ideal setup for the dual pedestal format includes having parking spaces that back up to a curb &/or grass area. See Figure 1 below for more details. Note: GM reserves the right to either approve or reject a site host submission at its discretion. The Dealer is solely responsible for complying with all applicable laws and regulations relating to sites, or advertising at locations. This includes any notice requirements required under state law. It is the responsibility of the Installer and the Site Host to obtain any necessary permit(s) or license(s) and assume liability for Dealers' participation. Note: Cooperation and collaboration with states, municipalities, and local utilities is encouraged to target best locations, provided they meet the criteria described above. Minimum Site Host Requirements Each participating Dealer shall work directly with the site host to negotiate and execute a written and mutually agreeable contract governing the placement of chargers on the site host's property ("Site Host Agreement"). The Site Host Agreement must include language substantially similar to the following terms: 1. For the period of time during which any charger provided in connection with the Dealer Community Charging Program is installed on the property of the Site Host, Site Host hereby grants an irrevocable license to General Motors LLC ("GM"), the GM Dealer, Charge Station Operator ("CSO"), and installer (CSO and installer may be the same entity) (collectively, "Licensees") permitting the Licensees, during reasonable hours, the right to enter, without notice, upon the 8 142 Site Host's property for any purpose related to the installation, inspection, repair, removal, and/or maintenance of any charger provided in connection with the Dealer Community Charging Program. 2. For the period of time during which any charger provided in connection with the Dealer Community Charging Program is installed on the property of the Site Host, the Site Host shall maintain commercial general liability insurance against personal injury, bodily injury, and property damage in an amount not less than $1,000,000 per occurrence. 3. Chargers shall be installed in the dual (side -by -side) format substantially similar to either Figure 1 or Figure 2 below. It is recommended, but not required that Site Host mark (e.g. paint) and enforce the parking spaces as "EV Parking Only." Chargers must be in a well -lit area and easily accessible, as well as compliant with the Americans with Disabilities Act (ADA) and provide appropriate accessibility. 4. For the first 5 years following installation of a charger provided in connection with the Dealer Community Charging Program ("Charger"), the Dealer shall be responsible for the cost of operation, repair, and maintenance of the Charger. For the following 5 years, the Site Host shall be responsible for these costs, up to the useful life of the chargers (estimated to be 10 years). 5. For the duration of the life of the charger(s), the site host shall provide reasonably safe and adequate facilities for EV electrical charging services, as site conditions require. For example, site conditions may require that the charger(s) be installed in suitable enclosures and shall be protected from accidental contact by unauthorized personnel, or by vehicular traffic, or by accidental spillage or leakage from piping systems. As further example, this may also require the use of bollards in front of the chargers and/or wheel guards as necessary. 6. The Site Host may be able to monetize the chargers. Dealer and Site Host are responsible for complying with any applicable federal, state, and local laws, regulations, and taxes governing the providing of charging to the public, whether given as a free service or charging the consumer. Dealer and Site Host should consult with their respective tax advisors and/or attorneys, as necessary. 7. Site Host shall be responsible for the cost of installation of any charger provided in connection with the Dealer Community Charging Program as well as the removal of any such charger. The removal of the charger may be required in GM's sole discretion if it is broken or after the useful life of the charger (estimated at 10 years), whichever occurs first. Site Host further agrees that removal of a charger shall be conducted in a safe and professional manner, and in accordance with all applicable local, state, and federal laws and regulations. The charger must then be properly disposed of (preferably recycled. 9 143 8. Site Host (or any other party) may not rebrand the chargers for any reason unless GM, in its sole discretion, agrees to the change in writing. 9. Site Host and Dealer provide their express, written consent that Dealer, Flo, any other third -party vendor chosen by GM and reasonably necessary for this program, and GM may collect and share all data supplied from the DCC chargers, as needed and required. 10. Site Host and Dealer cannot obligate or bind GM to any additional obligation or responsibility not specifically identified by this program guide or otherwise agreed to in writing. 11. Site Host and Dealer may not resell any equipment provided by GM as part of this program. All equipment must either be returned to GM, recycled, or disposed of properly. 12. Site Host and Dealer may only use trademarks, trade dress, and branding approved by GM. Site Host and Dealer may not authorize any other party to use any GM trademarks, trade dress, or branding. Figure 1 Image. for Illustration only Figure 2 10 144 Indemnification for Claims related to Site Host Property By enrolling in this program, Dealer expressly and unconditionally agrees to indemnify and hold General Motors LLC ("GM"), its parent companies, subsidiaries, officers, agents and employees harmless from any liability, loss or damage they may suffer as a result of claims, demands, costs or judgments against them arising out of any claim or lawsuit involving personal injury, bodily injury, property damage, failure to comply with federal, state, or local laws or regulations, tax, or any other type of claim related to any charger installed in connection with the site host agreement. Cost for Install and Potential Electricity Upgrades Dealers must ensure site hosts understand that installation costs and potential electrical upgrade costs, can vary widely. An electrical upgrade may occur if the ampacity of the existing site host facility is not enough to cover the charging stations installed. Dealer Community Charging Roles & Responsibilities Installer Qualifications Dealer and site host must procure a qualified installer, provided the parameters below have been met, and Flo has vetted and approved. While a Dealer may use any qualified installer of its choosing, GM may make available a list of potential installers. Flo may also act as a qualified installer, if desired by the Dealer. Dealer is responsible for ensuring all laws, regulations, and permitting requirements are met for installation. For any person, including third -party installers, who provide any part of the Installation Services, the following are minimum requirements that must be met. Flo will ensure the third -party installer meets the requirements specified below: Verification that the installer possesses proper licenses as an electrical contractor in the jurisdiction in which installer will provide Installation services. Completion of a criminal background check by a reputable organization (as determined by GM), demonstrating that the Dealer satisfies the background check criteria generally used by GM in Bulletin 15-03. Personalized certificates of insurance issued by the Installer's insurance carriers, in the following coverage amounts: o $1 million General Liability; o $1 million Automotive; and o $1 million Workers Comp (as required) Agreement to provide in the contracts with Customers a warranty on parts and labor (exclusive of the charging station itself) for all Installations for one year from the date of the Installation. Installers agree to insure their work in their contracts with Customers. Installers must comply with all laws, regulations, and permitting requirements necessary for installation. 11 145 Marketing and Advertising Dealers are required to follow GM's individual brand guidelines and naming bulletin for advertising on the chargers. For example, if the Dealer is Chevrolet, then it will follow Chevrolet's brand guidelines. Dealer reference and retail signature is limited to GM divisions. GM is responsible for coordination and approval of Dealer names on the submitted logo for advertising purposes. Advertising on the charging stations, pedestal, or any other part of the charging infrastructure itself will be reserved for the Dealer, GM's Ultium brand, and Flo. Site host will not be able to advertise on the charging station, pedestal, or any piece of the charging infrastructure. The Dealer must submit its logo via the Dealer Community Charging enrollment process, subject to GM's individual brand advertising guidelines, and its logo will be placed on the pedestal right above the charging stations, as shown below in Figure 3. The Dealer must use its officially approved Dealer name (e.g. ABC Chevrolet rather than ABC Auto Group) that complies with GM 21-10 "GM Dealership Naming Convention Policy". The branding will be placed on a sign, and the sign will say "Charging provided by [DEALER NAME/LOGO]". The plaque will be shipped to the Dealer along with the charging equipment. Note: The charging equipment includes the charging stations, pedestal, cable management, and Dealer advertising sign. Advertising sign requirements: Signage must say "Charging provided by [DEALER NAME/LOGO]. The sign will be provided through Flo, and it will be placed in the area depicted by the arrow in Figure 3 below. If the Dealer terminates its dealership, the sign will need to be removed by the Dealer from the charging pedestal. Dealer can work with the site host and have the site host remove it, as needed. If the Dealer changes its official name, a new sign will need to be ordered. If the Dealer sells its dealership, signage must be removed by the selling Dealer. The new Dealer may have the option to add a sign on the charger, provided it meets the exact requirements listed above. The Dealer may go through Flo for the advertising sign, or may procure a sign from another vendor, provided it meets the program requirements. Please see Figure 3 below for how the Dealer advertising will look. If buying dealer does not provide compliant signage, selling dealer and buying dealer both remain jointly and severally liable to remove the chargers, signaqe, and pedestals. 12 146 Figure 3 Cnsrypnb prayrtd by . -[HFUI []LFI Source: GM Design Simulated images shown. Actual production model may vary. Charger Jpecifications The charger recommended for this program will be hardwired, with a maximum power output of up to 19.2kW (80 amps). The charging connector will be SAE J1772 Type 1. Please contact Flo for additional information. This optional program requires the Flo chargers pictured above in Figure 3 and needs to be on the Ultium Charge 360 network. It also needs to use Flo's pedestal, cable management, and networking and maintenance package, as described in the guidelines. Dealer will not be able to shop around for a different pedestal, cable management, and operations and maintenance 147 package, as that may add significant risk to the viability of the charging station setup as a whole. Flo will not entertain other pedestal and cable management products, as it adds significant risk to the overall charging station setup. Chargers will be a part of the Ultium Charge 360 network and will have appropriate signage. Ultium Charge 360 is GM's holistic charging approach, and may integrate charging networks, brand mobile apps, and other products and services. Charge Station Operator Dealer must require that all site hosts utilize Flo as a dedicated charge station operator (CSO). As Flo's charger is utilized for a site installation, then Flo must manage the backend system and maintenance. This will create an ecosystem of chargers allowing customers to see real time charger data. Flo will ensure these stations are connected and accessible in the myBrand app for GM electric vehicle owners, and the Ultium version of the app for non -GM electric vehicle owners. The Dealer needs to ensure in its written agreement with the site host that it requires the use of GM's preferred CSO Flo, for maintenance and connectivity. The Dealer will be paying for the first five (5) years of maintenance and connectivity (service and networking) before the chargers are shipped to the site host, so the site host will be required to utilize Flo's services. The site host needs to understand that it will be responsible for the maintenance and connectivity AFTER the initial five (5) years, to continue to keep the chargers in operable condition to reflect positively on its brand, the Dealer, GM, and Flo. It is strongly encouraged that the site host continue to utilize the services of Flo, to ensure continuity with the program. End of Charger Life Details The useful life of the chargers is estimated at 10 years, and site hosts may continue to work with Flo and purchase new chargers after the useful life of the original chargers. If the site host desires to discontinue the program after the initial useful life of the chargers (estimated at 10 years), it shall be responsible for the cost of removing the chargers, as necessary. Dealer must remove any charger if it is broken or after the useful life of the charger. Site host must agree that removal of a charger shall be conducted in a safe and professional manner, and in accordance with all applicable local, state, and federal laws and regulations. GM may utilize a third -party vendor(s) to periodically audit the charging stations to make sure they are in good working condition. If the charging stations are found to not be in good working condition, GM reserves the right to require removal of the charger(s) at the site host's expense if the program guidelines are not followed. Cancellation Dealers may enroll and subsequently decide to cancel participation in the Program during the open enrollment period. However, Dealers that enroll during the open enrollment period and then 14 148 elect to withdraw from the Program after the enrollment period concludes will not be allowed to participate for the duration of that particular Program year (e.g. 2022) from that point forward. For example, if a Dealer cancels its participation in the Dealer Community Charging Program in September 2022, it will not be eligible to re -enroll until the subsequent program year (2023). Reviews and Audit It is the Dealer's responsibility to correctly report all documents for the Dealer Community Charging program, to ensure compliance with these rules, and to retain records sufficient to verify the work being performed. Any errors or discrepancies must be resolved by the Dealer within 30 days after the document is approved. Examples of errors or discrepancies include, but are not limited to: ■ Incorrect site host ■ Wrong images uploaded ■ Site host changed ■ Errors in the agreement The Dealer will be responsible for the first five (5) years of the program, as it will pay for the items mentioned in the "Dealer Participation Cost" section. After that, the burden of responsibility will be on the site host per the "End of Program Life Details" section above. Also mentioned above, a third -party audit company (e.g. ACV Auctions Inc) may help administer the audit process to make sure the charging stations are in good working condition. Tax Liability Dealers are responsible for any federal, state or other tax consequences associated with the participation in the GM Dealer Community Charging Program or any federal, state, or local incentives received for the program. Dealers are urged to consult with their own accountant or tax advisor regarding tax issues under applicable laws. Amendments/Terminations GM has the right to amend, terminate, or cancel the GM Dealer Community Charging Program upon 30 days' prior written notice to all affected participating Dealers. Amendments are not effective unless they are in writing in formal DCC Program Guidelines published by GM. Upon receipt of notice from GM of a material change in the DCC Program, affected participating Dealers may withdraw by written notice to GM within 15 days of their Dealers' receipt of the change. Termination will be effective thirty (30) days after receipt of written notification unless additional time is needed to meet existing obligations. 15 149 Dealer Suspension or Termination GM reserves the right to suspend a Dealer from participating in the GM Dealer Community Charging Program or to terminate any Dealer's participation in DCC, under the following guidelines: The Dealer or any of its Site Hosts violates any rule(s) of DCC; or A Dealer or any of its Site Hosts engages in conduct that is deceptive or fraudulent, or not in compliance with any federal or state law or regulation. GM's decision will be final in all matters related to the interpretation of program rules and guidelines. In the event a Dealer is suspended from participating in the DCC, Dealer must reimburse GM in the amount of the value of each charger provided to Dealer in connection with the DCC as of the date of suspension. The value of a charger will be calculated using a straight-line depreciation method over a period of 10 years, with a starting value of $2,000 in year one, and a salvage value of $0 in year 10. In other words, the value of a charger in any year during its useful life is $2,000 per charger less $200 per year post installation. 150 Attachment 4 FLO® Driver Terms of Use In -Effect Date: May 25, 2021 PLEASE REVIEW THESE DRIVER TERMS OF USE CAREFULLY. FLO and its affiliates operate and manage a network of Charging Stations across North America. By agreeing to these Driver Terms of Use, you may create a FLO User Account and access Charging Stations on the FLO Network and on Roaming Networks. ALL OF THE SERVICES OFFERED BY FLO ON THE NETWORKS ARE CONDITIONAL ON YOUR ACCEPTANCE OF THESE DRIVER TERMS OF USE. If you already have a FLO User Account, your continued access to that account and any services offered by FLO on the Networks depends on your acceptance of these Driver Terms of Use. IF YOU DO NOT AGREE TO THESE TERMS YOU CAN CANCEL YOUR FLO USER ACCOUNT BY EMAILING SERVICE@FLO.COM AND CEASE USING THE NETWORKS. THESE DRIVER TERMS OF USE APPLY TO YOUR USE OF YOUR FLO USER ACCOUNT, THE FLO NETWORK AND THE ROAMING NETWORKS FROM WITHIN THE UNITED STATES. IF YOU ARE ACCESSING OR USING YOUR FLO USER ACCOUNT, THE FLO NETWORK OR THE ROAMING NETWORKS FROM WITHIN CANADA, YOU ARE SUBJECT TO OUR CANADIAN DRIVER TERMS OF USE WHICH ARE AVAILABLE AT: Canadian Driver Terms of Use — English and Canadian Driver Terms of Use — French. 1. Acceptance of Driver Terms of Use By using the Networks, you agree to be bound by these Driver Terms of Use (the "Driver Terms of Use"), the terms of use of our websites available at https://www.flo.com/terms-and-conditions/ and https://addenergie.com/en/terms-and-conditions/ (the "Website Terms of Use"), our privacy policy available at https://www.flo.com/privacy-policy/ (the "Privacy Policy") and any terms and conditions of sale or warranties provided during your purchase or use of any of our products or services, all of which form integral parts of these Driver Terms of Use. By accessing the FLO Network or Roaming Networks in Canada, you agree to our Canadian Driver Terms of Use without any further action. The Driver Terms of Use constitute a contract between you and FLO regarding access to and use of the Networks. FLO invites you to read the Driver Terms of Use carefully before using the Networks, our websites https://www.flo.com and https://addenergietechnologies.com/en/, any associated sites, or our FLO Mobile App (collectively, the "Sites") and to contact FLO's webmaster if you have any questions at webmaster@flo.com. Any inconsistencies between these Driver Terms of Use, the Website Terms of Use, the Privacy Policy and any terms of conditions of sale or warranties shall be resolved by FLO in its sole discretion. 2. Changes to Driver Terms of Use In the spirit of continuously improving its processes and operations, FLO reserves the right to modify, at its sole discretion, the Driver Terms of Use or to add new terms and conditions. By accessing and using the Networks or the Sites after amended Driver Terms of Use have been posted to https://www.flo.com and sent to you via either our FLO Mobile App or the e-mail address you have on file with FLO, you agree to respect and be bound by such amended Driver Terms of Use. You will be deemed to have received such notice (10) ten days after it has been sent. It is your responsibility to provide us with your updated 151 e-mail address, in the event that it changes. FLO invites you to consult the Driver Terms of Use from time to time to review the most recent version. Defined Terms Access Card: a radio frequency identification (RFID) card allowing FLO Users access to Charging Services on the FLO Network and some Roaming Networks, bearing a unique identification number and enabling a Charging Station to identify a FLO User and the corresponding FLO User Account. Charging Fees: payments made by FLO Users for Charging Services. Charging Services: services enabling a FLO User to charge the battery of their EV at a Charging Station through the Networks. Charging Session: a continuous session during which a FLO User uses a Charging Station to charge an EV battery. Charging Station: EV supply equipment or a direct current fast charger that provides Charging Services. EV: an electric vehicle. FLO: FLO Services USA Inc. doing business in California as FLO Charging Solutions USA Inc., with a mailing address at 75 South Clinton Ave., Suite 510 Rochester, NY 14604 USA. FLO Mobile App: FLO's mobile application that is available for download on mobile equipment, giving FLO Users access to their FLO User Account, Charging Services on the Networks, and information regarding the Networks, including mapping of the Charging Stations available for use on the Networks. FLO Network: a network of Charging Stations across North America operated and managed by FLO and its affiliates. FLO User: you, an EV driver who has agreed to these Driver Terms of Use and created a FLO User Account. FLO User Account: an account created by a FLO User on the FLO Website or FLO Mobile App that gives FLO Users access to the Charging Services and allows them to deposit funds to pay for the Charging Services. FLO Website: FLO's website, located at https://www.flo.com, giving FLO Users access to their FLO User Account information and to information regarding the Networks, including mapping of the Charging Stations available for use on the Networks. Networks: the FLO Network and the Roaming Networks. Roaming Networks: EV charging networks on which FLO Users are permitted to obtain Charging Services using their FLO User Accounts. Taxes: tax applicable, if any, required by the relevant authority. All references to currency are American dollars. 3. FLO's Commitment to FLO Users 152 FLO's obligation under this Driver Terms of Use is to provide FLO Users with the Charging Services, using reasonable commercial efforts, subject to the terms set forth in this Driver Terms of Use. 4. Becoming a FLO User To become a FLO User, you need to create a FLO User Account. You can set up a FLO User Account from the FLO Website https://www.flo.com or by downloading the FLO Mobile App. To download the FLO Mobile App on an Apple device use: https://apps.apple.com/us/app/id808395252?1=en. To download the FLO Mobile App on an Android device use: https://play.google.com/store/apps/details?id=com.addenergie.reseauver&hl=en. You will need to provide the following information to create a FLO User Account: Name (first and last); E-mail address; and Chosen password. To become a FLO User, you must also accept these Driver Terms of Use. FLO's use of your personal information is governed by our Privacy Policy. Following your account setup, you will receive an e-mail confirming creation of your FLO User Account at the e-mail address you provided, including a copy of these Driver Terms of Use. It is your responsibility to keep your FLO User Account information including your e-mail address up to date. You can notify FLO's Customer Experience Team of any changes by writing to: service@flo.com. 5. Deposits for Charging Services Before you can access the Charging Services, you must deposit a minimum of $10.00 to your FLO User Account. You can make the deposit using the FLO Website or the FLO Mobile App. For additional deposits to your FLO User Account, the minimum amount is $10.00. No deposits to your FLO User Account are required to access Charging Stations that are free -of -charge (i.e. where there are no Charging Fees in effect). You must use an accepted credit card to deposit funds to your FLO User Account. Currently Visa®, MasterCard® and AMEX° credit cards are accepted. Prior to charging your credit card, an authorization process will occur for the amount of your transaction. FLO uses a third -party payment processor (currently Stripe®) to securely process credit card transactions, including deposits to your FLO User Account. All FLO User Account deposits received by FLO are placed in a separate bank account and FLO administers this account on behalf of FLO Users. The deposits to your FLO User Account do not earn, and FLO will not pay, interest. 6. Payment for Charging Services 153 You can pay for Charging Services on the FLO Network using your Access Card, the FLO Mobile App or, by calling the toll -free number on the Charging Station and providing your member number (an additional fee is applied when using the toll -free number). Payment for Charging Services on the Roaming Networks may vary. Some Charging Stations on the Roaming Networks will only allow you to pay through the FLO Mobile App while others may also accept payment using your Access Card. Please review the signage at the individual Charging Station for details or call FLO Customer Experience for assistance. After each Charging Session, your FLO User Account will be debited the cost of the Charging Fees plus applicable Taxes. If for some reason Charging Fees cannot be processed at the time of charging, charging information will be saved and your FLO User Account will be debited the cost at a later time. The balance of your FLO User Account may become negative after a Charging Session and you will need to replenish your FLO User Account to cover any such negative balance. You will not be able to use the Charging Services while you have a negative balance in your FLO User Account. Charging Fees may vary by Charging Station and are set by the Charging Station owner, which may be FLO, the Charging Station's site -host, or, in the case of a Roaming Network, the person authorized to set the fees on that Roaming Network. If you have questions regarding your transaction history or any correction thereto, or if you wish to dispute any transaction or correction that has been applied to your FLO User Account, please contact FLO Customer Experience at service@flo.com within thirty (30) calendar days of the transaction in question. Assuming you provide sufficient details, FLO will review your claim and respond with its findings. If FLO finds a billing error, FLO will correct the error promptly after completing its review. Any reimbursements by FLO for billing errors will be made in the form of a deposit to your FLO User Account. FLO will not make reimbursements to credit cards or issue cheques. FLO will not be responsible for any expenses incurred or direct or indirect damages resulting from billing errors. If FLO does not find a billing error, FLO will explain its findings. FLO will not review or correct any billing error submitted by a FLO User more than thirty (30) calendar days from the date of the transaction. Should you fail to replenish a negative balance in your FLO User Account, in addition to any other remedies available at law, FLO may close your FLO User Account and terminate this Driver Terms of Use, including your access and right to use the Networks. FLO may also decline to open a new FLO User Account for you in the future. 7. Reimbursement of Deposits You may request reimbursement of the balance in your FLO User Account by contacting FLO Customer Experience at service@flo.com. Reimbursements may only be requested by the actual credit card holder and will only be made to the credit card used to make the deposits. In exceptional circumstances, and at FLO's sole discretion only, reimbursement may be made by cheque. Deposits made to a FLO User's Account that are associated with a promotion have no cash value and are not eligible for reimbursement. 8. Access Card 154 You can purchase an Access Card on the FLO Website or through the FLO Mobile App. To pay for the Access Card via your FLO User Account, your FLO User Account balance must be sufficient to cover the purchase price of the Access Card. You can also purchase an Access Card at the time you set up your FLO User Account, but your FLO User Account balance must be sufficient to cover the purchase price of the Access Card. The current price of an Access Card is the price indicated on the FLO Website at the time of purchase plus applicable Tax. FLO will use reasonable commercial efforts to mail your Access Card within ten (10) business days from the date of purchase. If you have not received your Access Card within twenty (20) business days from the date of purchase, please contact FLO Customer Experience at service@flo.com for assistance. Use of the Access Card is strictly personal. If you allow a third party, including an employee or contractor, to use your Access Card to access the Networks, it is your obligation to ensure that they agree to and abide by these Driver Terms of Use. 9. Lost, Stolen or Damaged Access Card You should treat your Access Card like cash and not disclose your FLO User Account information to anyone. If your Access Card is lost or stolen, anyone who obtains possession of it may use your Access Card. You are responsible and FLO will not be liable for any and all transactions on your Access Card, including unauthorized transactions. If your Access Card becomes lost, stolen or damaged, immediately notify FLO Customer Experience by e- mail to service@flo.com or by calling the toll -free number on the FLO Website. Your FLO User Account balance is protected from the time FLO confirms receipt of your written or telephone notice of loss, theft or damage. Upon receiving this notice, FLO will delete the lost, stolen or damaged Access Card from your FLO User Account and it will no longer be useable. To replace an Access Card for any reason, contact FLO Customer Experience by e-mail to service@flo.com or by calling the toll -free number on the FLO Website and a new Access Card will be mailed to you. If a replacement is required because of a defect in the Access Card that is not caused by improper use or abuse, FLO will cover the cost of replacing the Access Card, including shipping fees within the United States. For a replacement required because of Access Card loss, theft or damage, including from improper use or abuse, you will be charged a fee equal to the purchase price of a new Access Card plus applicable Tax. In case of any dispute concerning the reason for Access Card replacement, you agree, if requested, to provide a photo of the Access Card or return the physical Access Card for inspection by FLO. Any funds remaining in your FLO User Account will be transferred to your new Access Card prior to its sending by FLO. 10. Charging Station Location and Availability For the convenience of all FLO Users, FLO provides a map of available Charging Stations on the Networks via the FLO Mobile App and FLO Website. This information is provided for informational purposes only, and, while FLO uses reasonable commercial efforts to keep the mapping information accurate, complete and up-to-date, FLO cannot and does not warrant that it is error -free. FLO assumes no direct or indirect liability in the event that actual Charging Station availability and/or terms of use differ from the information provided on the map in the FLO Mobile App or on the FLO Website. Factors that can impact 155 the accuracy of the map include: (1) failure by a Charging Station owner to provide sufficient maintenance or monitoring; (2) failure of a Charging Station owner to advise FLO of a change to access rules related to the Charging Station or power outages; (3) failure of a Roaming Network operator to advise FLO of changes or power outages related to a Charging Station; (4) force majeure situations beyond the reasonable control of the Charging Station owner, Roaming Network operator and/or FLO. 11. Charging Fees Charging Fees are set by Charging Station owners, at their sole discretion and in accordance with applicable law. Some Charging Stations are free -of -charge. Charging Stations may display applicable Charging Fees in different ways. For Charging Stations with screens that are manufactured by AddEnergie Technologies Inc., the Charging Fee will appear on a scrolling display. For Charging Stations without screens, including those on Roaming Networks, please verify posted signage or call FLO Customer Experience at the number on the FLO Website for applicable Charging Fees. Charging Fees are also posted on the Charging Station map available on the FLO Mobile App and FLO Website. For Charging Stations on the FLO Network, when the Charging Fee is based on an hourly rate, the Charging Session is billed in proportion to the time you use the Charging Services, to the second. Time is calculated based on the total period your EV is connected to the Charging Station, even if your Charging Session has terminated. To avoid unnecessary charges on time -based Charging Stations, please ensure you remove your EV promptly from the Charging Station after completion of the Charging Session. For Charging Stations on Roaming Networks, Charging Fees will be based on the rules of the Roaming Network. It is your responsibility to confirm any Charging Fees in advance of starting a Charging Session on a Roaming Network. Any questions regarding payment for Charging Sessions on Roaming Networks can be directed to FLO Customer Experience at service@flo.com and are governed by Section 6 above. Any additional fees associated with accessing the Networks (e.g. cellular data fees incurred for use of a smart phone or parking fees/tickets where applicable) are the FLO User's sole responsibility. 12. Charging Sessions Before commencing a Charging Session, please always review and follow any safety instructions posted on or around the Charging Station. Please also visually inspect the Charging Station to ensure that you do not see any visible damage. If you see any damage, please call FLO's 24/7 on -the -road support team to confirm whether the Charging Station is safe to use prior to commencing a Charging Session. Note that we have important limitations in these Driver Terms of Use on FLO's liability for any damage caused while using a Charging Station on the Networks. Charging Sessions on the FLO Network A FLO User with a valid FLO User Account containing a positive balance of any amount may use the Charging Services at any available Charging Station on the FLO Network. To activate a Charging Station that is on the FLO Network, you must either: Tap your Access Card on the designated area on the Charging Station; 156 Use your smart phone to find the Charging Station through the FLO Mobile App and follow the directives to start the activation process; or Call FLO's 24/7 on -the -road support team at the number posted on the Charging Station and provide your FLO User Account number (an additional fee will be applied). Charging Sessions on Roaming Networks Accessing and activating a Charging Station on a Roaming Network may be different. For instance, some Charging Stations may only allow you to activate them using the FLO Mobile App while others may accept your Access Card. Please review the signage at the individual Charging Station for details or call FLO's 24/7 on -the -road support team for assistance. For Charging Sessions on all Networks, the data generated by the Charging Station will indicate and be proof of the period of use of a Charging Station by a FLO User. 13. Transaction Receipt After each Charging Session, you will receive a receipt of the transaction at the e-mail address specified in your FLO User Account. The receipt will specify that your FLO User Account has been debited for the Charging Fees associated with the Charging Session. If the Charging Session occurred at a Charging Station on the FLO Network the Transaction Receipt will specify the following information: Access Card identification; Name of Network; Name of Park (group of Charging Stations in which Charging Station is located); Name of Charging Station; Date and time of the start of the Charging Session; Date and time of the end of the Charging Session; Energy consumed; Duration of Charging Session; Cost of Charging Session; Applicable Taxes; Total cost of the Charging Session; and Balance of FLO User Account. Please note that FLO Charging Stations do not provide physical receipts. 157 If the Charging Session occurred at a Charging Station on a Roaming Network, the Transaction Receipt may specify different information. 14. Charging Station Availability To determine whether a Charging Station is available for use, please consult the FLO Mobile App or the FLO Website. FLO assumes no direct or indirect liability in the event that the actual Charging Station availability or status differs from the information provided on the FLO Mobile App or on the FLO Website. 15. FLO User Obligations You agree to pay all Charging Fees for the Charging Services initiated by you or through the use of your Access Card, the FLO Mobile App, or telephone request connected to your User Account. You agree to use the Charging Services as would a reasonable person for the purposes for which the Charging Services were designed and in compliance with these Driver Terms of Use. To use the Charging Services, you must ensure that your electric vehicle is in proper functioning condition and that its battery and connecting apparatus are compatible with the Charging Station. You must comply with all applicable laws and regulations related to the Charging Stations and/or the property on which the Charging Stations are located. You are solely responsible for any damage that you cause to the Charging Station or the area in which it is located and you must immediately inform FLO Customer Experience in writing of any such damage at service@flo.com, providing the location, Charging Station number, type of damage caused and a photo of the damage, if applicable. You represent that all information in your FLO User Account is accurate and up-to-date and agree to take all steps necessary to update your FLO User Account information within a reasonable time if the information changes. You agree not to perpetuate any fraud or engage in any unlawful action against FLO or its affiliates in relation to the Charging Stations or the Networks. Should FLO discover that you have engaged in any such action in breach of these Driver Terms of Use, in addition to any other remedies available in these Driver Terms of Use or at law, FLO reserves the right to calculate and deduct any amount owing from your FLO User Account. 16. Use of the FLO Website and FLO Mobile App You may access and use the FLO Website and FLO Mobile App to obtain information regarding Charging Station locations on the Networks, trip mapping and other content and features that FLO may make available from time to time. Use of the FLO Website and FLO Mobile App are subject to FLO's Website Terms of Use and Privacy Policy. You acknowledge and agree that FLO may modify the FLO Website and FLO Mobile App in any way and at any time, with or without notice. You further acknowledge and agree that, while FLO has attempted to provide accurate information on the FLO Website and FLO Mobile App, such information may change frequently. In no event will FLO be responsible for the accuracy, usefulness or completeness of any information, materials or other content on the FLO Website or FLO Mobile App, nor does FLO warrant that any such information, materials, or other content is up -to date. 158 17. Personal Information Your use of the Charging Services generates data and personal information that is subject to the terms of the FLO Privacy Policy. 18. Term and Termination The Driver Terms of Use will continue for an indefinite term, until terminated. You may terminate your agreement with FLO under these Driver Terms of Use for any reason or no reason by cancelling your FLO User Account at any time, without any fees or penalty other than as provided herein, including replenishing any negative balance in the User Account, by notifying FLO Customer Experience in writing at the mailing address provided below or by e-mail at service@flo.com. FLO may terminate your FLO User Account and these Driver Terms of Use for any reason or no reason at any time. Upon termination, the FLO User Account you have created will, thereafter, be closed and the amounts deposited in the separate bank account and attributed to your FLO User Account will be reimbursed, net of any amounts owing by you to FLO, as described in the paragraph titled "Reimbursement of Deposits". 19. Violation of Driver Terms of Use FLO will only disclose any personal information it has about you (including your identity) in accordance with its Privacy Policy. You agree that FLO may, in its sole discretion and without prior notice, terminate your access to the Networks and/or block your future access to these Networks if FLO determines that you have violated these Driver Terms of Use or other agreements or guidelines which may be associated with your use of the Networks. You also agree that any violation by you of these Driver Terms of Use may cause irreparable harm to FLO, for which monetary damages would be inadequate, and you consent to FLO obtaining any injunctive or equitable relief that FLO deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies FLO may have at law or in equity. You agree that FLO will not be liable to you or to any third party for termination of your access to the Networks or Sites for any reason. 20. Disclaimer of Warranties YOU EXPRESSLY AGREE THAT THE USE OF THE NETWORKS, THE CHARGING STATIONS AND THE ACCESS CARDS IS AT YOUR SOLE RISK. THE NETWORKS, THE CHARGING STATIONS AND THE ACCESS CARDS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY, SATISFACTORY QUALITY, NON -INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. FLO PROVIDES THE FLO NETWORK AND ACCESS CARD AND FLO OR THE CHARGING STATION HOST PROVIDES THE CHARGING STATION ON A COMMERCIALLY REASONABLE BASIS AND FLO DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE CHARGING STATIONS OR ACCESS CARDS AT ANY GIVEN TIME OR LOCATION, OR THAT THERE WILL BE CHARGING STATIONS LOCATED IN A SPECIFIC GEOGRAPHIC AREA. YOUR ACCESS AND USE OF THE NETWORKS, THE CHARGING STATIONS AND ACCESS CARDS ARE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR 159 ANY DAMAGE TO YOUR EV, MOBILE DEVICE, OTHER PROPERTY OR ANY OTHER DAMAGES OR BODILY INJURIES THAT RESULT FROM SUCH ACCESS OR USE. FLO MAKES NO WARRANTY REGARDING THE NETWORKS, THE CHARGING STATIONS, THE ACCESS CARDS AND/OR THEIR CONTENT AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS THAT: THEY WILL MEET YOUR NEEDS AND EXPECTATIONS; THEY WILL BE ACCURATE, COMPLETE, RELIABLE OR RELEVANT; THEIR OPERATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR -FREE; THE METHOD OF BILLING SELECTED BY THE SITE HOST (PROVIDED THE SITE HOST IS NOT FLO OR AN AFFILIATE) COMPLIES WITH APPLICABLE LAW; DEFECTS OR ERRORS WILL BE CORRECTED; OR CHARGING STATIONS WILL PROVIDE A SPECIFIC QUANTITY OF ELECTRICITY. Some jurisdictions do not allow the exclusion of express or implied warranties so the above exclusions may not apply to you. 21. Limitation of Liability YOU AGREE THAT IN NO EVENT WILL FLO, ITS AFFILIATES (INCLUDING ITS PARENT COMPANY ADDENERGIE TECHNOLOGIES INC.), ANY CHARGING STATION OWNER OR HOST, ANY ROAMING NETWORK AND ANY CHARGING STATION SPONSOR OR ADVERTISER AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS OR REPRESENTATIVES, OR ANY AFFILIATES THEREOF ("FLO REPRESENTATIVES") HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY LOSS OR DAMAGE WHATSOEVER, INCLUDING INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR PAIN AND SUFFERING, BODILY INJURIES, EMOTIONAL DISTRESS OR SIMILAR DAMAGES, HARM TO BUSINESS OR REPUTATION, LOSS OF INFORMATION, LOSS OF PROFIT, LOSS OF REVENUE OR INCOME, LOSS OF SALARY OR OTHER COMPENSATION FROM EMPLOYMENT), ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE NETWORKS, THE CHARGING STATIONS, THE ACCESS CARDS OR THEIR CONTENT EVEN IF FLO OR ANY FLO REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE. FLO AND FLO REPRESENTATIVES DISCLAIM ALL LIABILITY FOR THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD -PARTY, INCLUDING BUT NOT LIMITED TO USERS OF THE NETWORKS OR ANY CHARGING STATION OR ANY ACCESS CARD, OR OWNERS OR LESSORS OF CHARGING STATIONS OR ANY OWNER, LESSOR, LICENSEE, OCCUPANT OR OTHER PERSON ON OR RESPONSIBLE FOR ANY PROPERTY ON WHICH A CHARGING STATION IS LOCATED ("THIRD-PARTYS") AND MAY IN NO CASE BE HELD LIABLE FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES) OR COSTS ARISING IN ANY MANNER FROM: THE ACTS, OMISSIONS OR CONDUCT OF A THIRD -PARTY; AND THE USE OF OR INABILITY TO USE THE NETWORKS, ANY CHARGING STATION OR ANY ACCESS CARD. 160 IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE DRIVER TERMS OF USE, FLO IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE NETWORKS, A CHARGING STATION OR AN ACCESS CARD, FLO'S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY CHARGING FEES INCURRED ON THE NETWORKS AND PAID TO FLO ARISING FROM YOUR USE OF THE NETWORKS IN THE SIX (6) MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE AGAINST FLO (FOR GREATER CERTAINTY NOT INCLUDING THE PURCHASE PRICE FOR ANY FLO HARDWARE OR SOFTWARE PRODUCTS OR ANY FLO EXTENDED WARRANTIES OR SIMILAR SUPPORT PROGRAM), OR (2) $100.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR JURSIDICTION TO JURISDICTION. THESE LIMITATIONS OR EXCLUSIONS OF LIABILITY MAY NOT PREJUDICE YOUR STATUTORY RIGHTS. 22. Indemnification You will indemnify, defend and hold FLO and FLO Representatives (the "Indemnified Parties") harmless from and against any claims brought by third parties against the Indemnified Parties resulting from: any breach by you of the Driver Terms of Use; any damage you cause to a Charging Station, the Networks, the property of a third party while you are in the process of using a Charging Station or the Networks (including driving to or from same); and your violation of any applicable law, rule or regulation. You agree that the Indemnified Parties will have no liability in connection with any such claim and agree to hold them harmless against any and all resulting losses, damages, judgments, awards, costs, expenses, as well as judicial and extrajudicial fees and costs. 23. FLO Contact Information You can send FLO an e-mail at service@flo.com. You can access the FLO Website at https://www.flo.com. You can send mail to FLO at the following address: FLO Services USA Inc. d/b in California as FLO Charging Solutions USA Inc. 75 South Clinton Ave., Suite 510 Rochester, NY 14604 USA For support using Charging Stations, you can contact FLO's 24/7 on -the -road support team at 1-888-356- 8911. For other inquiries, you can contact FLO's Customer Experience team at 1-855-543-8356. For questions relating to the FLO Website, you can e-mail webmaster@flo.com. For questions relating to privacy, you can e-mail privacy@flo.com. 161 24. E-mail E-mail is neither protected nor confidential. Messages may be lost or intercepted as are communications by other means (for example postal mail). No electronic system can be perfectly protected or error -free. FLO will not be responsible for damages you may suffer through the exchange of electronic mail or messages, should they be generated by you or by FLO. 25. Copyright All texts, images, photographs, information, audio clips, video clips, software and codes available on the FLO Website, the FLO Mobile App and the Charging Stations on the FLO Network (collectively the "Content"), including the presentation of the Content (defined above) are protected by United States and foreign laws, including copyright laws, and belong to FLO, its affiliates or its licensors. For so long as you agree to and comply with these Driver Terms of Use, FLO grants you a personal, non- exclusive, non -transferable license to use and display the Sites and their Content on your computer, mobile phone or any other electronic device, solely for personal and non-commercial use, and to make one copy, for backup or hard copy purposes, on condition that you not alter the Content and that you retain the copyright notices. The modification, reproduction, distribution, transmission, dissemination, representation, networking, marketing, publication, licensing, public performance, downloading, creation of derivative works, internet posting, sale or any exploitation of the Sites and their Content are prohibited. 26. Software All the software integrated into or included on the FLO Network, the FLO Website and FLO Mobile App, including all files and/or images contained in or generated by such software, is protected by copyright and may be protected by other rights as well. Such software belongs to FLO, its affiliates or its licensors. You may not: (i) use, reproduce, modify, adapt, translate, download or transmit the software, in whole or in part; (ii) sell, lease, rent, license or transfer the software or otherwise allow access thereto; (iii) alter, remove or cover any trademark or notice of ownership included in the software; and/or (iv) decompile, disassemble, decrypt, extract or reverse -engineer the Sites and its components, including, without limitation, the software, or assist anyone to do so. You acknowledge that you do not hold any right, title, interest or license to or in the software integrated into the Sites or that may be downloaded from the Sites. 27. Trademarks Certain names, words, titles, phrases, graphics, logos, icons or designs used in relation to the FLO Network, the Sites or the FLO Mobile App may be trademarks belonging to FLO or other service providers, used with the consent of third -party owners (the "Trademarks"). You agree not to remove, edit copy or otherwise alter or use the Trademarks, service marks, logos and other proprietary information. 28. Void Where Prohibited 162 The Networks are not intended to be used, and may not be used, outside of Canada and the United States. FLO makes no representation or warranty that the Networks or the information provided thereon is lawful in every jurisdiction from which it may be accessed, or that it is available for use in other jurisdictions. If you access or use the Networks from a jurisdiction outside of Canada or the United States, you are responsible for compliance with all applicable local laws. 29. Arbitration and Class Action Waiver BY AGREEING TO THESE DRIVER TERMS OF USE, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST FLO ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THE ARBITRATION AGREEMENT BELOW. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST FLO, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST FLO BY SOMEONE ELSE. Agreement to Binding Arbitration Between You & FLO (the "Arbitration Agreement") You and FLO agree that any dispute, claim or controversy arising out of or relating to (a) these Driver Terms of Use including the breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the FLO Network or the Roaming Networks at any time, whether before or after the date you agreed to the Driver Terms of Use, will be settled by binding arbitration between you and FLO, and not in a court of law. You acknowledge and agree that you and FLO are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and FLO otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and FLO each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. Arbitration Rules & Governing Law The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA's Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. The parties agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Arbitration Agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Notwithstanding any choice of law or other provision in the Driver Terms of Use, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce 163 and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of New York. Process A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration — Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of New York or such other applicable jurisdiction and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. Location & Procedure Unless you and FLO otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and FLO submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Arbitrator's Decision The arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An arbitrator's decision shall be final and binding on all parties. An arbitrator's decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. FLO will not seek, and hereby waives all rights FLO may have under applicable law to recover, attorneys' fees and expenses if FLO prevails in arbitration unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Fees Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages is less than $75,000, FLO will pay all such fees, unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). 164 Changes Notwithstanding any contrary provision herein, if FLO changes this Arbitration Agreement after the date you first agreed to the Driver Terms of Use, you may reject any such change by providing FLO written notice of such rejection within 30 days of the date such change became effective. This written notice must be provided either (a) by mail addressed to FLO at 75 South Clinton Ave. Suite 510, Rochester, New York, 14604 or (b) by email from the email address associated with your Account to FLO Customer Experience at service@flo.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and FLO in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Driver Terms of Use (or to any subsequent changes to the Terms). Severability & Survival If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Driver Terms of Use; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. 30. General Provisions By using the Networks from within the United States, to the extent permitted by applicable law, you agree that these Driver Terms of Use are governed by and construed under the laws of the state of New York, without reference to its conflict of laws provisions If any provision of these Driver Terms of Use, including any documents incorporated therein by reference, is held to be invalid or unenforceable, (i) that provision will be deemed severable to these Driver Terms of Use and shall not affect the validity and enforceability of any remaining provisions which will remain in full force and effect and (ii) a new provision will be deemed substituted in lieu of the provision so severed which new provision will, to the extent possible, accomplish the intent of the parties hereto as evidenced by the provision so severed. The Driver Terms of Use and any documents incorporated therein by reference constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Each party acknowledges that, in entering into these Driver Terms of Use it has not relied on, and (in the absence of fraud) will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Driver Terms of Use. Nothing in the foregoing sentence shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation. Any waiver of any provision of the Driver Terms of Use will be effective only if in writing and signed by FLO. The failure of a party to assert any right under these Driver Terms of Use shall not be considered a waiver of that party's right and those rights will remain in full force and effect. You are not allowed to 165 assign these Driver Terms of Use or any rights hereunder. FLO is allowed at its sole discretion to assign these Driver Terms of Use or any rights hereunder to any third party, without giving prior notice to you. 31. Third Party Cellular Transmission Service Where FLO subscribes to a telecommunication service to assist in providing the Charging Services, the FLO User understands and agrees that the FLO User: (1) has no contractual relationship with the underlying wireless service carrier; (2) is not a third party beneficiary of any agreement between FLO and the underlying carrier; (3) the underlying carrier has no liability of any kind to the FLO User whether for breach of contract, warranty, negligence, strict liability in tort or otherwise; (4) message or data transmissions may be delayed, deleted or not delivered, and 911 calls may not be completed; and (5) the underlying carrier cannot guarantee the security of wireless transmissions and will not be liable for any lack of security relating to the use of the services. © 2021. FLO Services USA Inc. d/b in California as FLO Charging Solutions USA Inc. All rights reserved. TERMS OF USE In -Effect Date: June 26, 2018 Thank you for using our websites www.flo.com any associated sites, our mobile application or our transactional pages (collectively, the "Sites"), owned and operated by FLO Services USA Inc. d/b in California as FLO Charging Solutions USA Inc. ("FLO"), a corporation incorporated under the laws of the State of Delaware with a mailing address at 75 South Clinton Ave. Suite 510 Rochester, NY 14604, USA. Acceptance of Terms of Use By using any of the Sites, you agree to be bound by the following terms of use of the Sites, our privacy policy (our "Privacy Policy") and any terms and conditions of sale provided during your purchase or use of any of our products or services, all of which form integral parts of these Terms of Use (collectively, the "Terms of Use"). If you do not wish to accept the Terms of Use, you are required to stop using the Sites. The Terms of Use constitute a contract between you and FLO regarding access to and use of the Sites. FLO invites you to read the Terms of Use carefully before using the Sites and to not hesitate to contact FLO's webmaster if you have any questions at webmaster@flo.com. Any inconsistencies between these Terms of Use, the Privacy Policy and any terms of conditions of sale shall be resolved by FLO in its sole and absolute discretion. Modification to Terms of Use 166 In the spirit of continuously improving its processes and operations, FLO reserves the right to modify, at its sole discretion, the Terms of Use or to add new terms and conditions. By accessing and using the Sites after amended Terms of Use have been posted, you accept to respect and be bound by such amended Terms of Use. FLO invites you to consult the Terms of Use from time to time to be up-to-date. Suspension or termination of access to Sites FLO may, at its sole discretion, decide to stop providing (permanently or temporarily), to you or to all, access to the Sites (or a functionality of the Sites) without prior notice and without any liability or cost to FLO. If FLO experiences technical difficulties with the Sites, you may be unable to access the Sites and your account details or to complete a transaction during such a period. FLO shall use reasonable commercial efforts to advise you of when the problem will be resolved but makes no express warranties regarding when service will be restored. You may not rely on any timing guidance provided during technical difficulties —such guidance is to be treated as an informed estimate only. Use of Sites The Sites allow you to access information on the various electric vehicle charging products and services offered by FLO, to make purchases and to use the FLO charging network and in some cases, to learn about and use other networks with which FLO has a roaming arrangement, subject to your agreement to the terms of those networks. THE INFORMATION PROVIDED ON THE SITES IS OFFERED BY FLO FOR REFERENCE ONLY AND MAY NOT BE RELIED UPON BY YOU OR ANY PERSON. Prohibited Uses of the Sites You may not use any "deep -link", "page -scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Sites or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Sites or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Sites. FLO reserves the right to bar any such activity. You may not attempt to gain unauthorized access to any portion or feature of the Sites, or any other systems or networks connected to the Sites or to any FLO server, or to any of the services offered on or through the Sites, by hacking, password "mining" or any other illegitimate means. You may not probe, scan or test the vulnerability of the Sites or any network connected to the Sites, nor breach the security or authentication measures on the Sites or any network connected to the Sites. You may not reverse look -up, trace or seek to trace any information on any other user of or visitor to the Sites, or any other customer of FLO, including any FLO account not owned by you, to its source, or exploit the Sites or any service or information made available or offered by or through the Sites, in any way where the purpose is to reveal any information, including but not limited to personal information, other than your own information, as provided for by the Sites. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Sites or FLO's systems or networks, or any systems or networks connected to the Sites or to FLO. 167 You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Sites or any transaction being conducted on the Sites, or with any other person's use of the Sites. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to FLO on or through the Sites or any service offered on or through the Sites. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity. You may not use the Sites or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of FLO or others. You are prohibited from and agree not to submit to the Sites any information that is inappropriate, obscene, or fraudulent. You are prohibited from and agree not to engage in any activity related to the use of the Sites that constitutes a criminal offence or unlawful action. You must not deploy any kind of destructive software on the Sites, such as a virus, computer worm, Trojan horse, time bomb, cancelbot or any other harmful file, program or code designed to interrupt, destroy or limit the functionality of the Sites. You must not attempt to gain unauthorized access to the Sites or other computer systems or networks related to the Sites, by hacking passwords or other means; obstruct or disrupt networks or servers related to the Sites or breach the rules, policies or procedures of such networks; or use, download or otherwise copy or provide to another person or entity the directory of users or other information on users, or information on the use or part of same for purposes other than those related to use of the Sites. Mobile Application By installing the FLO application, you consent to the activation by FLO of the FLO mobile application and to all future updates and upgrades. You may refuse consent at any time by uninstalling the application from your device. For help, contact FLO at service@flo.com. Be advised that the activation of the FLO mobile application (including updates and upgrades) may have these consequences: your device will communicate with our servers to provide the functionalities and services (as described on the platform used to download the mobile application, such as iTunes or Google Play); we will prompt you to accept to share your geolocation in order to help us tailor our services to your needs, such as directing you towards the closest available charging station; and your preferences relating to mobile applications or data stored on your device may be affected; personal information may be collected, as more fully explained in our Privacy Policy. Your telecommunications providers and credit card processing companies may charge you fees in relation to your use of the FLO mobile application or of our services, as well as when updating the application. These fees are at your expense. 168 Registration with the Sites Certain pages of the Sites require registration. If you choose to register, you agree to provide accurate information regarding yourself, and to keep this information up-to-date. You are responsible for: maintaining the confidentiality of the passwords you choose or that are assigned to you following your registration; any activity carried on under your user name; and exiting your account at the end of each session. You undertake to notify FLO in writing of any unauthorized use of your user name or your password as soon as you are aware of such activity, by email or otherwise. You are responsible for any losses or damages incurred until the time of the written notice. Personal Information All personal information that you may provide to the Sites is subject to our Privacy Policy. This policy is an integral part of these Terms of Use and FLO invites you to read this policy carefully before giving any personal information. Electronic Mail Electronic mail is neither protected nor confidential. Messages may be lost or intercepted as are communications by other means (for example postal mail). No electronic system can be perfectly protected or error -free. FLO will not be responsible for damages you may suffer through the exchange of electronic mail or messages, should they be generated by you or by FLO. Customer Content The Sites may offer you functions that allow you to submit to FLO messages, comments, data, texts, software, music, sounds, photographs, images, videos and other materials to be posted on the Sites ("Customer Content"). When you submit your Customer Content to FLO for posting on the Sites, please be advised that you are granting FLO an unrestricted, irrevocable, non-exclusive, perpetual and royalty -free worldwide: license to use, reproduce, store, adapt, translate, modify, create derivative works from, transmit, distribute, publicly perform or display your Customer Content for any purpose whatsoever; and sublicense to third parties who have access to the Sites to use on a computer, mobile telephone or other electronic device for personal and non-commercial use. In addition to the granting of the above license, please be advised that: You agree to waive all moral rights to the Customer Content in favor of FLO; FLO cannot be held liable for any loss, corruption or damage to your Customer Content; and 169 the Customer Content will be considered non -confidential. By submitting your Customer Content to FLO, you represent and warrant to FLO that the Customer Content: is original; does not infringe any intellectual property right; belongs to you exclusively, or as the case may be, you have obtained the holder's written permission to submit the Customer Content; does not contain any defamatory comment or any obscenity and does not violate a third party's privacy or publicity rights. Copyright All texts, images, photographs, information, audio clips, video clips, software and codes available on the Sites (collectively the "Content"), including the presentation of the Content and the Customer Content (defined above) are protected by United States and foreign laws, including copyright laws, and belong to FLO, its affiliates or its licensors. For so long as you agree to and comply with these Terms of Use, FLO grants you a personal, non- exclusive, non -transferable license to use and display the Sites and their Content on your computer, mobile phone or any other electronic device, solely for personal and non-commercial use, and to make one copy, for backup or hard copy purposes, on condition that you do not alter their Contents and that you retain the copyright notices. The modification, reproduction, distribution, transmission, dissemination, representation, networking, marketing, publication, licensing, public performance, downloading, creation of derivative works, Internet posting, sale or any exploitation of the Sites and their Content are prohibited. Software All the software integrated into or included on the Sites, including all files and/or images contained in or generated by such software, is protected by copyright and may be protected by other rights as well. Such software belongs to FLO, its affiliates or its licensors. You may not: (i) use, reproduce, modify, adapt, translate, download or transmit the software, in whole or in part; (ii) sell, lease, rent, license or transfer the software or otherwise allow access thereto; (iii) alter, remove or cover any trademark or notice of ownership included in the software; and/or (iv) decompile, disassemble, decrypt, extract or reverse -engineer the Sites and its components, including, without limitation, the software, or assist anyone to do so. You acknowledge that you do not hold any right, title, interest or license to or in the software integrated into the Sites or that may be downloaded from the Sites Trademarks Certain names, words, titles, phrases, graphics, logos, icons or designs used on the Sites may be trademarks belonging to FLO or other service providers, used with the consent of third -party owners 170 (the "Trademarks"). You agree not to remove, edit or otherwise alter Trademarks, service marks, logos and other proprietary information contained on the Sites. Trademarks and the information contained on the Sites, including comments from users, may not be reproduced, in whole or in part, or used in any way without obtaining our prior written consent. Social media websites Certain pages of the Sites may be accessible through various social media platforms, including, but not limited to, Facebook, Twitter, YouTube, Linkedln and others. Before consulting or using the Sites through these social media platforms, you must read and comply with their respective terms of use and privacy policy. Hyperlinks The fact that the Sites offer links to other websites does not mean that FLO endorses or approves the content of these websites or the products, services or publications that may appear thereon. The content available through these hyperlinks is not subject to FLO policies. Therefore, FLO shall not be held responsible for any damages that you may incur when you are redirected to another website by way of a hyperlink. Disclaimer of Warranties YOU EXPRESSLY AGREE THAT THE USE OF THE SITES AND THE INTERNET IS AT YOUR SOLE RISK. THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY, SATISFACTORY QUALITY, NON -INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. FLO PROVIDES THE SITES ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT FLO WILL HAVE ADEQUATE CAPACITY FOR THE SITE AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA. YOUR ACCESS AND USE OF THE SITES ARE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE DEVICE, OR ANY OTHER DAMAGES THAT RESULTS FROM SUCH ACCESS OR USE. FLO MAKES NO WARRANTY REGARDING THE SITES AND/OR THEIR CONTENT AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS THAT: THEY WILL MEET YOUR NEEDS AND EXPECTATIONS; THEY WILL BE ACCURATE, COMPLETE, RELIABLE OR RELEVANT; THEIR OPERATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR -FREE; THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THEY WILL BE FREE OF VIRUSES OR HARMFUL ELEMENTS. Limitation of Liability YOU AGREE THAT IN NO EVENT SHALL FLO, ITS AFFILIATES (INCLUDING ITS PARENT COMPANY ADDENERGIE TECHNOLOGIES INC.) AND THEIR EMPLOYEES, OFFICERS, DIRECTORS OR REPRESENTATIVES ("FLO REPRESENTATIVES") HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY LOSS OR DAMAGE 171 WHATSOEVER, INCLUDING INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR PAIN AND SUFFERING, EMOTIONAL DISTRESS OR SIMILAR DAMAGES, HARM TO BUSINESS OR REPUTATION, LOSS OF INFORMATION, LOSS OF PROFIT, LOSS OF REVENUE OR INCOME, LOSS OF SALARY OR OTHER COMPENSATION FROM EMPLOYMENT), ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITES OR ITS CONTENT EVEN IF FLO OR ANY FLO REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS OR IF SUCH DAMAGES OR LOSS WAS FORESEEABLE. FLO AND FLO REPRESENTATIVES DISCLAIM ALL LIABILITY FOR THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD -PARTY USER OF THE SITES OR OF ANY ADVERTISER OR SPONSOR OF THE SITES ("THIRD - PARTY USERS") AND MAY IN NO CASE BE HELD LIABLE FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES) OR COSTS ARISING IN ANY MANNER FROM: THE ACTS, OMISSIONS OR CONDUCT OF A THIRD -PARTY USER; AND THE USE OF OR INABILITY TO USE ANY SOFTWARE, CONTENT OR SERVICES OF THE SITES OR OFFERED THROUGH ANOTHER SITE LINKED TO THE SITES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF USE, FLO IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITES OR ANY CONTENT, FLO'S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY FEES WITH RESPECT TO ANY SERVICE ON THE FLO NETWORK PAID IN THE SIX MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE AGAINST FLO (FOR GREATER CERTAINTY NOT INCLUDING THE PURCHASE PRICE FOR ANY FLO HARDWARE OR SOFTWARE PRODUCTS OR ANY FLO EXTENDED WARRANTIES OR SIMILAR SUPPORT PROGRAM), OR (2) $100.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. Indemnification You will indemnify and hold FLO and FLO Representatives (the "Indemnified Parties") harmless from and against any claims brought by third parties resulting from: any breach by you of the Terms of Use; your browsing or use of the Sites or any site to which the Sites are or may be linked from time to time, or your inability to do so; your use of or reliance upon publications, communications, distributions or downloads of any nature through the Sites; and/or your violation of any applicable law, rule or regulation. You agree that the Indemnified Parties will have no liability in connection with any such claim and agree to hold them harmless against any and all resulting losses, damages, judgments, awards, costs, expenses, as well as judicial and extrajudicial fees and costs. Violation of These Terms of Use 172 FLO may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Sites, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) FLO's rights or property, or the rights or property of visitors to or users of the Sites, including our other customers. FLO reserves the right at all times to disclose any information that FLO deems necessary to comply with any applicable law, regulation, legal process or governmental request. FLO also may disclose your information when FLO determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. You acknowledge and agree that FLO may preserve any transmittal or communication by you with FLO through the Sites or any service offered on or through the Sites, and may also disclose such data if required to do so by law or FLO determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others or (4) protect the rights, property or personal safety of FLO, its employees, users of or visitors to the Sites, and the public. You agree that FLO may, in its sole discretion and without prior notice, terminate your access to the Sites and/or block your future access to the Sites if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Sites. You also agree that any violation by you of these Terms of Use may constitute an unlawful and unfair business practice, and may cause irreparable harm to FLO, for which monetary damages would be inadequate, and you consent to FLO obtaining any injunctive or equitable relief that FLO deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies FLO may have at law or in equity. If FLO does take any successful legal action against you as a result of your violation of these Terms of Use, FLO will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to FLO. You agree that FLO will not be liable to you or to any third party for termination of your access to the Sites for any reason. Void Where Prohibited The information provided on the Sites are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject FLO to any registration requirement within such jurisdiction or country. FLO makes no representation or warranty that any material on the Sites are lawful in every jurisdiction from which such Content can be accessed, or is available for use in all jurisdictions. If you access or use the Sites from a jurisdiction outside the State of Delaware you are responsible for compliance with all applicable local laws. Governing Laws The Sites are made accessible, operated and controlled from FLO in the State of Delaware USA. It can be accessed from various countries of the world. The laws of the State of Delaware, without regard to conflicts of law provisions, will apply to all matters arising out of or in connection with the Sites and your access and use of the Sites. By accessing or using the Sites, you submit and consent to the exclusive 173 jurisdiction of state and federal courts in the State of Delaware with respect to any dispute or cause of action (whether contractual or non -contractual) arising out of or in connection with these Terms of Use, the Privacy Policy, any terms and conditions of sale and/or your access and use of the Sites. Binding Arbitration and Class Action Waiver You and FLO agree to arbitrate all disputes between you and FLO or its affiliates relating to your use of the Site or otherwise arising from these Terms of Use, the Privacy Policy and the limited warranty and terms and conditions of sale applicable to FLO's products, except disputes relating to the enforcement of FLO or its affiliates' intellectual property rights. You and FLO empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these Terms of Use, the Privacy Policy and the limited warranty and terms and conditions of sale applicable to FLO's products, including the arbitrability of any dispute and any claim that all or any part of these terms are void or voidable. All disputes shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. For more information, visit www.adr.org. To start an arbitration proceeding, use the form on AAA's website (www.adr.org) Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim. Arbitration will take place in Delaware, USA, and you and FLO agree to submit to the personal jurisdiction of the federal or state courts located there, in order to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator. PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor FLO will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. You agree that any action at law or in equity arising out of or relating to the Site, these Terms of Use, the Privacy Policy and limited warranty and terms and conditions of sale applicable to FLO's products that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in Delaware, USA. and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action. Complaints, Notices and Contact Information FLO takes claims of infringement of intellectual property rights, defamation and violation of rights of privacy or publicity very seriously. If you believe that any of the material that is or was on the Sites 174 infringes or has infringed any rights, including copyrights or trademarks, owned by you, or by an owner for which you are authorized to act, please contact us at webmaster@flo.com. General Provisions If any provision of these Terms of Use, the Privacy Policy and/or terms and conditions of sale (if applicable) is held to be invalid or unenforceable, that provision will be deemed severable to these Terms of Use, the Privacy Policy and/or terms and conditions of sale and shall not affect the validity and enforceability of any remaining provisions which will remain in full force and effect. The Terms of Use, the Privacy Policy and/or terms and conditions of sale (if applicable) constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Each party acknowledges that, in entering into these Terms of Use it has not relied on, and (in the absence of fraud) shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms of Use. Nothing in the foregoing sentence shall exclude or restrict the liability of you arising out of fraud or fraudulent misrepresentation. Any waiver of any provision of the Terms of Use will be effective only if in writing and signed by FLO. The failure of party to assert any right under these Terms of Use shall not be considered a waiver of that party's right will remain in full force and effect. You are not allowed to assign these Terms of Use or any rights hereunder. FLO is allowed at its sole discretion to assign these Terms of Use or any rights hereunder to any third party, without giving prior notice to you. © 2018. FLO Services USA Inc. All rights reserved. FLO.TERMS.OF.USE.US.06.2018.v1 FLO PRIVACY POLICY In -Effect Date: June 26, 2018 Welcome and thank you for using our website, mobile application or transactional pages (collectively, the "Sites"), as well as our network of charging stations, owned and operated by FLO Services USA Inc. (collectively, "FLO"), FLO's key office for privacy -related issues is located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. FLO collects information about you when you visit our Sites or use our network of charging stations (the "FLO Network"). The purpose of this privacy policy, as it may be amended from time -to -time (the "Privacy Policy") is to provide you with information about how and why FLO collects, uses and discloses information about you, the options you have in this respect and how you can access and rectify it, if necessary. Note that we reserve the right to update this Privacy Policy from time to time and your use of the Sites and the FLO Network following an update constitutes your agreement to any modifications, subject to applicable law. 175 We reserve the right to update and change the terms of this Privacy Policy at any time. If we decide to update and materially change the terms of our Privacy Policy, we will post those changes in our Sites, and in the updated Privacy Policy. We may also notify you at the e-mail you provided us with. You should periodically check this Privacy Policy for updates. By continuing to access or use the Sites or the FLO Network after we have posted an updated Privacy Policy or have provided you with written notice to you of any material modification to same via email or other method of notification you specify, you are agreeing to be bound by the modified Privacy Policy. Consent By using our Sites or the FLO Network, you consent to our collection, use and disclosure of that personal information as described in this Privacy Policy. We, therefore, invite you to read this Privacy Policy carefully. You may withdraw your consent to any further collection of personal information, in whole or in part, at any time by writing to our Privacy Officer at privacy@flo.com. We, wish to advise you, however, that by doing so you may cease to enjoy certain privileges offered by the use of our Sites and the FLO Network. Location The Sites are intended for the use of our customers and users in the United States of America only. You may not use the Sites from another country. If you use the Sites from another country, you agree that only the laws of the United States of America will apply to your use and that we will under no circumstances be liable for, and you will hold us harmless against the application of the laws of any other country. Types of Information Collected Personal Information For the purposes of this Privacy Policy, "personal information" refers to any information concerning an individual that allows for the individual to be identified (directly or indirectly). You are not required to supply personal information to view the content of the Sites. However, we will require your personal information in certain instances, such as when you buy a charging station, when you create a user account to use the FLO Network, when you use the FLO Network to charge your electric vehicle or when you contact customer service. Depending on the circumstances, we may collect different types of personal information about you, including the following: your name; your address; your date of birth; your email address; your phone number; 176 your use of the FLO Network, such as your power consumption, the date of use, your geolocation and other similar information; your electric vehicle model; identifiers such as cookies, IP addresses, and mobile device IDs that recognize individuals over time and across different websites or online services, where those identifiers can be reasonably linked to an identifiable individual; and details about problems using the FLO Network you may have experienced. Client Experience We may solicit your input on your experience using the FLO Network or navigating the Sites. Telephone Communications If you communicate with one of our representatives by phone, the conversation may be recorded in order to assess the quality of the service, to train our employees or to protect both parties in case of disagreement. You will be notified of such recording in advance and may refuse it. Cookies We use cookies and other similar surveillance technologies (including scripts, pixel tags, etags, web beacons) to help customize the Sites for visitors. Cookies are small text files that your browser installs on your computer or other device that enable the Sites to recognize you upon your visit. These cookies remain on your computer and are automatically retrieved when you visit the Sites. Some cookies are necessary for the Sites to function efficiently when you visit, and they allow us to know the pages you have visited. These cookies do not contain any personal information. You may disable cookies on your computer. Most browsers are initially set up to accept cookies; however, the "help" feature of the menu bar on most browsers will tell you how to manage cookies and/or how to disable them completely. Please be advised that disabling cookies may affect user functionality. For instance, visitors who have disabled cookie processing will no longer be able to enjoy all functionalities related to the management of their user account. Web Logs We keep standard web logs that record data about all visitors to the Sites. These logs do not contain personally -identifiable information and may consist of: the Internet domain from which you access the Sites; the location from which you access the Sites the type of browser and operating system you use; the date and time you visited the Sites; the pages you viewed on the Sites; and 177 the address of the websites from which you linked to the Sites. We also may have to record your IP address when you visit the Sites. When you surf the Internet, your computer is automatically assigned an IP address via an Internet protocol. Your IP address is either static or dynamic; a static IP address may allow for you to be identified; while a dynamic IP address does not usually allow for it. Information Through Mobile Devices. When you access the Sites or the FLO Network through your mobile telephone or other mobile devices ("Mobile Device"), we may collect: (i) Mobile Device type and manufacturer; (ii) mobile carrier; (iii) Mobile Device identifiers ("Device ID"); (iv) telephone number; (v) Internet Protocol address; (vi) geographic location/country/zip code; (vii) platform version; (viii) installation, navigation, access, interaction, impression and engagement information; (ix) network connection type; (x) browser type; (xi) Mac address; (xii) iOS advertiser ID; and (xiii) such other information you voluntarily provide to us. In addition, we may collect information you provide when you sign up to have Short Message Service notifications sent directly to your Mobile Device. Children The Sites are not intended for children under the age required to drive an automobile in your jurisdiction or 13 years, whichever is higher. If you are under this age, please do not provide personal information to us of any kind whatsoever. If a child under this age provides us with personal information, a parent or guardian of that child may contact us to have this information deleted from our records. If you believe that we may hold information from a child under the age of 13, please notify us though our Privacy Officer by e-mail at privacy@flo.com. Use of Information We use the information we collect about you mainly for the following purposes: Administering the Sites and making them available to you; Allowing you to buy our products and services online; Allowing you to access the FLO Network and networks with which we have roaming agreements and to use the charging services they offer; Billing you for your charging activities on the FLO Network and networks with which we have roaming agreements; Detecting and preventing threats to computer or FLO Network security; Developing and marketing our brand image, products and charging services, promotions and advertising. Communicating with you about technical notices, product and service upgrades, security alerts and support— because this information is important to your interaction with FLO, you may not opt out of receiving these communications while you still have an account with us; Verifying your identity and the veracity of any requests if you contact us; 178 Responding to your requests, complaints, comments and questions, including helping you find alternative charging locations near you, if necessary; If you enter into a sweepstake, contest, or similar promotion, we may use the information you provide to administer those programs; and From time to time, any other purpose authorized or required by applicable law. We also use the information we collect about you to generate statistics, gather information, and measure activity on the Sites and on the FLO Network. When we compile information for these statistical purposes, your personal information is not individually identifiable. Rather, it forms part of a whole made up of data from all the users of charging stations. We may use your personal information to communicate with you about our services, upcoming events, promotions and special offers, and other news about us. We will ask you for your consent before doing so, subject to the applicable laws. Moreover, you will have the right to request information regarding our disclosure of your personal information to our affiliates or third parties for marketing purposes. You may do so and/or withdraw your consent to this type of use by writing to our customer service at privacy@flo.com. More particularly, if you are on our mailing list and wish to unsubscribe, you may do so by clicking the link provided on every email. We use cookies to help us analyze the Sites' performance, remember your preferences, monitor your usage and tailor advertisements to you (see the section on Interest -Based Advertising below). Sharing of Information Your personal information will not be shared with third parties other than as described in this Privacy Policy, except as required or authorized by law, or as ordered by a competent court. Partners and Suppliers FLO may share information related to your use of the Sites and the FLO Network (i) with the owners and the hosts of our charging stations, and with our service providers and entities with which we run joint programs or offers, such as electricity suppliers, in order to improve or to continue to offer the charging services and to provide services related to programs you have chosen to participate in involving our service providers and entities with which we run joint programs or offers. When you use your FLO user account to "roam" on another EV charging network with which we have a roaming arrangement, or if you are a member of another EV charging network "roaming" on the FLO Network, we are required to disclose various personal information with the operator of the other network to support your charging including, but not limited to, name, FLO Network user number, charging information, contact information, to provide any support necessary and conduct billing and reporting as required by agreement with our roaming partners. When you are a member of another EV charging network, by using our FLO Network and Sites you agree to be bound by this Privacy Policy. Within FLO, we limit access to your personal information to authorized personnel in compliance with applicable law. 179 Third parties We may also share information with third parties, specifically financial and legal advisors, as part of a sale or assignment of our business, for audit purposes or for other financial transactions, including, but not limited to, credit transactions. Affiliates We may disclose personal information to our subsidiaries, parent companies, joint ventures and other corporate entities under common ownership located in the United States, Canada or anywhere else in the world for the purpose of transferring and processing such personal information based on our instructions and such purposes as described in this Privacy Policy. Ownership Change In the event we combine with another company in the future through a corporate merger, sale, acquisition, liquidation or other similar process, your personal information may be transferred with the business or a part of it, or may be sold as an asset of the business, to the successor organization in such transaction. If material changes to our privacy practices will occur as a result of such transaction, you will be notified via prominent notice in our Sites of any change in ownership or uses of your personal information, as well as choices you may have regarding your personal information. Aggregated Information We may share with third parties some non -personally identifiable information and aggregated non - personally identifiable information, for example, the number of customers located in a certain geographic area or the number of hours in a day customers with an electric vehicle use electric vehicle chargers. Safekeeping of Information No method of transmission over the Internet, or method of electronic storage is ever completely secure. There is always a risk that the information you are sending us may be lost, intercepted, hacked or misused. Therefore, we encourage you to take special care in deciding what personal information you provide to us as we cannot guarantee its absolute security. Storage of Information All personal information will be safeguarded in a confidential manner in compliance with the privacy laws of the jurisdictions where we do business. We employ reasonable administrative, technical and physical safeguards to protect your personal information from loss, theft and unauthorized access, use, modification and destruction. We process personal information on our servers in the United States, Canada and in other countries. In some cases, we may process your personal information outside of your country. By using our Sites or the FLO Network, you consent to your personal information being transferred to, stored in, and processed outside of the United States. Access to your personal Information You have a right, under the law, to obtain access to your personal information and to request that it be corrected if the personal information is inaccurate, out of date, incomplete or ambiguous, or if the 180 collection, release or keeping of the information is not authorized by law. If you notice any errors or inaccuracies, please let us know and we will make the necessary corrections. Subject to our retention rights described below, you may also request to have your personal information deleted. Any request for access to, or correction or deletion of your personal information and any notice shall be directed by e-mail to FLO's Privacy Officer: privacy@flo.com. Retention Period Your personal information is kept as long as required for the purposes for which it was collected or for the purposes of compliance with our legal and regulatory obligations. When the information is no longer necessary, it is destroyed. When destroying documents and data, we follow strict procedures and ensure that only authorized personnel have access to them. In addition, we will provide notice to you of any breach of security, confidentiality or unauthorized release of personal or private data in accordance with applicable laws, rules and regulations. Interest -Based Advertising This section tells you about FLO's online advertising practices. As mentioned above, we use cookies and other similar surveillance technologies (including scripts, pixel tags, etags, web beacons) on the Sites to understand your habits when you browse the Sites or the websites that display our advertisements. These tools help us and our marketing partners tailor advertisements that we think are most helpful and relevant to you. We may also use the information we gather about you to customize our advertisements according to your interests. Customized Social Media Ads FLO partners with third -party social media platforms, such as Facebook, to show you customized advertisements. To offer such ads, we may convert your email address, telephone number or other contact information you have provided to us into a unique value which can be matched to your social media profile by our partners, such as Facebook or other social media platforms. While FLO does not provide any personal information to these platforms, these platforms may gain insights about individuals and help us in providing interest -based advertising. Please visit Facebook for information on Facebook's advertising and privacy policies https://www.facebook.com/about/privacy/), and visit any other social media platform you use for information on their policies. Your Choices with Respect to Interest -Based Advertising You have a choice whether or not to accept the use of certain cookies by using the "help" feature of your Internet browser. You can opt -out of network advertising programs here: NAI opt -out page: http://www.networkadvertising.org/managing/opt_out.asp and Ad Choices opt -out page: http://www.aboutads.info/choices/ You can opt -out of customized social media ads by adjusting your social media settings (for instance, you can manage your settings via your Facebook profile). You can also unsubscribe from mailing lists by using the links included in the advertisements. 181 Do Not Track We do not respond to DNT (Do Not Track) signals. Please note that if you opt -out you may still receive online advertising from FLO or from other websites or applications. However, these advertisements will not be displayed to you based on your interests. Final Provisions This Privacy Policy is an integral part of the Terms of Use of the Sites and the FLO Network and all of their terms and conditions apply herein, including without limitation, the provisions regarding applicable laws and possible modifications. © 2018. FLO Services USA Inc. All rights reserved. Visit FLO.com > Get support > Francais > 182 Attachment 5 11, DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL DATE: February 21, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager Agenda Item 8.1 SU B.ECT: Community Charging Program Request from Dublin Chevrolet Prepared by: Jordan Foss, Management Analyst II, and Andrew Russell, Public Works Director EXECUTIVE SUMMARY: The City Council will consider a request from Dublin Chevrolet to provide electric vehicle charging stations to the City through the General Motors Dealer Community Charging Program. STAFF RECOMMENDATION: Receive the report and take the following actions: 1) Authorize the City Manager to negotiate and enter into an agreement with Dublin Chevrolet to provide electric vehicle (EV) charging stations at a City of Dublin facility, subject to conditions, through the General Motors Dealer Community Charging Program; and 2) Authorize the City Manager to enter into a service agreement with FLO for EV charging services. FINANCIAL IMPACT: Based on conversations with the vendor, Staff expects that approval of the agreement and allowing the installation by Dublin Chevrolet of EV chargers will result in minimal financial impact to the City. Any additional unforeseen costs would be addressed through the City's Electric Vehicle Charging Stations Project (No. GI0219) in the adopted Capital Improvement Program (CIP). At the end of the five years, the City would assume maintenance and operation of the chargers. Certain ongoing costs would be offset by revenues received from fees charged to users of the charging stations. Page 1 of 5 183 DESCRIPTION: Background On September 15, 2020, the City Council adopted the City of Dublin Climate Action Plan 2030 and Beyond (CAP 2030). CAP 2030 includes five strategies and 22 associated measures to reduce greenhouse gas (GHG) emissions to 40% below 1990 levels by 2030 and to put the City on the path to reach carbon neutrality by 2045. Reducing GHG-emissions from transportation is essential since transportation accounts for 60% of total GHG emissions in Dublin. CAP 2030, Measure SM-2, Develop an EV Infrastructure Plan, includes a goal to add 184 new publicly accessible EV chargers in Dublin by 2030 to meet the CAP 2030 goal of 33% EV ownership in Dublin by the same date. Staff is in the initial phase of developing the EV Infrastructure Plan to determine the optimal locations for and types of charging stations, the preferred ownership and maintenance model, and other factors to consider as EV infrastructure is built. Electric Vehicle Chargers EV chargers, also known as Electric Vehicle Supply Equipment (EVSE), are currently categorized as Level 1, Level 2, or Level 3. Level 3 chargers are also referred to as Direct Current (DC) Fast Chargers. The levels are defined by the operating voltage, which, along with the available electric current, determines how much power the charger can provide. The differences are illustrated below. KNOW YOUR EV CHARGING STATIONS AC Level One AC Level Two DC Fast Charge VOLTAGE 120V 1-Phase AC AMPS 12-16 Amps CHARGING LOAD 1.4-1.9 kW CHARGING TLME 3-5 Miles per Hour VOLTAGE 208V or 240V 1-Phase AC AMPS 12-80 Amps (Typ. 32 Amps) CHARGING LOAD 2.5-19.2 kW (Typ. 6.6 kW) CHARGING TIME 12-60 Miles per Hour VOLTAGE 208V or 480V 3-Phase AC AMPS >100 Amps CHARGING LOAD 50-350 kW CHARGING TIME 60-80 Miles in 20 Minutes The City currently has 17 publicly accessible EV chargers and has plans for an additional 15 to be installed this year at The Wave and Dublin Sports Grounds in accordance with the adopted Capital Improvement Program (Project No. GI0219). Additionally, certain City facilities have been constructed with infrastructure (conduits, pull boxes, and electrical panel capacity) that facilitates future EV charger installation. All existing and currently planned City EV charging stations are ChargePoint chargers and require users to use a ChargePoint account or app for service. The City's Page 2 of 5 184 inventory of current, planned, and potential future publicly accessible EV chargers is summarized in the table below: City of Dublin Publicly Accessible EV Chargers Number of Level 2/Level 3 EV Chargers Location Existing Planned Future Capacity Civic Center Parking Lot* 0/0 8/0 0/0 Cultural Arts Center 0/0 0/0 1/0 Don Biddle Community Park 0/0 0/0 18/0 Dublin Sports Grounds 0/0 5/2 20/11 Fallon Sports Park 3/0 0/0 0/0 Heritage Park 4/0 0/0 0/0 Library 3/0 0/0 0/0 Public Safety Complex 5/0 0/0 0/0 (Shannon Center 2/0 0/0 0/0 Wallis Ranch Community Park 0/0 2/0 0/0 Emerald Glen Park - The Wave 0/0 8/0 2/0 Total Existing & Planned 17/0 23/2 41/11 * - Civic Center Parking Lot improvements are currently in design and the number of planned and future EV chargers is subject to change depending upon available electrical capacity. Dublin Chevrolet Request In mid -December 2022, Staff was contacted by Dublin Chevrolet regarding their interest in installing EV charging stations in the community, particularly at a City of Dublin facility. In mid - January, Dublin Chevrolet provided additional information about their interest, which stems from the General Motors (GM) Dealer Community Charging Program. The GM Program was announced in late 2021 and seeks to install up to 40,000 Level 2 EV charging stations across the United States and Canada. According to an October 26, 2021 GM press release: "Through the Dealer Community Charging Program, GM will work with its dealers to deploy Level 2 charging stations (EVSE) at key locations in the dealer's respective communities, including workplaces, multi -unit dwellings, sports and entertainment venues and college and universities, among others. These stations will be available to all EV customers, not just those who purchase a GM EV." Dublin Chevrolet has requested the City of Dublin allow installation of Level 2 chargers, made by FLO, at a City facility as part of the GM Program and in accordance with the GM Dealer Community Charging Guidelines (Attachment 1). Significant elements about Dublin Chevrolet's request are as follows: • Quantity of Chargers - Up to 10 Level 2 FLO chargers (five dual -charger pedestals) • Deadline for Installation - June 30, 2023 • Branding - Chargers include GM and Dealership Branding and must be approved by GM Page 3 of 5 185 • Charger Location - GM Approval and Dealer/Site Host Agreement Required • Maintenance & Operation - Dealer provides first five years, Site Host responsible thereafter • Electricity - Provided by Site Host • Charging Fees - Determined by Dealer, Site Host with FLO service agreement • Insurance - Site Host maintains general commercial liability at $1,000,000 per occurrence • Data Collection - GM may collect and share data supplied from the chargers Sample FLO Level 2 Charging Station & Branding Panel -7ft Approx. total height w —5 ft Installation Deadline In accordance with California State Electric Vehicle Supply Equipment Standards, Level 2 chargers installed on or after July 1, 2023 shall have a credit card reader device on or near the charger that accepts credit card payment, and the charging service provider shall not require a subscription or membership to initiate a charging session. The FLO chargers provided in the GM Program do not have credit card readers. Therefore, the FLO chargers provided through an agreement with Dublin Chevrolet must be installed prior by June 30, 2023. GM has indicated that they have FLO chargers in stock and ready to ship. They estimated that it will require at least 10 business days to process an order, including printing dealer branding panels, and another 10 business days to ship the charger to the dealer. Before processing an order, the City and Dublin Chevrolet would need to enter into an agreement to allow the FLO chargers to be installed on City property. Charger Location Given the deadline of installation by June 30, 2023, the only City location that can accommodate the GM Program is Don Biddle Community Park, which has electrical panel capacity and conduit runs to accommodate up to 18 Level 2 chargers. Fourteen chargers can be accommodated in the parking lot along Horizon Parkway, in the northwest corner of the park. Four chargers can be accommodated in the parking lot along Columbus Street, near the El Dorado Lane driveway. Page 4 of 5 186 Electricity and Fees As Site Host, the City would be responsible for the electrical service to the chargers and the additional electricity used will be paid as part of the park's overall energy bill. Fees collected from charger users can offset the cost of electricity and other charger ownership and maintenance costs. The City of Dublin Master Fee Schedule sets the EV charging station fee at $0.32 per kilowatt hour (kWh), which is approximately the current rate the City is paying for electricity. The GM Program allows the Site Host to collect fees for charging services, in accordance with a service agreement with FLO. The agreement terms currently include a 15% transaction fee that FLO collects from the customer. The remaining fee collected would then be distributed to the City quarterly as revenue. Charger Installation and Construction The GM Dealer Community Charging Guidelines (Attachment 1) indicates the Dealer is responsible for the cost of the chargers, which GM says is $4,502 per dual -charger pedestal. This equates to a Dealer cost of $22,510 for five dual -charger pedestals, the maximum the GM Program will deliver to the Dealer. The GM Program requires the Dealer to work directly with the Site Host to negotiate and execute an agreement for placement of chargers on the Site Host's property. The GM Program Guidelines are flexible regarding the party responsible for the installation of the charger. The Dealer or the Site Host can be responsible for the permitting, inspection, and installation of the chargers. Based on preliminary conversations with Dublin Chevrolet, Staff expects that City costs would be limited to staff and City Attorney time negotiating and finalizing the agreement. The costs of plan preparation, design, permitting review, bidding, construction management, inspection permitting, and construction would be borne by the dealer. Should any additional, unforeseen costs arise from the project, Staff would utilize the budget provided in the Electric Vehicle Charging Stations Project, which is funded by the General Fund Reserve for Innovations/New Opportunities. STRATEGIC PLAN INITIATIVE: Strategy 3: Infrastructure Maintenance and Reinvestment Objective 3E: Continue to implement measures identified in the Climate Action Plan. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) General Motors Dealer Community Charging Guidelines Page 5 of 5 187