HomeMy Public PortalAbout2024.02.16 Tesla Supercharger Agreement - McCall ID - TRTID 19127 (part 1) - signed
Key Terms to Lease Agreement – Page 1 of 1 CONFIDENTIAL
SUPERCHARGER LEASE AGREEMENT
This Supercharger Lease Agreement (this “Lease”) is effective as of the date it is fully executed (the
“Effective Date”) by and between City (as defined below) (“City”) and Tesla, Inc., a Delaware corporation
(“Tesla”). City and Tesla are each referred to herein as a “Party” and collectively as the “Parties.” Clause
references are to clauses in the Key Terms, and section references are to sections in the General Terms and
Conditions (Exhibit B). Exhibit A and Exhibit B are incorporated by reference in this Lease. In the event of a
conflict between the Key Terms and Exhibit B, the Key Terms shall prevail.
Key Terms
(a) City City of McCall a Municipal Corporation.
(b) Property
(Section 1)
Commonly known as First St. Parking Lot located at 44.909866, -116.101305
(the “Property”).
(c) Premises (Section 1)
Eight (8) parking spaces, eight (8) feet of additional parking width to provide
disability access and approximately two hundred (200) square feet of space for
equipment on the Property, all as depicted on Exhibit A (the “Premises”).
(d) Charging Stalls
(Section 1)
Eight (8) charging stalls.
Parking spaces in the Premises shall be outfitted for charging with DC charge
posts (“Superchargers”) and shall serve as dedicated charging stalls.
(e) Due Diligence
Period (Section 2)
365 days following the Effective Date (“Due Diligence Period”)
(f) Commencement
Date (Section 4)
Within 365 days following the end of the Due Diligence Period.
(g) Base Term
(Section 5)
Ten years from the last day of the month in which the Commencement Date
occurs (the “Base Term”).
(h) Renewal Term
(Section 5)
Periods of five years (each a “Renewal Term”).
(i) Termination Notice
(Section 5)
At least eighteen (18) months (the “Notice Period”).
(j) Rent
Tesla will pay one thousand six hundred dollars ($1600) per month (the “Rent”)
for the Premises in advance on the first business day of each calendar month
during the Term. If the Term begins any day other than the first business day of
a month, the first rent payment shall include payment for the partial month in
which the Term begins, prorated based on the number of days in such month.
[SIGNATURES ON FOLLOWING PAGE]
Signature Page to Lease Agreement CONFIDENTIAL
IN WITNESS WHEREOF, the Parties have each caused an authorized representative to execute this
Lease as of the date signed below.
CITY: TESLA:
City of McCall Tesla, Inc.
a Municipal Corporation. a Delaware corporation
By: _______________________________ By: _______________________________
Name:
Robert S Giles
Name:
_______________________________
Title:
Mayor
Title:
_______________________________
Date:
_______________________________
Date:
_______________________________
E-mail for notices:
bwagner@mccall.id.us
Phone number for urgent issues:
208-634-7142
E-mail for notices:
superchargerhost@tesla.com
Phone number for urgent issues:
725-223-2400
Brian Sliger
Regional Manager, Northwest
Feb 15, 2024Feb 16, 2024
Exhibit A to Lease Agreement – Page 1 of 1 CONFIDENTIAL
EXHIBIT A
Premises
US v.20230720 Exhibit B to Lease Agreement – Page 1 of 4 CONFIDENTIAL
Exhibit B
General Terms and Conditions
1. Premises. City hereby grants to Tesla the right to use the Premises pursuant to Section 6, to install,
operate and maintain a Supercharger Station (defined below), together with the right of ingress and
egress to the Premises.
The “Supercharger Station” shall consist of: (a) Superchargers, Wall Connectors (if indicated in
Clause (d)), signage and power electronics equipment to provide charging to the charging stalls
described in Clause (d) and other trade fixtures determined by Tesla that may include, without
limitation, a canopy, solar panels, an energy storage system and fence or other visual barriers
(collectively, the “Trade Fixtures”); and (b) necessary utility infrastructure, which may include,
without limitation, a utility transformer, metering equipment, switchgear, conduit, wiring and
foundations (collectively, the “Infrastructure”).
2. Due Diligence Period. Tesla shall have the option to terminate this Lease within the Due Diligence
Period in the event that: (a) Tesla is unable to obtain all permits and approvals required by applicable
governing bodies; or (b) Tesla, in its reasonable business judgment, determines that it would incur
substantial unanticipated costs to complete Tesla’s Work (defined in Section 3) or that there is
insufficient demand for charging to justify building the Supercharger Station. In the event that Tesla
terminates the Lease pursuant to this Section 2, Tesla shall deliver written notice of termination to
City and this Lease shall be of no further force or effect.
3. Alterations. Tesla shall, at its’ sole cost, make alterations to the Premises to install the Supercharger
Station (“Tesla’s Work”). Tesla’s Work shall only occur after: (a) City has approved the plans and
specifications in writing; and (b) Tesla has obtained all permits and approvals required by applicable
governing bodies. Once Tesla’s Work begins, it shall proceed with diligence and continuity until
complete. Tesla may upgrade or replace its Trade Fixtures in its sole discretion during the Term ,
provided that any other alterations to the Supercharger Station shall be approved in advance by
City. City’s approval of the plans and specifications 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 (collectively, “Tesla Parties”) while performing Tesla’s Work.
4. Commencement Date. The Supercharger Station shall be operational (the “Commencement Date”)
within the time period specified in Clause (f) of the Key Terms, provided that such time shall be
extended to the extent a delay is due to permitting, utility, or other requirements beyond Tesla’s
control. Tesla shall deliver written notice to City promptly following the Commencement Date to
confirm such date as the start of the Base Term for recordkeeping purposes.
5. Term and Termination. The term of this Lease shall begin on the Commencement Date and shall
expire at the end of the Base Term. Upon expiration of the Base Term, this Lease shall automatically
renew for successive Renewal Terms (Renewal Term(s) together with the Base Term, the “Term”),
subject to termination pursuant to this Section 5. Either Party, in its sole discretion and without
cause, may terminate this Lease during any Renewal Term by delivering advance written notice of
termination to the other Party specifying a termination date that follows the Notice Period and
occurs during a Renewal Term.
6. Use. Tesla may 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 (the “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.
US v.20230720 Exhibit B to Lease Agreement – Page 2 of 4 CONFIDENTIAL
7. Removal. On or before the final day of the Term, Tesla shall, at its’ sole cost, remove the Trade
Fixtures, leave the Infrastructure in a safe condition, and restore the Premises to the condition that
existed as of the first day of the Term, subject to exceptions for reasonable wear and tear. City agrees
that the Trade Fixtures are and shall remain the property of Tesla, and the Infrastructure shall
become the property of City upon termination of this Lease (except that Infrastructure upstream of
the meter is and shall remain the property of the utility).
8. 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. City 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 City’s gross negligence or intentional misconduct.
9. Maintenance. Tesla shall be responsible for maintaining the Supercharger Station at its’ sole cost
(including repair and replacement of equipment, as necessary). Notwithstanding the foregoing,
City’s normal responsibility to maintain the common areas of the Property shall also apply to the
paved portions of the Premises, such as for trash removal, snow removal, repaving and restriping,
and City agrees to coordinate with Tesla on maintenance that will prevent the use of the
Supercharger Station. If Tesla determines that the Premises needs additional trash cans, or if City
requests additional trash cans, Tesla shall provide such trash cans to City at Tesla’s sole cost.
10. City Covenants. City represents that: (a) it owns or leases the Property and has the power and
authority to enter into this Lease; (b) it has obtained any required consents to enter into this Lease;
(c) the Property is not subject to any conditions, restrictions or covenants incompatible with the
Permitted Use; (d) this Lease does not violate any agreement, lease or other commitment by which
City is bound; (e) it will not lease, Lease or commit the parking spaces within the Premises to any
third party during the Term; and (f) it will not perform or allow excavation in the Premises during
the Term without Tesla’s advance written consent, other than superficial repaving.
11. Default. It shall be an “Event of Default” under this Lease if either Party fails to perform or observe
any material term or condition of this Lease 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.
12. Remedies. The Parties acknowledge and agree that, if an Event of Default by the other Party has
occurred and is continuing, the non-defaulting Party may: (a) terminate this Lease upon thirty (30)
days advance written notice; or (b) exercise any other remedy available at law or in equity.
13. Exclusions. Notwithstanding anything herein to the contrary, except to the extent prohibited by
Laws (as defined below), each Party expressly releases the other from any claims for speculative,
indirect, consequential or punitive damages, including, without limitation, any lost sales or profits.
14. Indemnification. Except to the extent a claim arises from any negligence or willful misconduct of an
Indemnified Party, or any breach or alleged breach of Section 24 by City, Tesla hereby agrees to
indemnify, hold harmless and defend City, its directors, officers, managers, members, employees,
agents and representatives (each an “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 Lease; or (iii) bodily injury or damage to real or tangible personal property caused by the use of
the Trade Fixtures.
US v.20230720 Exhibit B to Lease Agreement – Page 3 of 4 CONFIDENTIAL
15. Insurance. Through the duration of this Lease, Tesla shall maintain commercial general liability
insurance with limits of not less than Two Million Five Hundred Thousand US Dollars ($2,500,000
USD) per occurrence and Four Million US Dollars ($4,000,000 USD) aggregate for combined single
limit for bodily injury or third party property damage. The total limits above may be met by any
combination of primary and excess liability insurance. A certificate evidencing such insurance shall
be delivered to City upon the execution of this Lease and upon reasonable request by City. Tesla
shall include City as additional insured on its commercial general liability and, if applicable to meet
limit requirements, umbrella and/or excess insurance policies, with respect to liability for services
provided under this Lease. Tesla will maintain worker’s compensation insurance in accordance with
state and federal law. This requirement may be waived by Tesla if Tesla is a qualified self-insured in
the state where the Premises is located. Insurance shall be maintained with responsible insurance
carriers with a Best Insurance Reports rating of “A-“ or better or through a formal self-insurance
mechanism that has either (a) a Best Insurance Reports rating of “A-“ or better; or (b) a financial size
category of “VI” or higher, provided, that if such self-insurance program does not meet either (a) or
(b), then Tesla’s use of self-insurance for the required coverages shall be subject to City’s approval,
not to be unreasonably withheld, conditioned or delayed.
16. Environmental Matters. City represents and warrants that, to the best of its knowledge, the
Premises shall be delivered free of contamination that violates any applicable environmental law.
Notwithstanding any provision in this Lease to the contrary, City agrees that it will indemnify and
hold Tesla harmless from all costs from, and Tesla shall have no liability for, any contamination of
the Property, unless caused by Tesla Parties. City is responsible for remediating to the extent
required by applicable environmental law any contamination not caused by Tesla Parties, including
any contamination encountered by Tesla Parties during construction.
17. Confidentiality. The Parties agree that the terms of this Lease and any non-public, confidential or
proprietary information or documentation provided to one Party by the other Party in connection
with this Lease 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.
Notwithstanding the foregoing, the Parties may disclose information (i) to their respective Affiliates,
subcontractors, lenders, employees, financial, legal and space planning consultants, in each case
that have a “need to know” such confidential information and have committed to treat the
information as confidential under terms no less protective than the terms of this Section 17,
provided that the Party disclosing such confidential information shall be liable for any disclosure by
such authorized recipients, (ii) as permitted in Section 20, and (iii) as required by Laws including the
Idaho Public Records Act. “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. The Parties acknowledge that City is a
municipality subject to the Idaho Public Records Act, Chapter 1, Title 74, Idaho Code, which may
requires public disclosure of certain records upon receipt of a public record request. In the event
such request is made for records related to this Lease, or any related transaction, then the City will
promptly notify Tesla of such request to enable Tesla to seek any applicable exemptions.
18. Publicity. Neither Party will use the other Party’s name, trademark or logo without obtaining the
other Party’s prior written consent.
19. Notices. All notices, demands and approvals shall be in writing and shall be delivered to the
electronic mail addresses provided on the signature page, and shall be deemed given on proof of
transmission. Either Party may change their respective address for notices by giving written notice
of such new address in accordance with this Section 19.
US v.20230720 Exhibit B to Lease Agreement – Page 4 of 4 CONFIDENTIAL
20. Incentives. City 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.
City will cooperate with Tesla in obtaining all Incentives, provided that City is not obligated to incur
any out-of-pocket costs in doing so unless reimbursed by Tesla. If any Incentives are paid directly to
City, City agrees to immediately pay such amounts over to Tesla. “Incentives” means (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. City agrees that Tesla may disclose a redacted copy of this Lease if
necessary to obtain Incentives.
21. Governing Law. This Lease shall be construed and enforced in accordance with the laws of the state
in which the Premises is located.
22. Entire Agreement. Each Party acknowledges and agrees that it has read and understood this Lease,
and that it represents the entire agreement and understanding of the Parties with respect to the
subject matter herein and supersedes all prior agreements, communications, or understandings,
whether oral or written, with respect to the subject matter herein.
23. Assignment. Tesla shall not assign this Lease nor sublicense the Premises without the prior written
consent of City, 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.
24. Miscellaneous. This Lease 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. If any
provision of this Lease is invalid or unenforceable, the remainder of this Lease shall not be affected,
and each provision shall be valid and enforceable to the fullest extent permitted by law. Any
outstanding payment obligations and the terms of Section 17 shall survive termination of this Lease.
This Lease shall be binding upon and shall inure to the benefit of the Parties and their respective
successors and assigns. Unless this Lease is terminated as expressly provided herein, this Lease shall
survive any sale or transfer of City’s interest in the Property or Leased Area. Each Party shall comply
with all applicable codes, laws and ordinances (collectively “Laws”) in fulfilling its respective
obligations under this Lease. 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 Leased Area. This Lease is
subject and subordinate to all ground or superior leases and to all mortgages which may now or
hereafter affect such leases or the Property, and to all renewals, modifications, consolidations,
replacements and extensions thereof; provided that Tesla’s rights under this Lease shall not be
disturbed by such subordination so long as no Event of Default by Tesla exists beyond all notice and
cure periods. CITY AND TESLA EACH WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON OR RELATED TO, THE
SUBJECT MATTER OF THIS LEASE.
Tesla Supercharger Agreement - McCall ID -
TRTID 19127
Final Audit Report 2024-02-16
Created:2024-02-16
By:casreed@tesla.com
Status:Signed
Transaction ID:CBJCHBCAABAA8-foZT262CSe0yGHp1GpHeCbx2zcH6ZA
"Tesla Supercharger Agreement - McCall ID - TRTID 19127" His
tory
Document created by casreed@tesla.com
2024-02-16 - 1:47:22 AM GMT
Document emailed to bsliger@tesla.com for signature
2024-02-16 - 1:48:14 AM GMT
Document emailed to bwagner@mccall.id.us for signature
2024-02-16 - 1:48:14 AM GMT
Email viewed by bsliger@tesla.com
2024-02-16 - 4:08:27 AM GMT
Signer bsliger@tesla.com entered name at signing as Brian Sliger
2024-02-16 - 4:08:43 AM GMT
Document e-signed by Brian Sliger (bsliger@tesla.com)
Signature Date: 2024-02-16 - 4:08:45 AM GMT - Time Source: server
Email viewed by bwagner@mccall.id.us
2024-02-16 - 2:31:45 PM GMT
Document signing delegated to bgiles@mccall.id.us by bwagner@mccall.id.us
2024-02-16 - 2:33:42 PM GMT
Document emailed to bgiles@mccall.id.us for signature
2024-02-16 - 2:33:42 PM GMT
Email viewed by bgiles@mccall.id.us
2024-02-16 - 3:02:36 PM GMT
Signer bgiles@mccall.id.us entered name at signing as Robert S. Giles
2024-02-16 - 6:53:17 PM GMT
Document e-signed by Robert S. Giles (bgiles@mccall.id.us)
Signature Date: 2024-02-16 - 6:53:20 PM GMT - Time Source: server
Agreement completed.
2024-02-16 - 6:53:20 PM GMT