Agmt14 Green Charge Networks, LLC Power Efficiency Agreement

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, � , � �RIGIN�,� POWER EFFICIENCY AGREEMENT This Power E iency Agreement (this "�reemenY') is made and entered into as of the �� day of , 2014 (the `Bffective Date"), by and between the City of Redwood City a charter city nd municipal corporation of the State of California with offices located at 1017 Middlefield oad, Redwood City, California, 94063 ("Host"), and Green Charge Networks, LLC, a Delaw e limited liability company with offices located at 309 Laurelwood Road, Suite 24, Santa Clara, California, 95054 ("Owner"and,together with Host, each, a"Party" and together,the"Parties"). RECITALS WHEREAS, Host owns and occupies certain premises as identified in Exhibit A (collectively,the"Premises"); and WHEREAS, Owner develops, constructs and installs electric vehicle (EV) charging and energy storage systems; and WHEREAS, Owner has conducted and completed a demand charge reduction proposal requiring installation of an energy storage system (collectively, the "System"), and reducing Host's peak demand for electrical energy by storing electrical energy on the System (such energy savings services,the"Power Efficiencv Services"); and WHEREAS, the costs of the System will be funded, in part, by a grant from the California Energy Commission (CEC), pursuant to a certain award agreement (the "CEC Award"); and WHEREAS, Host desires to obtain and purchase the Power Efficiency Services in order to reduce demand charges that Host pays from time to time to its local utility provider, and Owner is willing to provide Power Efficiency Services, on the terms and subject to the conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT 1. TERM AND TERMINATION. 1.1 Term. The term of this Agreement and Power Efficiency Services provided under it, shall commence on the Effective Date and shall run for a period ending on the five (5) year anniversary of the last Site Commercial Operation Date (as defined in Section 3.8 below) (the "Initial Term"), unless terminated earlier pursuant to the provisions of this Agreement. After the Initial Term, Host and Owner may renew this Agreement for one (1)additional five (5) year term (the "Renewal Term"); unless this Agreement is terminated before the expiration of the Initial Term or the Parties agree to a longer Renewal Term. The Renewal Term shall be mutually agreed upon by the Parties in writing thirty (30) days prior to the expiration of the Initial Term. ATTY/AGR/2014.021/POWER EFFICIENCY CHARGING SITE REV:02-24-14 MLG Page 1 of 21