HomeMy WebLinkAbout001-R-21 Authorizing the City Manager to Sign a Supercharger Agreement with Tesla12/17/2020
1-R-21
A RESOLUTION
Authorizing the City Manager to Execute A Supercharger Agreement
With Tesla
WHEREAS, the City of Evanston's Climate Action Resilience and Action
Plan has the stated goals of achieving carbon neutrality by 2050 and increasing the use
of electric cars in Evanston; and
WHEREAS, the City of Evanston and Tesla, Inc. ("Tesla") have reached
an agreement whereby Tesla will build and install a supercharger station in the parking
garage located at 1800 Maple Avenue; and
WHEREAS, the supercharger station will make electric vehicle ownership
in Evanston more convenient by increasing electric vehicle charging options in the City;
and
WHEREAS, hosting a destination supercharger station will support
increased foot traffic in Evanston's downtown; and
WHEREAS, the Evanston City Council has determined that it will serve
and be in the best interest of the City to enter into the Agreement with Tesla;
NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EVANSTON, COOK COUNTY, ILLINOIS:
SECTION 1: The City Council hereby adopts the foregoing recitals as its
findings, as if fully set forth herein.
1-R-21
SECTION 2: The City Manager is hereby authorized to sign the
"Supercharger Agreement", attached hereto as Exhibit A and incorporated herein by
reference.
SECTION 3: The City Manager is hereby authorized and directed to
negotiate any additional conditions of the Agreement as she may determine to be in the
best interests of the City and in a form acceptable to the Corporation Counsel.
SECTION 4: This Resolution shall be in full force and effect from and after
its passage and approval in the manner provided by law.
Attest:
G�
Devon Reid, City Clerk
Adopted: .January 11 , 2021
-2-
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Stephen H. Hagerty, Mayor
Approved as to form:
Kelley A. Gandurski, Corporation Counsel
1-R-21
EXHIBIT A
SUPERCHARGER AGREEMENT
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TSLA 12.15.20
SUPERCHARGER AGREEMENT
This Supercharger Agreement (this "Agreement") is effective as of the date last signed below by
and between the City of Evanston, IL ("Counterpartv") and Tesla, Inc., a Delaware corporation ("Tesla").
Tesla and Counterparty are each referred to herein as a "Party" and collectively as the "Parties."
WHEREAS, Tesla, through the provision of electric vehicle charging services at the Property, will
provide value to Counterparty by attracting electric vehicle drivers to the Property; and
WHEREAS, Counterparty is the sole owner of the Property; and
WHEREAS, Counterparty acknowledges the value of having an electric vehicle charging at the
Property.
NOW THEREFORE, in consideration of the above and for other good and valuable consideration,
the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. CONTACT INFORMATION:
Counterparty:
City of Evanston
2100 Ridge Ave,
Evanston, IL 60201
Attention: [ ]
Phone: [ ]
Email: [ )
Tesla:
Tesla, Inc.
3500 Deer Creek Road
Palo Alto, CA 94304
Attention: Supercharger Team
Phone: (650) 681-5000
With a copy to:
Email: superchargerhost@tesla.com
24-hour Technical Support & Service:
877-79-TELLA (877-798-3752)
2. PREMISES: Counterparty hereby leases to Tesla, and Tesla hereby leases from Counterparty,
twelve (12) parking spaces, and approximately 200-400 square feet of space for equipment, all
as depicted on Exhibit A attached hereto (the "Premises"), in order to build a Supercharger
Station (as defined in Exhibit B), subject to the terms of this Agreement. The Premises are
located on the property commonly known as 1800 Maple Avenue Garage, located at 1800 Maple
Ave, Evanston, IL 60201 (the "Property").
3. FOOTPRINT: A total of twelve (12) parking spaces shall be outfitted with Superchargers (as
defined in Exhibit B) to serve as dedicated charging stalls ("Dedicated Stalls").
4. CONSTRUCTION AND ALTERATIONS: Tesla shall, at its' sole cost, make alterations to the
Premises and construct the Supercharger Station ("Tesla's Work"). Tesla acknowledges that
Tesla's Work shall only begin after: (a) Counterparty has approved the plans and specifications,
including equipment locations (the "Aooroved Plans"); and (b) Tesla has obtained all permits
and approvals required by applicable governing bodies. Any alterations to the Approved Plans or
Supercharger Station shall be approved in advance by Counterparty. Counterparty's approval of
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the plans and specifications, and of any alterations to the Approved Plans or Supercharger
Station, may be by e-mail and shall not be unreasonably withheld, conditioned or delayed. Tesla
shall promptly repair any damage to the Property caused by Tesla, its agents, contractors and
employees while performing Tesla's Work. Additionally, Tesla shall donate fourteen (14) Tesla
Wall Connectors (each a "Wall Connector") to Counterparty on or before the Commencement
Date (defined below). Upon installation, at Counterparty's sole cost, the Wall Connectors shall
become the property of Counterparty, provided that all related intellectual property shall at all
times remain the property of Tesla.
5. POSSESSION DATE: The first date that Tesla may enter the Premises and Property to begin
Tesla's Work is 2021 (the "Possession Date").
6. DUE DILIGENCE PERIOD: Tesla shall have the option to terminate this Agreement within one
hundred eighty (180) days following the Effective Date ("Due Dilieence Period") in the event
that: (a) Tesla is unable to obtain all permits and approvals required by applicable governing
bodies; (b) Tesla, in its reasonable business judgment, would incur substantial costs to bring
utility services to the Premises or incur other unanticipated costs to construct the Supercharger
Station; or (c) the environmental reports obtained by Tesla or delivered to Tesla from
Counterparty, if any, reveal environmental contamination at the Property, provided that all such
reports shall remain confidential. In the event that Tesla terminates the Agreement pursuant to
this Section 6. Tesla shall deliver written notice of termination to Counterparty and this
Agreement shall be of no further force or effect.
7. COMMENCEMENT DATE: Tesla shall open the Supercharger Station to the public (the
"Commencement Date") within three hundred and sixty-five (365) days following the Possession
Date, provided that such time shall be extended to the extent a delay is due to permitting, utility,
or other requirements beyond Tesla's control, or is due to Force Majeure (as defined in Section
32). Tesla shall deliver written notice to Counterparty promptly following the Commencement
Date to confirm such date for recordkeeping purposes.
8. TERM: The initial term of this Agreement shall begin on the Commencement Date and shall
expire five (5) years from the last day of the month in which the Commencement Date occurs
(the "Initial Term"). Tesla shall have two (2) options to extend the term of this Agreement for an
additional five (5) years each (each a "Renewal Term" and together with the Initial Term, the
"Term"), upon the same terms contained in this Agreement, provided that no Event of Default
(as defined in Section 17) by Tesla exists at the time of extension. Tesla shall exercise the option
for each Renewal Term by giving notice to Counterparty no later than thirty (30) days prior to the
expiration of the Initial Term or Renewal Term, as applicable.
9. REMOVAL: Tesla shall, at its' sole cost, remove the Trade Fixtures (as defined in Exhibit B)
promptly following termination of this Agreement and restore the Premises to a condition
commensurate with the rest of the Property, subject to exceptions for reasonable wear and tear
and damage by casualty or condemnation. Counterparty agrees that all Trade Fixtures and
related intellectual property are and shall remain the personal property of Tesla. The
Infrastructure (as defined in Exhibit B) shall be left in a safe condition and shall become the
property of Counterparty upon termination of this Agreement (except for Infrastructure that is
upstream of the meter, which is and shall remain the property of the utility).
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10. UTILITIES: Tesla agrees to arrange and pay the charges for all Tesla-related utility services
provided or used in or at the Premises during the Term. Tesla shall pay directly to the utility
company the cost of installation of any and all such Tesla-related utility services and shall
arrange to have the utility service separately metered. Counterparty shall not be responsible for
any damages suffered by Tesla in connection with the quality, quantity or interruption of utility
service, unless the cause of the disruption or damage was Counterparty's gross negligence or
intentional misconduct.
11. USE: Tesla shall use and occupy the Premises during the Term to install, operate and maintain a
Supercharger Station and for incidental purposes, which may include generating photovoltaic
electricity and operating an energy storage system, and for any other lawful use ("Permitted
Use"). Tesla is authorized to operate and collect payment for use of the Supercharger Station
year round, twenty-four (24) hours per day and seven (7) days per week.
12. MAINTENANCE: Tesla shall be responsible for maintaining the Supercharger Station (including
repair and replacement of equipment, as necessary) at its' sole cost, and Counterparty shall have
no liability for damage to the Supercharger Station unless caused by Counterparty's negligence
or intentional misconduct. Notwithstanding the foregoing, Counterparty's normal responsibility
to maintain the common areas of the Property shall also apply to the Premises, such as for
repaving, restriping, snow removal and garbage collection, and Counterparty agrees to
coordinate such maintenance with Tesla pursuant to Section 13. Tesla may, in its discretion and
at its sole cost, install security cameras and other equipment to monitor the Premises from
off -site.
13. TEMPORARY IMPAIRMENT: Tesla agrees that Counterparty shall have the right to temporarily
access and/or temporarily restrict access to a portion of the Premises to perform routine parking
lot maintenance, provided that Counterparty shall use commercially reasonable efforts to
minimize any impairment of the Premises, including, without limitation, by limiting such
impairment to times of day and days of the week that are not busy charging periods, and (c)
except in the case of snow removal, garbage collection or an emergency, Counterparty shall
provide Tesla at least thirty (30) days advance written notice stating the date, time, duration and
scope of the planned impairment.
14. COUNTERPARTY COVENANTS: Counterparty represents that: (a) it is the owner of the Property
and has the power and authority to enter into this Agreement on the terms hereof; (b) it has
obtained any required consents to enter into this Agreement; (c) the Property is subject to no
conditions, restrictions or covenants incompatible with the Permitted Use; and (d) this
Agreement does not violate any agreement, lease or other commitment by which Counterparty
is bound. Counterparty shall not take any action that would impair or interrupt the use of the
Premises or Supercharger Station, except as permitted in Section 13. Counterparty agrees to
notify Tesla within a commercially reasonable time if (x) it has knowledge of third -parties
impairing or misusing the Supercharger Station, or (y) it obtains knowledge of a needed repair to
the Supercharger Station. If non -Testa motorists repeatedly park in the Dedicated Stalls, thereby
impairing use of the Dedicated Stalls, then the Parties shall reasonably cooperate to .allow Tesla
to implement an appropriate and effective strategy for preventing such impairment at Tesla's
sole cost, which may include, without limitation, alternative signage and painted asphalt.
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15. PAYMENTS TO COUNTERPARTY: Other than parking fees charged to all users of the Property,
Counterparty shall have no right to request or accept payment from Tesla, users of the
Supercharger Station or any other third -parties in connection with the Supercharger Station.
16. SIGNAGE: Subject to applicable Laws (as defined in Section 34), Tesla shall install signage for the
Dedicated Stalls substantially similar to the signage represented in Exhibit B ("Signage"). Any
material revisions or additions to the Signage shall be subject to Counterparty approval, which
shall not be unreasonably withheld, conditioned or delayed.
17. DEFAULT: Each of the following shall constitute an "Event of Default" under this Agreement:
A. Breach: The failure by either Party to perform or observe any material term or condition of
this Agreement and such failure continues for a period of thirty (30) days after receipt of
written notice thereof from the other Party, provided, however, that if the nature of such
default is such that it cannot reasonably be cured within such thirty (30) day period and
the defaulting Party commences to cure within the thirty (30) day period and proceeds
with diligence and continuity, then such Party shall have additional time to cure as is
reasonably required.
B. Bankruotcv: Insolvencv: The appointment of a receiver or trustee to take possession of all
or substantially all of the assets of Tesla located at the Premises if possession is not
restored to Tesla within sixty (60) days; or a general assignment by Tesla for the benefit of
creditors; or any action or proceeding is commenced by or against Tesla under any
insolvency or bankruptcy act, or under any other statute or regulation having as its
purpose the protection of creditors and, in the case of actions filed against Tesla, is not
discharged within sixty (60) days.
18. REMEDIES: Counterparty and Tesla acknowledge and agree that each Party shall have all
remedies available at law or in equity if an Event of Default by the other Party has occurred and
is continuing. In addition, if an Event of Default by Tesla has occurred and is continuing, then
Counterparty, may: (a) continue this Agreement in effect by not terminating Tesla's right to
possession of said Premises and thereby be entitled to enforce all Counterparty's rights and
remedies under this Agreement; or (b) bring an action to recover and regain possession of said
Premises in the manner provided by the laws of eviction of the state where the Premises are
located then in effect.
19. EXCLUSIONS: Notwithstanding anything herein to the contrary, each Party expressly releases
the other from any claims for, speculative, indirect, consequential or punitive damages, including
any lost sales or profits of the other Party.
20. ASSIGNMENT: Tesla shall not assign this Agreement voluntarily or by operation of law, or any
right hereunder, nor sublet the Premises or any part thereof, without the prior written consent
of Counterparty, which shall not be unreasonably withheld, conditioned or delayed; provided
that the foregoing prohibition shall not limit Tesla's ability to transfer this Agreement to a Tesla
Affiliate. "Affiliate" of a Party is an entity that controls, is controlled by or is under common
control with that Party, where "control" means possessing, directly or indirectly, the power to
direct or cause the direction of the management, policies or operations of an entity, through
ownership of voting securities, by contract or otherwise.
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21. INDEMNIFICATION:
A. Counterparty: Except to the extent a claim arises from any negligence or willful
misconduct of a Counterparty Indemnified Party, Tesla hereby agrees to indemnify, hold
harmless and defend Counterparty, its Affiliates and their respective directors, officers,
managers, members, employees, agents and representatives (each a "Counterparty
Indemnified Party") from all losses and liabilities, including court costs and reasonable
attorneys' fees, on account of or arising out of or alleged to have arisen out of any third
party claim directly related to: (i) Tesla's use of the Premises; (ii) Tesla's breach of this
Agreement; or (iii) bodily injury or damage to real or tangible personal property caused by
the use of the Trade Fixtures,
B. Tesla: Except to the extent a claim arises from any negligence or willful misconduct of a
Tesla Indemnified Party, Counterparty hereby agrees to indemnify, hold harmless and
defend Tesla, its Affiliates and their respective directors, officers, managers, members,
employees, agents and representatives (each a "Testa Indemnified Party") from all losses
and liabilities, including court costs and reasonable attorneys' fees, on account of or
arising out of or alleged to have arisen out of any third party claim directly related to: (i)
Counterparty's entry onto the Premises; or (ii) Counterparty's breach of this Agreement.
22. LIENS: Tesla shall promptly remove or bond any liens placed on the Property as a result of any
claims for labor or materials furnished to Tesla at the Premises.
23. DESTRUCTION: Any total destruction of the Premises shall, at Counterparty's or Tesla's written
election within thirty (30) days of such destruction, terminate this Agreement.
24. INSURANCE: Tesla shall carry commercial general liability insurance with limits of not less than
Two Million Five Hundred Thousand dollars ($2,500,000) per occurrence for bodily injury or
death and property damage and an umbrella insurance policy with a limit of not less than Five
Million dollars ($5,000,000) per occurrence. The total limits required above may be met by any
combination of primary and excess liability insurance. A certificate evidencing such insurance
shall be delivered to Counterparty upon the execution of this Agreement and from time to time
thereafter as may be requested by Counterparty. Upon request, Tesla shall include Counterparty
as additional insured on its commercial general liability and umbrella insurance policies. Tesla
will also carry worker's compensation insurance in accordance with state and federal law.
25. CONFIDENTIALITY AND PUBLICITY:
A. Confidentialitv: Tesla and Counterparty agree that the terms of this Agreement and any
non-public, confidential or proprietary information or documentation provided to one
Party by the other Party in connection with this Agreement are confidential information,
and the Parties agree not to disclose such confidential information to any person or entity
during the Term and for a period of three (3) years thereafter.
B. Permitted Disclosures: Notwithstanding the foregoing, the Parties may disclose
information (i) to their respective Affiliates, subcontractors, lenders, employees, financial,
legal and space planning consultants, in each case that have a "need to know" such
confidential information and have committed to treat the information as confidential
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under terms no Less protective than the terms of this Section 25. provided that the Party
disclosing such confidential information shall be liable for any disclosure by such
authorized recipients and (ii) as required by 'law.
C. Publicity: Neither Party will use the other Party's name, trademark or logo without
obtaining the other Party's prior written consent.
26. ENVIRONMENTAL MATTERS:
A. Definitions: The following definitions shall be used in this Section26.
"Environmental Law" means any federal, state or local law pertaining to land use, air, soil,
surface water, groundwater (including the protection, cleanup, removal, remediation, or
damage thereof), public or employee health or safety or any other environmental matter,
including, but not limited to, the following: (a) Clean Air Act (42 U.S.C. § 7401, et seq.); (b)
Clean Water Act (33 U.S.C. § 1252, et seq.); (c) Resource Conservation and Recovery Act
(42 U.S.C. § 6901, et seq.); (d) Comprehensive Environmental Response, Compensation
and Liability Act (42 U.S.C. § 9601, et seq.); (e) Safe Drinking Water Act (42 U.S.C. § 300f, et
seq.); (f) Toxic Substances Control Act (15 U.S.C. § 2601, et seq.); (g) Endangered Species
Act (16 U.S.C. § 1531, et seq.); (h) Occupational Safety and Health Act (29 U.S.C. § 651, et
seq.); (i) Emergency Planning and Community Right -To -Know Act (42 U.S.C. § 11001, et.
seq.); and (j) any other applicable laws or regulations for the protection of the
environment, human health or safety or regulating Hazardous Materials, or Hazardous
Material Activities,
"Hazardous Materials" means (a) any petroleum, crude oil, natural gas, or any fraction,
product or derivative thereof, radioactive materials, asbestos in any form that is friable; (b)
any chemicals, materials, substances or wastes that are defined as or included in the
definition of hazardous substances, hazardous wastes, hazardous materials, extremely
hazardous substances, toxic substances, pollutants, contaminants or words of similar
import under any Environmental Law; and (c) any other chemical, material, substance,
waste or exposure that is limited or regulated by any governmental authority having
jurisdiction over the Premises.
"Hazardous Materials Activity" means the handling, transportation, transfer, recycling,
storage, use, treatment, manufacture, generation, investigation, removal, rerediation,
release, exposure of others to, sale or distribution of any Hazardous Material or any
product containing a Hazardous Material, and any consulting, management,
administrative, monitoring or testing services relating to any of the foregoing.
B. Permits: Counterparty has, and at all times has had, all permits, approvals, permissions,
authorizations, franchises or other required conditions necessary for the lawful conduct of
the operation of its facilities or the conduct of its business and operations under
applicable Environmental Laws at the Property, and Counterparty is, and all times has
been, in compliance with all such permits, approvals, permissions, authorizations,
franchises or other required conditions.
C. Representations: Counterparty represents and warrants the following:
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(i) no Hazardous Materials have been stored, kept, used or released by or on behalf of
Counterparty or, at any time during Counterparty's occupancy, have been, present
or released at, on, under or from any Counterparty business facility in violation of
any applicable Environmental Law;
(ii) Counterparty has not engaged in any Hazardous Materials Activity in violation of any
applicable Environmental Law;
(iii) no claim or legal proceeding is pending or threatened against Counterparty
concerning any of the Hazardous Materials Activities of Counterparty, or any
Hazardous Materials Activity on the Property, nor is Counterparty aware of any
activities or other information that would give rise to such a claim or threat of claim;
and
(iv) no Hazardous Materials have been placed on the ground or are known to exist on, in
or below the Property in violation of any applicable Environmental Law.
D. Indemnification: Based on the representations and warranties noted above and
notwithstanding any provision in this Agreement to the contrary, Counterparty agrees that
it will indemnify and hold Tesla harmless for any and all costs, liabilities, investigations,
damages and expenses, including any remediation costs or cleanup or corrective action
expenses, associated with any Hazardous Materials or other contamination discovered on
the Property.
E. Remediation: Counterparty agrees that it is responsible for remediating any pre-existing
contamination and any contamination not caused by Tesla, its agents, contractors or
employees, in each case in order to allow complete construction of the Supercharger
Station in a timely manner and use of the Premises for the intended purposes.
27. NOTICES: All notices, demands and approvals shall be in writing and shall be delivered by
prepaid first class certified mail, or by a reputable overnight delivery service, to the addresses of
the respective Party as specified in Section 1. Notice given by certified mail shall be deemed
given on the second business day after deposit in the United States Mail, and any notice given by
overnight delivery service shall be deemed given on the next business day after deposit with
such overnight delivery service. Copies of notices, demands and approvals shall also be delivered
if a "copy to" e-mail or other address is specified in Section 1. Notwithstanding the foregoing, as
provided in Section 4. Counterparty may approve the plans and specifications by e-mail. Either
Party may change their respective address for notices by giving written notice of such new
address in accordance with the provisions of this Section27.
28. BROKERS: Each Party represents to the other Party that it has not dealt with any broker and
each Party hereby agrees to indemnify and hold the other Party harmless from all losses and
liabilities, including court costs and reasonable attorneys' fees, arising out of any claims for
commissions or fees related to any broker, finder or similar person with whom the indemnifying
Party has dealt, or purportedly has dealt, in connection with this Agreement.
29. SALE OR TRANSFER: In the event of a sale or transfer of all or a portion of Counterparty's
interest in the Property or Premises while this Agreement is in effect, Tesla's rights shall be
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conveyed with the Property or Premises and Counterparty warrants that any transferee shall be
bound by all terms and conditions of this Agreement, and shall obtain any necessary documents
to confirm such assignment.
30. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the benefit
of Counterparty and Tesla and their respective successors and assigns.
31. SUBORDINATION: Subject to Section 14 above, this Agreement is subject to and subordinate to
all ground or superior leases and to all mortgages which may now or hereafter affect such leases
or the real property of which the Premises are a part and to all renewals, modifications,
consolidations, replacements and extensions of any such ground or superior leases and
mortgages; provided that Tesla's rights under this Agreement shall not be disturbed by such
subordination so long as no Event of Default by Tesla exists. This Section 31 shall be
self -operative and no further instrument of subordination or non -disturbance shall be required
by any ground or superior lessor or by any mortgagee, affecting any lease or the Property.
32. FORCE MAJEURE: If either Party's performance of its obligations under this Agreement is
delayed by Force Majeure, then such Party's time of performance will be extended by a
corresponding number of days. As used in this Agreement, "Force Maieure" means an act,
event, condition or requirement beyond such party's reasonable control, including, without
limitation, labor disputes, governmental restrictions, natural disasters, fire, flood, inclement
weather, pandemic, disease or other outbreak of infectious disease or any other public health
crisis, inclusive of quarantine, shelter order or similar restrictions on employees or travel,
declaration of national, regional or local state of emergency, explosion, embargoes, war,
terrorism, civil disturbance or other similar events.
33. INCENTIVES: Counterparty agrees that Tesla shall own and receive the benefit of all Incentives
derived from the construction, ownership, use or operation of the Supercharger Station,
including, without limitation, from electricity delivered through, stored at or generated by the
Supercharger Station. Counterparty will cooperate with Tesla in obtaining all Incentives, provided
that Counterparty is not obligated to incur any out-of-pocket costs in doing so unless reimbursed
by Tesla. If any Incentives are paid directly to Counterparty, Counterparty agrees to immediately
pay such amounts over to Tesla. "Incentives" means (a) electric vehicle charging or renewable
energy credits or certificates, carbon credits and any similar environmental or pollution
allowances, credits or reporting rights, (b) rebates or other payments based in whole or in part
on the cost or size of equipment, (c) performance -based incentives paid as periodic payments,
(d) tax credits, grants or benefits, and (e) any other attributes, commodities, revenue streams or
payments, in each of (a) through (e) under any present or future law, standard or program and
whether paid by a utility, private entity or any governmental, regulatory or administrative
authority.
34. COMPLIANCE WITH LAW: Each Party shall comply with all applicable codes, laws and
ordinances ("Laws") in fulfilling its respective obligations under this Agreement. Each Party
represents that it is in good standing under the Laws of the state of its organization.
35. GOVERNING LAW: This Agreement shall be governed by the Laws of the state where the
Premises are located.
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36. NON-DISCRIMINATION: The Parties are against discrimination, harassment and unfair
treatment of individuals, and therefore each Party agrees that it shall not discriminate against or
segregate any person, or group of persons on account of sex, marital status, sexual orientation,
gender identity, disability, race, age, color, religion, creed, veteran status, national origin or
ancestry in the performance of their respective obligations in this Agreement, or knowingly
permit any such practice by its directors, officers, managers, members, employees, agents,
representatives or contractors in connection with this Agreement that is in violation of
applicable Laws.
37. INTERPRETATION: The headings and defined terms in this Agreement are for reference
purposes only and may not be construed to modify the terms of this Agreement. Neither Party
shall have the right to unilaterally revoke or terminate this Agreement, unless such revocation or
termination is pursuant to the explicit terms of this Agreement.
38. SEVERABILITY: If any provision of this Agreement is invalid or unenforceable, the remainder of
this Agreemeent shall not be affected, and each provision shall be valid and enforceable to the
fullest extent permitted by law.
39. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together will constitute one agreement. Electronic
signatures and other signed copies transmitted electronically in PDF or similar format shall be
treated as originals.
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties have each caused an authorized representative to execute
this Agreement as of the date signed below.
CO U NTE RPARTY: TELLA:
Tesla, Inc.
a Delaware corporation
By: By:
Name: Name
Title: Title:
Date: Date:
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EXHIBIT A
Premises and Property Depiction and Address
Property Address: 1800 Maple Ave, Evanston, IL 60201
Premises and Property Depiction:
TSLA 12.15.20
EXHIBIT B
Supercharger Station
Tesla shall install the Supercharger Station on the Premises pursuant to the terms of this Agreement and
the Approved Plans.
The "Suoercharger Station" shall consist of: (a) necessary utility infrastructure, which may include a
utility transformer, metering equipment, conduit, wiring and concrete pads (collectively, the
'Infrastructure"); and (b) certain trade fixtures as determined by Tesla, which shall include twelve
(12)charge posts ("Sunerchareers"), power electronics equipment, switchgear and Signage, and may also
include, without limitation, fence or other visual barriers, a canopy, solar panels and an energy storage
system (collectively, the "Trade Fixtures").
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