HomeMy WebLinkAboutAGENDA REPORT 2020 1202 CCSA REG ITEM 10DCITY OF MOORPARK, CALIFORNIA
City Council Meeting
of December 2, 2020
ACTION Approved Staff Recommendation.
BY B.Garza.
D. Consider Authorization to Participate in the Self-Generation Incentive Program
and Authorize Agreements with Tesla, Inc. for the Installation of Battery Backup
System at the Police Services Center. Staff Recommendation: Authorize City
Manager to enter into contracts with Tesla, Inc. for acquisition and installation of
battery backup system at the Police Services Center, and authorization to
transfer SGIP incentive to Tesla, Inc. for payment of the system. (Staff: Jessica
Sandifer)
Item: 10.D.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Jessica Sandifer, Community Services Manager
DATE: 12/02/2020 Regular Meeting
SUBJECT: Consider Authorization to Participate in the Self-Generation Incentive
Program and Authorize Agreements with Tesla, Inc. for the
Installation of Battery Backup System at the Police Services Center
SUMMARY
It is recommended that City Council authorize the City Manager to enter in to
Agreements with Tesla, Inc. for the acquisition and installation of a battery backup
system (Tesla Powerwall) at the Police Services Center.
BACKGROUND
Staff is currently working with Tesla, Inc. (Tesla) on the acquisition and installation of a
battery back-up system at the Police Services Center (PSC) to serve as an emergency
backup power source. The City is working with Tesla who will coordinate the City’s
application for funding through the California Public Utilities Commission (CPUC) and
will acquire and install the battery backup system at their cost, with no funding from the
City.
The funding for the battery backup is offered through the CPUC’s Self Generation
Incentive Program (SGIP). The SGIP was created in order to address the resiliency of
the state’s electrical system by offering different programs that help reduce the strain on
the electrical grid. The SGIP program incentivizes the installation of battery backup
systems at critical facilities. SGIP funding is collected from utility rate payers and is paid
from the Investor Owned Utility (IOU), in our case Southern California Edison (SCE), to
the installer.
To be eligible to participate in the SGIP program a facility must be located in a City that
has experienced two or more Public Safety Power Shut Off (PSPS) events OR are
located in a Tier 2 or Tier 3 High Fire Threat District and/or serve customers in
Item: 10.D.
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disadvantaged or low income areas/communities. In addition, eligible facilities need to
be a police station, emergency response facility, emergency operations center, cooling
center or other such designated critical facility. Eligible facilities must also meet a peak
KW load requirement for annual electrical usage. The City is eligible to participate
because we are located in a Tier 3 High Fire Threat Area.
DISCUSSION
Tesla analyzed both the City Hall facility and the Police Services Center as potential
facilities for a battery backup system. The City Hall facility was determined to not be
eligible as it did not meet the peak electrical use requirement. However, the Police
Services Center is eligible.
Tesla will be responsible for enrolling the City in the SGIP program, designing and
engineering the system, acquiring the product, installing the system and providing
operations and maintenance of the system for a 10-year period. Tesla will be
reimbursed for their costs by receiving the incentive payments from SCE for all costs of
the system. The City will take ownership of the battery system upon installation.
The City’s responsibility to the SGIP program with Tesla is to provide a location for the
battery system at the Police Services Center and to provide internet access for the
battery system to be monitored and controlled remotely.
Once installed, the battery backup system will function as the first line of defense during
a power outage, thus reducing greenhouse gas emissions by minimizing the need to run
the backup generator, which is powered by a diesel engine. In addition the battery
backup system is designed to be used during peak energy demand times, reducing the
City’s use of electricity from the grid during the most expensive time to use it. The
battery would then be re-charged by grid power during off-peak demand times. It is
anticipated that use of the battery during peak demand times will save approximately
$16,223 per year in electrical costs.
The system will provide 928 kWh of power which is sufficient for the PSC to operate for
up to 22 hours when fully charged. The total SGIP incentive for the Tesla equipment is
$884,000.
In order to participate in the program, Tesla has provided standard agreements for the
battery backup system. The Agreements include a Products Purchase Agreement and
an Operation and Maintenance Agreement. Both documents indicate a zero cost to the
City unless the City requires extra work outside the scope of the Agreements. The City
does not expect any additional work that will create an expense for the City. The City is
also required to sign a Non-Disclosure Agreement (NDA) to participate in the program.
The language in the agreements is not the City’s standard agreement language. In
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order to participate, the City will need to accept the language in the agreements as is,
and waive the City’s standard agreement language.
Staff had the City Attorney review the agreements and they noted some areas of
concern including the liability language, which does not provide much protection for the
City in the event of a claim caused by the system and the potential penalty for
repayment of the incentive in case of a default under the Agreements during the first
five years of the ten year term. Staff believes that the risks associated with installation
and maintenance of the system and the potential for default under the agreements are
low, and is recommending that we accept the Agreements as drafted.
FISCAL IMPACT
There will be minimal initial fiscal impact from this action related to exterior maintenance
around the battery backup system enclosure, otherwise the SGIP incentive covers the
acquisition and installation costs of the battery backup system and the ten year
maintenance and operations costs. At the conclusion of the ten year term, the City will
need to contract with Tesla, or another firm, to continue maintenance and operations of
the system. The system has an expected useful life of twenty years.
COUNCIL GOAL COMPLIANCE
This action does not support a current strategic directive.
STAFF RECOMMENDATION
Authorize City Manager to enter into contracts with Tesla, Inc. for acquisition and
installation of battery backup system at the Police Services Center, and authorization to
transfer SGIP incentive to Tesla, Inc. for payment of the system.
Attachment: SGIP Agreements
95
Tesla, Inc. — Standard NDA (November 2019) 1 of 2 Confidential Information
Standard Non-Disclosure Agreement
Effective Date: Tesla Contact:
This Standard Non-Disclosure Agreement (“NDA”) is entered as of the Effective Date between the Tesla entity (“Tesla”) and
the company or individual (“Company”) identified below. Tesla and each Company agree as follows:
1. Purpose. Tesla may disclose Confidential Information to Company in order to consider a potential business relationship
with each other or fulfill the objectives of such relationship (“Purpose”). “Confidential Information” means information
disclosed by Tesla or its Affiliate to Company or its Affiliate that is marked as confidential or proprietary, identified as
confidential or proprietary (e.g. if disclosed orally or visually), or disclosed under circumstances by which Company should
reasonably understand that such information is deemed by Tesla to be confidential or proprietary. All Confidential Information
and derivations thereof remain Tesla’s sole property, and no license or other right to Confidential Information or any intellectual
property is granted or implied by this NDA or any disclosure. Tesla is not required to disclose any information hereunder. All
Confidential Information is provided on an “AS IS” basis. Tesla disclaims any and all representations, warranties, or assurances
concerning the Confidential Information, including as to accuracy, performance, completeness, suitability, or third-party rights.
2.Confidentiality. Subject to Section 3, Company and its Affiliates may not: (a) use Confidential Information for any reason
except the Purpose; or (b) disclose Confidential Information to any individual or third party except to its personnel, directors,
consultants, professional advisors, and Affiliates, or (to the extent expressly approved in writing by Tesla) other unaffiliated
third parties, in each case that (i) have a “need to know” such Confidential Information for the Purpose and (ii) are bound to
confidentiality obligations that protect Confidential Information to at least the same extent as the terms of this NDA
(collectively, “Authorized Recipients”); or (c) make any public disclosures relating to the existence of this NDA or the Purpose
without Tesla’s prior written consent; or (d) identify, or attempt to identify, any data subject (e.g. one or more individuals,
vehicles, products, or entities) through any de-identified or anonymous data disclosed by Tesla. Company shall implement and
maintain appropriate organizational, technical, and administrative security measures, exercising the same degree of care to
protect Confidential Information that it uses for its own confidential information of a similar nature, but in no event less than
reasonable care. Promptly after learning of any unauthorized use or disclosure of, and/or unauthorized attempts to access or
modify, any Confidential Information in Company’s (or its Authorized Recipients’) custody or control, Company shall notify
Tesla in writing and cooperate with Tesla to investigate and mitigate any adverse effects. Company shall be responsible for any
unauthorized use or disclosure of Confidential Information by any of its Authorized Recipients.
3.Exceptions. The obligations of Section 2 will not apply to information that: (a) is already known to Company at the time
of disclosure without obligation of confidentiality, (b) is or becomes publicly known through no wrongful act or omission of
Company, (c) is rightfully received by Company from a third party without obligation of confidentiality, (d) is approved for
release by Tesla’s written authorization, or (e) was developed by Company independently and without the use or benefit of any
Confidential Information. A disclosure that Company is required to make pursuant to any order or requirement of a court,
administrative agency, other governmental agency, or stock exchange will not be deemed a breach of Section 2 of this NDA,
provided that Company has to the extent permitted by law: (x) promptly notified Tesla in writing of such order or requirement,
(y)given Tesla an opportunity to challenge or limit the disclosure requirement or seek an appropriate protective order, and
(z)cooperated with Tesla to narrow the scope of such disclosure to only that portion of the Confidential Information that is
necessary to fulfill the order or requirement. A disclosure which complies with a U.S. Federal Acquisition Regulation
permitting disclosures to the government concerning government contracts will not be deemed a breach of this NDA. Each
party is hereby given notice of the immunity set forth in 18 USC § 1833(b).
4.Affiliate. “Affiliate” means an entity which either controls or is controlled by a party or is under common control with a
party, where “control” means the power to direct or cause the direction of an entity’s management and policies through
ownership or control of at least 50% of its voting securities or ownership interest.
5.Termination. This NDA is effective as of the Effective Date and will expire 3 years thereafter. Either party may terminate
this NDA for any or no reason by giving 60 days’ prior written notice to the other party. Expiration or termination shall not
affect a party’s rights or obligations with respect to Confidential Information disclosed before such expiration or termination,
and such rights or obligations will continue as long as Company or its Affiliate has custody of or control over Confidential
Information. Upon expiration or termination of this NDA or Tesla’s written request, Company shall promptly return to Tesla
all Confidential Information or certify in writing that all Confidential Information has been destroyed. Sections 2, 3, and 5–7
will survive for 5 years after the expiration or termination of this NDA.
6.Disputes; Venue. This NDA is governed by the laws of the county, state, and country specified below Tesla’s signature,
in each case without regard to conflict of laws principles. Company will be jointly and severally responsible for the acts and
omissions of its Affiliates and each Authorized Recipient. The rights of and damages incurred by a Tesla Affiliate will be
deemed to be rights of and damages incurred by Tesla. The Parties shall discuss in good faith a resolution to any conflict or
dispute under this NDA. The exclusive venue for any judicial action arising out of or relating to this NDA will be the state,
federal, or regional courts for the location specified below Tesla’s signature. The parties, for themselves and their respective
ATTACHMENT
96
Standard Non-Disclosure Agreement
Tesla, Inc. — Standard NDA (November 2019) 2 of 2 Confidential Information
Affiliates and Authorized Recipients, hereby waive any challenge to venue and jurisdiction in such courts. If Tesla substantially
prevails in any action to enforce this NDA, it will be entitled to recover its costs of enforcement from Company and its
Affiliates, including reasonable attorneys’ fees. Company acknowledges that breach of this NDA would cause Tesla irreparable
harm for which monetary damages would not provide an adequate remedy and Tesla will, in addition to any other available
remedies, be entitled to temporary and permanent injunctive relief with respect to such breach without proof of actual damages
or the posting of bond or other security.
7.Miscellaneous. This NDA constitutes the entire agreement between the parties regarding its subject matter and supersedes
all prior agreements, representations, and understandings, between the parties regarding its subject matter. If any provision
hereof is held by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be changed and interpreted
so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining
provisions of this NDA shall remain in full force and effect. This NDA is written in the English language, and the English
version shall prevail over any translation thereof. A waiver of any right hereunder does not imply waiver of any other rights.
No waiver, alteration, modification, or amendment of this NDA shall be effective unless in writing and signed by both parties.
This NDA may be signed in duplicate originals or in separate counterparts, each of which is effective as if the parties signed a
single original, and a facsimile of an original signature or electronically signed version transmitted to the other party is effective
as if the original was sent to the other party. Any notice required or permitted by this NDA shall be made in writing and be
deemed delivered upon verification of delivery to the other party. Company may not assign, transfer, or otherwise convey or
delegate any of its rights or duties under this NDA (except to the successor in a merger, acquisition, or corporate reorganization
of Company) without Tesla’s prior written consent, and any attempt to do so shall be void.
Tesla and each Company execute this Standard Non-Disclosure Agreement through their duly authorized representatives.
Tesla: Tesla, Inc.
Signed:
Printed:
Title:
Date:
Contact Information:
Legal Department
PO Box 15430, Fremont CA 94539, USA
Phone : +1-650-681-5000
Governing Law: California
Venue: Santa Clara County, California
Company:
Signed:
Printed:
Title:
Date:
Contact Information:
Name/Dept.:
Address:
Phone:
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Tesla Energy Products Purchase Agreement
California Self-Generation Incentive Program (SGIP)
This “Agreement” is between Tesla, Inc. (“Tesla”), and the entity represented by you, as the signatory to this Agreement
(“Buyer”). The Agreement consists of (1) the below Price Sheet and (2) the attached terms & conditions, and is effective
on the date that you agree to this Agreement (by electronic acceptance, signature or e-mail).
As described in Section 2 below, as a condition of the pricing in this Agreement, Buyer must also sign a ten (10) year
“Services Agreement,” contemporaneously with this Agreement.
Price Sheet
Buyer information
Buyer Name:
Street Address:
Signatory Name:
Signatory Phone Number:
Tesla entity
Tesla, Inc. of 3500 Deer Creek Road, Palo Alto, CA, 94304
888-765-2489
CA CSLB 949283
Energy Products and Contract Price
Energy Storage System kW / kWh Powerpack System
Product Value:
SGIP Eligible Costs
SGIP Incentive
Contract Price (after SGIP
Incentive and discounts):
Job No.:
Installation Location:
Approximate Completion Date
60-180 days from the date of this Agreement
Signed by
Buyer:
Your signature:
{{_es_signer1_signature}}
Title:
Date:
{{_es_signer2_signature}}
Tesla, Inc.:
By:
{{_es_signer1_signature}}
Title:
Date:
{{_es_signer2_signature}}
Sr. Director, Commercial
Energy Sales North America
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Energy Products Purchase Agreement
Terms & Conditions
1.Authorization; Representations. By your acceptance of this Agreement (by electronic acceptance or signature),
you represent and agree that you are an authorized representative of Buyer, permitted to bind Buyer in this Agreement. If
applicable, you and Buyer further represent and warrant to Tesla that all financial information that you or Buyer has provided
(or will provide) to Tesla is true and accurate and fairly represents Buyer’s financial position as at the date it was provided.
Tesla may terminate this Agreement if any of the representations in this Section 1 are incorrect.
2.Purchase; SGIP Program.
(a)Buyer agrees to purchase the “Products” indicated in the Price Sheet. Tesla agrees to sell Buyer the
Products and install them at the address you provided in the Price Sheet (the “Site”). Notwithstanding the above, prior to
installing the Products, Tesla may review Buyer’s credit, and Tesla shall have the right to terminate this Agreement in its
sole discretion based upon the outcome of such credit review.
(b)The Products will be financed by the California Self-Generation Incentive Program (“SGIP”), which provides
an incentive payment to be paid over five (5) years, subject to certain conditions (the “SGIP Incentive”). The SGIP Incentive
when assigned to Tesla as the SGIP payee permits Tesla to offer the Products at a reduced cost, or no cost to Buyer. Buyer
hereby assigns the SGIP Incentive to Tesla, and releases any claim to the SGIP Incentive. Buyer agrees to cooperate with
Tesla’s efforts to obtain the SGIP Incentive, including signing necessary documents.
(c)As a condition of receiving pricing based upon the SGIP Incentive, Buyer agrees to notify Tesla and the
SGIP program administrator, not less than ninety (90) days in advance, if Buyer intends to sell or relocate the Products
within ten (10) years after the date they are installed. This obligation will survive the termination or expiration of this
Agreement. Contact information for the SGIP program administrator can be found at
https://www.selfgenca.com/home/contact/. Notification to Tesla should be directed to CommercialAccounts@Tesla.com.
(d)In order to enable the SGIP Incentive, Buyer is required to sign the “Services Agreement”
contemporaneously with this Agreement. As more fully detailed therein, the Services Agreement provides for Tesla to
maintain the Products for ten (10) years, and also provides that Tesla will remotely operate the Products in a manner
necessary to obtain the SGIP Incentive.
3.Contract Price. The Price Sheet shows the price of the Products and their installation after the SGIP Incentive
(“Contract Price”), and the value of the Products (“Product Value”). The Contract Price is charged in accordance with the
Schedule of Payments on the Price Sheet, and payment is due thirty (30) days after the date of each invoice. Subject to
Section 4, the Contract Price is inclusive of all taxes and permitting fees. The Contract Price does not include, and Tesla
is not obligated to provide, any ongoing services in connection with the Products (including maintenance services), except
as required in connection with Tesla’s limited warranties in Section 12, and as separately agreed under the Services
Agreement.
4.Changes to Price Sheet.
(a)Tesla’s obligation to install the Products is conditioned on such work falling with Tesla’s “Standard Scope”,
which assumes standard wage rates, no unforeseen site conditions, no significant upgrades to existing electrical works,
interconnection fees not to exceed $1,000, and customary government costs, taxes and fees. Further information about
what constitutes Tesla’s Standard Scope is available upon request.
(b)Tesla has the right to update the Price Sheet if, upon further diligence regarding the Site, Tesla determines
that there are conditions outside of the Standard Scope. If Buyer does not reject the updated Price Sheet within thirty (30)
days and cancel this Agreement, the changes will be deemed accepted.
(c)In addition, Tesla may in its sole discretion determine that because of issues beyond the Standard Scope,
or because of the unavailability of the SGIP Incentive, Tesla will not install the Products. In such case, Tesla may terminate
this Agreement by notice to Buyer, and if applicable shall refund the Order Payment.
5.Installation; Service. Tesla will contact Buyer to perform an energy efficiency audit of the Site as required by the
SGIP program, and subsequently, to schedule installation of the Products. Installation will be performed by Tesla or an
affiliate or subcontractor, at Tesla’s election. Tesla will commission the System in accordance with its standard practices.
Buyer authorizes Tesla, or its affiliate or subcontractor, to submit on Buyer’s behalf any permit or interconnection application
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that is required in connection with the Products. Buyer also agrees to give Tesla, or its affiliate or subcontractor, access to
the Site as scheduled so Tesla can install and service the Products. Buyer is responsible for all existing property conditions
at the Site, whether known or unknown.
6. Payment. By entering into this Agreement, Buyer agrees to pay the Contract Price as described in the Price Sheet.
Tesla may provide combined or separate invoices for each of the Products. Risk of loss shall transfer with respect to each
component of the Products, upon its delivery to the Site. Title to the Products will transfer to Buyer after Tesla (i) completes
installation and (ii) receives payment in full of the Contract Price (if any).
7. Order Payment. The Order Payment (if any) that Buyer previously paid for the Products is now non-refundable,
except in the circumstances described in Section 4(c). When this Agreement becomes effective, Tesla incurs significant
costs preparing to install the Products. The Order Payment is a reasonable estimate of the damages Tesla would incur if
Buyer cancels its order before the Products are installed.
8. Privacy. The Tesla Customer Privacy Policy is part of this Agreement. You, as the authorized representative of
Buyer, agree to be contacted at the phone number listed in the Price Sheet with more information or offers about Tesla
products. You understand these calls or texts may use automated dialing or pre-recorded messages. This consent is not a
condition of purchase. You may opt out of this consent at any time by contacting Tesla at 1-888-765-2489.
9. Intellectual Property. Tesla owns all intellectual property rights associated with the Products. Tesla grants Buyer
a non-exclusive license to use any software embedded into the Products, only in connection with the operation of the
Products.
10. Remote Monitoring and Firmware Upgrades.
(a) Buyer agrees that Tesla may access the Products remotely to monitor performance, perform diagnostics
and upgrade firmware. This monitoring requires a high speed internet line, which Buyer must provide at Buyer’s cost. If
Buyer does not maintain this internet connection, Tesla cannot monitor the Products. Tesla is not responsible for any issues
arising from Buyer’s failure to provide an internet connection, or a failure of monitoring arising from the same.
(b) “Buyer Data” consists of the data related to the Products which Tesla makes available to Buyer via the
Tesla app or any other performance monitoring provided by Tesla. Buyer Data shall be owned by Buyer. Tesla may use
Buyer Data (i) to perform its obligations under this Agreement including any warranties, (ii) to improve Tesla's products and
services generally (including by performing analyses on such information), and (iii) to aggregate with other data. Public
disclosure of such information by Tesla is permitted if neither Buyer nor the owner or long-term occupant of the site where
the Products are located (the “Site Host”) could reasonably be identified from the publicly disclosed information.
(c) Any information obtained by Tesla through remote monitoring of the Products that is not Buyer Data shall
be owned by Tesla (“Tesla Data”), shall be confidential information of Tesla, and shall not be required to be made available
by Tesla to any person.
(d) Notwithstanding anything herein to the contrary, Tesla may disclose either Buyer Data or Tesla Data as
requested or required by an applicable administrator of the SGIP program (“SGIP Administrator”), and Tesla shall not be
responsible for the SGIP Administrator’s use or disclosure of such data.
11. Maintenance & Operation. Tesla will provide Buyer with an initial copy of an applicable storage system operation
and maintenance guide (as updated by Tesla from time to time, the “Manuals”). The Manuals provide Buyer with operation
and maintenance instructions, answers to frequently asked questions, and service information. Buyer must cause the
Products to be maintainedin accordance with the Manuals (including by contracting with Tesla for maintenance services).
In addition, Buyer must comply with the Manuals, to the extent the Manuals apply to Buyer’s activities at the Site.
12. Limited Warranties. The Products and installation work are covered by the following limited warranties. THESE
ARE THE ONLY EXPRESS WARRANTIES MADE IN CONNECTION WITH THE PRODUCTS AND INSTALLATION
WORK. Any other warranties, remedies and conditions, whether oral, written, statutory, express or implied
(including any warranties of merchantability and fitness for purpose, and any warranties against latent or hidden
defects) are expressly disclaimed. If such warranties cannot be disclaimed, Tesla limits the duration of and
remedies for such warranties to the durations and remedies described below.
Storage System The Storage System is covered by the Tesla Limited Warranty applicable to the product and model
purchased. By approving this Agreement, Buyer accepts the terms of the Tesla Limited Warranty
for the applicable product, which can be obtained on our website or will be provided upon request.
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In order to maintain the Tesla Limited Warranty, maintenance on the Storage System must be
performed by Tesla, a Tesla affiliate or subcontractor, or a Tesla-certified maintenance provider.
Workmanship Tesla warrants that (a) Tesla’s installation workmanship will be free from defects for 10 years from
the date the Products are installed (or, in the case of main panel or structural upgrades, 1 year
from the date those upgrades were performed); (b) Tesla’s installation workmanship will not
invalidate the applicable Tesla Limited Warranty; and (c) Tesla will not damage the Site during our
installation of the Products. If Tesla breaches this workmanship warranty, Tesla will repair the
defective work or damage at Tesla’s cost. If Tesla cannot do this itself, Tesla will pay for someone
else to do it. Such repair work shall not extend the original warranty period, but the remainder of
the original warranty period shall apply to the repair work.
13. Warranty Exclusions. The “Workmanship” warranty above does not cover any defect caused by (1) events beyond
Tesla’s reasonable control, including but not limited to lightning, flood, earthquake, fire, excessive wind and other extreme
weather events, accidents, abuse, misuse or negligence; (2) Buyer’s failure to operate or maintain the Products in
accordance with the applicable owner’s manual(s); (3) strikes by balls or other objects, dirt, dust, bird excrement, animals,
insects, foliage or algae growth; (4) water entering around a fitting, accessory or other material not installed by Tesla; (5)
any material or equipment connected to the Products that was not installed by Tesla; or (6) someone other than Tesla
installing, altering, removing, re-installing or repairing any part of the Products unless that person does so in compliance
with the applicable owner’s manual(s). The “Workmanship” warranty also does not cover (i) any defects in the equipment
or components incorporated into Tesla’s work (such as breakers, electrical panels, soft-start devices for HVAC equipment,
etc.); (ii) pre-existing conditions at the Site, including but not limited to unpermitted conditions, improper electrical wiring,
cracked or crumbling masonry; (iii) normal wear and tear or deterioration, or superficial defects, dents or marks that do not
impact the performance or functionality/integrity of the Products; or (iv) theft or vandalism. The warranty for the “Storage
System” above is not subject to the above exclusions, but is subject to other exclusions which are described in the warranty
document.
14. IP Indemnity.
(a) As used in this Section 14, “Representatives” means Buyer and Buyer’s affiliates, and their respective
directors, officers, partners, members, shareholders, agents, employees, subcontractors, successors and assigns; “Losses”
means damages and liabilities, including reasonable attorneys’ fees; and “Claim” means a claim, action, suit, proceedings,
demand, investigation or assessment made or brought by any third party.
(b) Tesla shall indemnify, defend and hold harmless Buyer and its Representatives from any Losses arising
out of any Claim alleging that the Products infringe the intellectual property rights of a third party. However, Tesla shall
have no obligation to indemnify Buyer or any of its Representatives to the extent the Claim arises out of: (a) use of the
Products in combination with any other products, materials or equipment not expressly authorized by Tesla; or (b) any
modifications or changes made to the Products other than by Tesla. If a Claim for infringement or alleged infringement of
any intellectual property rights is made, Tesla may, at its own expense, (i) modify any or all of the intellectual property rights
so as to avoid the infringement or the alleged infringement; or (ii) take such other action as Tesla deems reasonable to
avoid or settle such Claim.
15. Limitation of Liability. Tesla and Buyer shall not be liable to one another for any indirect, special or consequential
damages arising out of this Agreement. To the fullest extent permitted by law, Tesla and Buyer’s aggregate liability to one
another under this Agreement is limited to the Product Value. This Section 15 applies, without limitation, to any liability
arising out of any Site survey performed by Tesla or its affiliate or subcontractor in connection with this Agreement. This
Section 15 does not apply to Buyer or Tesla’s obligation to indemnify the other for third-party claims, as required under
Section 14 or otherwise under applicable law.
16. Term; Breach; Remedies.
(a) This Agreement will continue in effect until Tesla has completed installation of the Products and received
payment in full of the Contract Price, unless earlier terminated as permitted in Section 4 or this Section 16.
(b) If Tesla or Buyer is in breach of this Agreement, upon thirty (30) days prior written notice and opportunity
to cure, the non-defaulting party may terminate this Agreement; and with or without terminating this Agreement, may pursue
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any remedy it has under this Agreement or at law, including in Tesla’s case, repossession of the Products (if title has not
yet transferred) and collection of all amounts due (including those past due, which will be charged 2% interest per annum).
(c) Provisions of this Agreement which by their nature contemplate or govern performance or observance
subsequent to the termination or expiration of this Agreement shall survive such termination or expiration until fully
performed.
17. Governing Law; Integration. This Agreement is governed by the laws of the State of California. The information
at the links described above is part of this Agreement. Any other terms relating to the Products that are not contained or
referred to in this Agreement are not binding on Tesla or Buyer.
18. Assignment. Tesla may, without need for Buyer’s consent, assign, mortgage, pledge or otherwise directly or
indirectly assign this Agreement and/or its interests in this Agreement (a) as collateral in connection with its financing
activities; and (B) to any third party (including any affiliate of Tesla) or any person succeeding to all or substantially all of
the assets of Tesla; provided, that, in the case of assignments to a third party under clause (b), Tesla is not released from
liability hereunder as a result of any assignment to an affiliate unless the assignee assumes Tesla’s obligations hereunder
by binding written instrument. .
19. Insurance. Tesla shall maintain, at its sole cost and expense, the following insurance coverage and shall, within a
reasonable time of Buyer’s request, furnish to Buyer a certificate evidencing such coverage:
(a) Commercial General Liability Insurance (CGL). Tesla carries commercial general liability insurance with
coverage amounts that meet or exceed those required by law.
(b) Workers' Compensation Insurance. Tesla carries workers' compensation insurance for all employees in
compliance with law.
20. Further Assurances. Tesla and Buyer shall each at their own cost and expense execute and deliver such further
documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or
carry out the intent and purposes of this Agreement.
21. Arbitration. Any dispute arising from or relating to this Agreement shall first be promptly referred to the senior level
management of the Parties for resolution. If Tesla and Buyer are unable to resolve any such dispute within 20 days after
referral, then Tesla or Buyer may take such dispute to binding arbitration in accordance with the then-current Streamlined
Arbitration Rules of the Judicial Arbitration and Mediation Services (“JAMS”). The existence, content and result of the
arbitration shall be confidential and conducted by a single arbitrator in English and in Santa Clara, California, unless
otherwise agreed by the Parties. Buyer and Tesla will each bear its own expenses in the arbitration and will share equally
the costs of the arbitration; provided, however, that the arbitrator may, in its discretion, award reasonable costs and fees to
the prevailing party. Judgment upon the award rendered in the arbitration may be entered in any court of competent
jurisdiction.
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Energy Products Operation and Maintenance Agreement
California Self-Generation Incentive Program (SGIP)
This “Agreement” is between Tesla, Inc. (“Tesla”), and the entity represented by you, as the signatory to this Agreement
(“Buyer”). The Agreement consists of (1) the below Price Sheet and (2) the attached terms & conditions, and is effective
on the date that you agree to this Agreement (by electronic acceptance, signature or e-mail) (the “Effective Date”).
This Agreement accompanies a Tesla Energy Products Purchase Agreement (“Purchase Agreement”), which includes a
reduced price as a result of Tesla obtaining the SGIP incentive with respect to the Products (as indicated in the Price Sheet,
the “SGIP Incentive”).
Price Sheet
Buyer information
Buyer Name:
Street Address:
Signatory Name:
Signatory Phone Number:
Tesla entity
Tesla, Inc. of 3500 Deer Creek Road, Palo Alto, CA, 94304
888-765-2489
CA CSLB 949283
Products
Products installed under Energy Products Purchase
Agreement dated:
Powerpack:
Products Value:
SGIP Eligible Costs:
SGIP Incentive:
Job No.:
Installation Location:
- Services Price
Annual price for Services: $0
Extra Services Time-and-Materials Rate to be agreed by Buyer
Payment Terms
Deadline for Payments: 30 days after date of invoice
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Signed by
Buyer:
Your signature:
{{_es_signer1_signature}}
Title:
Date:
{{_es_signer2_signature}}
Tesla, Inc.:
By:
{{_es_signer1_signature}}
Title:
Date:
{{_es_signer2_signature}}
Sr. Director, Commercial
Energy Sales North America
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Operation and Maintenance Agreement
Terms & Conditions
1. Authorization; Representations. By your acceptance of this Agreement (by electronic acceptance, signature, or
email), you represent and agree that you are an authorized representative of Buyer, permitted to bind Buyer in this
Agreement. If applicable, you and Buyer further represent and warrant to Tesla that all financial information that you or
Buyer has provided (or will provide) to Tesla is true and accurate and fairly represents Buyer’s financial position as at the
date it was provided. You also represent and agree that the Buyer owns or has sufficient rights to the Products in the Price
Sheet, to contract for the Services. Tesla may terminate this Agreement upon notice to Buyer if any of the representations
in this Section 1 are incorrect.
2. Term; SGIP Operation and Grid Services.
(a) This Agreement will continue in effect for ten (10) years from the date that the Products are fully installed,
unless earlier terminated under Section 11 (the “Term”). The Parties agree that as of the Effective Date, the Products are
intended to remain owned by Buyer and installed at the Site (as defined in Section 3) throughout the Term.
(b) During the Term, Tesla may monitor and operate (including charging and discharging) the Products, in
order to comply with requirements of the SGIP Program, and to generate savings by shifting Buyer’s grid electricity
consumption from higher-priced times to lower-priced times, in Tesla’s reasonable discretion. Buyer acknowledges that
Tesla’s cycling of the Products will consume some portion of the warrantied throughput of the Products; and will use
electricity stored in the Products (together, “Cycling Costs”). Tesla expects that Tesla’s activities described above will save
significantly more than the Cycling Costs, but Tesla makes no guarantee of such savings. Buyer agrees that the provision
of the Services herein are in full consideration of the Cycling Costs, and releases Tesla from any claim to recover any
Cycling Costs.
(c) Buyer agrees to notify Tesla of any utility tariff changes with respect to the Site, during the Term.
(d) As a condition of receiving pricing based upon the SGIP Incentive, Buyer agrees to notify Tesla and the
SGIP program administrator, not less than ninety (90) days in advance, if Buyer intends to sell or relocate the Products
within ten (10) years after the date they are installed. This obligation will survive the termination or expiration of this
Agreement. Contact information for the SGIP program administrator can be found at
https://www.selfgenca.com/home/contact/. Notification to Tesla should be directed to CommercialAccounts@Tesla.com.
(e) If Buyer intends to vacate or sell the Site during the Term, Buyer shall ensure that that the buyer of the Site
accept assignment of this Agreement, or an agreement substantially similar and reasonably acceptable to Tesla, in order
to ensure continued compliance with the SGIP Program.
(f) From time to time, Tesla may identify demand response or similar grid services programs, whereby the
Products can help meet demands of the electrical grid, or improve its reliability, by charging or discharging the Products (or
agreeing to make the Products available for charging or discharging) (each, a “Grid Services Program”). Tesla will notify
Buyer of any proposed Grid Services Program and identify: (i) the anticipated economic benefit for Buyer; (ii) the anticipated
impact on the availability of the Products; and (iii) the anticipated Cycling Costs. Buyer may elect to participate or not
participate in a Grid Services Program, provided that if Buyer does not provide Tesla with notice of its election within thirty
(30) days after Tesla’s notice of the Grid Services Program, Tesla may treat the same as an election to participate.
3. Tesla to Provide Services. For the Products indicated in the Price Sheet, Buyer agrees to purchase the “Services”
in accordance with Appendix 1 (the “Scope of Services”) during the Term, to be performed at the site where Tesla installed
the Products (the “Site”).
4. Scope of Services.
(a) Tesla’s Scope of Services assumes standard wage rates, no constraints to Tesla’s access to the Site, and
no unforeseen site conditions. If Tesla encounters challenges accessing the Site, or unforeseen site conditions not caused
by Tesla, Tesla may treat the costs it incurs as Extra Services as set forth in Section 4(b).
(b) Any service not included in the Scope of Services shall be an “Extra Service.” Extra Services will include,
for example repairs arising from abuse by Buyer. Upon request, Tesla may provide Buyer a time-and-materials rate proposal
for Extra Services, and upon agreement of Buyer in writing, Tesla may agree to perform the Extra Services. When used in
this Agreement, “Services” shall include “Extra Services,” when context requires. If Buyer pays a fee to Tesla for Extra
Services in connection with an issue that is subsequently determined to be covered by a Tesla Manufacturer's Limited
Warranty or other warranty provided by Tesla for the Products, Tesla shall provide a refund to Buyer.
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(c) Title and risk of loss to all parts, materials or equipment installed by Tesla during the performance of the
Services shall transfer to Buyer when such parts, materials or equipment have been installed and the Products (or the
affected part of the Products) have been commissioned or re-commissioned.
5. Site Access. Tesla will contact Buyer to schedule the Services. Services will be performed by Tesla or an affiliate
or subcontractor, at Tesla’s election. Buyer also agrees to give Tesla, or its affiliate or subcontractor access to the Site as
scheduled so Tesla can provide the Services.
6. Extra Services. Tesla may bill for Extra Services upon their completion. By entering into this Agreement, Buyer
agrees to pay any agreed-upon fee for Extra Services, in accordance with the Payment Terms in the Price Sheet.
7. Privacy. The Tesla Customer Privacy Policy is part of this Agreement. You, as the authorized representative of
Buyer, agree to be contacted at the phone number listed in the Price Sheet with more information or offers about Tesla
products. You understand these calls or texts may use automated dialing or pre-recorded messages. This consent is not a
condition of purchase. You may opt out of this consent at any time by contacting Tesla at 888-765-2489.
8. Remote Monitoring and Firmware Upgrades.
(a) Tesla’s SGIP-related monitoring and cycling described in Section 2 requires a continuous high-speed
internet connection, which Buyer agrees to provide at Buyer’s cost. Buyer agrees that Tesla may access the Products
remotely to monitor performance, perform diagnostics and upgrade firmware. If Buyer does not maintain this continuous
internet connection the monitoring will not function. Tesla shall not be responsible for any issues arising from Buyer’s failure
to provide an internet connection, or a failure of monitoring arising from the same.
(b) “Buyer Data” consists of the data related to the Products which Tesla makes available to Buyer via the
Tesla app or any other performance monitoring provided by Tesla. Buyer Data shall be owned by Buyer. Tesla may use
Buyer Data (i) to perform its obligations under this Agreement including any warranties, (ii) to improve Tesla's products and
services generally (including by performing analyses on such information), and (iii) to aggregate with other data. Public
disclosure of such information by Tesla is permitted if Buyer could not reasonably be identified from the publicly disclosed
information.
(c) Any information obtained by Tesla through remote monitoring of the Products that is not Buyer Data shall
be owned by Tesla (“Tesla Data”), shall be confidential information of Tesla, and shall not be required to be made available
by Tesla to any person.
9. Services Warranty.
(a) Tesla warrants that (i) it shall perform all Services in accordance with Prudent Industry Practices, any
applicable Tesla operation and maintenance manuals, and this Agreement, and (ii) any labor performed, and any materials
installed, in the performance of the Services shall be free from defects in design and workmanship for 12 months after such
labor was performed or such materials were installed (collectively, the "Services Warranty"). “Prudent Industry Practices”
means the methods approved by a significant portion of the electrical services industry operating in the state in which the
Products are installed that, in the exercise of reasonable judgment in light of the facts known at the time a decision was
made, would have been expected to accomplish the desired result in a manner consistent with applicable law, reliability,
safety, environmental protection, economy and expedition.
(b) Tesla shall remedy any defect or otherwise cure a breach of the Services Warranty, at its own cost and
expense, as promptly as reasonably practicable after Buyer notifies Tesla in writing of such breach, in a manner and at such
times that reasonably minimizes interruption of the operation of the Products and revenue loss to Buyer. This shall be
Tesla’s sole and exclusive liability, and Buyer’s sole and exclusive remedy, in connection with a breach of the Services
Warranty.
(c) EXCEPT AS REQUIRED BY LAW, OR AS PROVIDED FOR IN THIS AGREEMENT, TESLA MAKES NO
WARRANTIES OR GUARANTEES WITH RESPECT TO THE SERVICES AND DISCLAIMS ANY WARRANTY OR
GUARANTEE IMPLIED BY APPLICABLE LAWS, INCLUDING IMPLIED WARRANTIES OF PERFORMANCE,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES OF CUSTOM OR
USAGE.
10. Limitation of Liability. Tesla and Buyer shall not be liable to one another for any indirect, special or consequential
damages arising out of this Agreement, except to the extent provided in Section 11(b). To the fullest extent permitted by
law, Tesla and Buyer’s aggregate liability to one another under this Agreement is limited to the Products Value. This
Section 10 applies, without limitation, to any liability arising out of any Site survey performed by Tesla or its affiliate or
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subcontractor in connection with this Agreement. This Section 10 does not apply to Buyer or Tesla’s obligation to indemnify
the other party, as may be required under applicable law.
11. Breach; Remedies.
(a) If Tesla or Buyer is in breach of this Agreement, upon thirty (30) days prior written notice and opportunity
to cure, the non-defaulting party may terminate this Agreement; and with or without terminating this Agreement, may pursue
any remedy it has under this Agreement or at law. Tesla may also terminate this Agreement if the Products are substantially
destroyed other than due to Tesla’s fault.
(b) Buyer shall be responsible for, and Tesla shall be entitled to invoice for, any loss of part or all of the SGIP
Incentive due to damage to the System caused by Buyer, or Buyer’s breach of this Agreement. Breaches that may result
in the loss of part or all of the SGIP Incentive may include, without limitation, removing or selling the Products without
notifying the SGIP Administrator as required in Section 2(e), not providing Tesla with access to the Products in order to
perform maintenance as required in Section 4; or continued failures to provide internet connectivity as required in Section 8.
(c) If this Agreement is terminated by Tesla during the first five (5) years of the Term, then Buyer shall owe
Tesla the following amount, as reasonably calculated by Tesla: For each year or portion thereof remaining in the first five
(5) years of the Term, Buyer shall pay ten percent (10%) of the SGIP Incentive (the “Termination Payment”) (Thus, if the
Agreement is terminated for Buyer default three (3) years from the date that the Products are fully installed, Buyer shall owe
20% of the SGIP Incentive). Buyer agrees that the damages in this Section 11 are a reasonable preestimate of Tesla’s
damage as a result of the early termination of this Agreement. The Termination Payment shall be due and payable thirty
(30) days after Tesla’s issuance of an invoice therefor.
(d) Provisions of this Agreement which by their nature contemplate or govern performance or observance
subsequent to the termination or expiration of this Agreement shall survive such termination or expiration.
12. Governing Law; Integration. This Agreement is governed by the laws of the State of California. The information
at the links described above is part of this Agreement. Any other terms relating to the Products that are not contained or
referred to in this Agreement are not binding on Tesla or Buyer.
13. Assignment. Tesla may, without need for Buyer’s consent, assign, mortgage, pledge or otherwise directly or
indirectly assign this Agreement and/or its interests in this Agreement (a) as collateral in connection with its financing
activities; and (B) to any third party (including any affiliate of Tesla) or any person succeeding to all or substantially all of
the assets of Tesla; provided, that, in the case of assignments to a third party under clause (b), Tesla is not released from
liability hereunder as a result of any assignment to an affiliate unless the assignee assumes Tesla’s obligations hereunder
by binding written instrument.
14. Insurance. Tesla shall maintain, at its sole cost and expense, the following insurance coverage and shall, within a
reasonable time of Buyer’s request, furnish to Buyer a certificate evidencing such coverage:
(a) Commercial General Liability Insurance (CGL). Tesla carries commercial general liability insurance with
coverage amounts that meet or exceed those required by law.
(b) Workers' Compensation Insurance. Tesla carries workers' compensation insurance for all employees in
compliance with law.
15. Further Assurances. Tesla and Buyer shall each at their own cost and expense execute and deliver such further
documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or
carry out the intent and purposes of this Agreement.
16. Arbitration. Any dispute arising from or relating to this Agreement shall first be promptly referred to the senior
level management of the Parties for resolution. If Tesla and Buyer are unable to resolve any such dispute within 20 days
after referral, then Tesla or Buyer may take such dispute to binding arbitration in accordance with the then-current
Streamlined Arbitration Rules of the Judicial Arbitration and Mediation Services (“JAMS”). The existence, content and result
of the arbitration shall be confidential and conducted by a single arbitrator in English and in Santa Clara, California, unless
otherwise agreed by the Parties. Buyer and Tesla will each bear its own expenses in the arbitration and will share equally
the costs of the arbitration; provided, however, that the arbitrator may, in its discretion, award reasonable costs and fees to
the prevailing party. Judgment upon the award rendered in the arbitration may be entered in any court of competent
jurisdiction.
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Appendix 1
Scope of Services
Tesla will (i) proactively monitor the Products as set forth below, and (ii) respond to inquiries by phone, web and/or email.
Tesla may respond, remotely or on-site as deemed necessary by Tesla, to telemetry signals and/or Buyer inquiries. The
Services that Tesla will provide are limited to the following:
Perform preventative maintenance, as Tesla deems consistent with Prudent Industry Practices
Alert the customer of Product performance and failure issues
Provide visibility of Product performance through Tesla’s Powerhub user interface
Alert the customer if the Product is not communicating with the internet
Remove, return, replace and/or fix parts covered by valid manufacturer warranty
Investigate and replace defective balance of system hardware and/or defective wiring for the duration of the
Workmanship Warranty. (After the Workmanship Warranty, the Parties may agree for Tesla to perform this
service as Extra Work.)
Remotely update products software and firmware to improve performance
Excluded services and repairs listed below may be performed as an Extra Service, as set forth in Section 3(b):
Moving debris from the equipment, or the area around the equipment
Maintenance of the area around the Products, including vegetation management
Maintenance to the degree necessitated by vandalism, negligence or misconduct of Buyer or another party not
under Tesla’s control
Removal and reinstallation of equipment for reasons not related to warranty failures
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Page 1 of 2
SELF-GENERATION INCENTIVE PROGRAM
Proposed System Information Attestation
The following information (Responses to Questions 1 – 5) is required by the Developer of the storage system applying
for SGIP’s Equity Resiliency Budget or Non-Equity Resiliency Budget with a discharge duration greater than two hours.
1)Provide an estimate of how long the project’s fully charged battery will provide electricity for the relevant
facility average load during an outage.
2)Indicate whether the project’s critical loads can and will be isolated.
3)Provide an estimate of how long the project’s fully charged battery will provide electricity to critical uses
during an outage.
4)Provide an estimate of how long the project can operate in less-than favorable circumstances, such as if an
outage occurs when the battery has been discharged or during the winter (if paired with solar).
5)Summarize information given to the customer about how the customer may best prepare the storage
system to provide backup power, in the case of a Public Safety Power Shutoff (PSPS) event announced in
advance (provide an attachment with more information if necessary).
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Page 2 of 2
ATTESTATION
[DEVELOPER SECTION]
I,______________________ (print name of Developer), hereby attest that each of the statements provided in this
document are true and correct.
Signature:__________________________________________________________________
Name Printed:_______________________________________________________________
Title: _______________________________________________________________________
Date:_______________________________________________________________________
[CUSTOMER SECTION]
I,______________________ (print name of Customer), hereby attest I have received the information provided in this
document prior to signing a contract with the developer.
Signature:____________________________________________________________________
Name Printed:_________________________________________________________________
Date:_________________________________________________________________________
110
Southern California Edison Revised Cal. PUC Sheet No. 58949-E
Rosemead, California (U 338-E) Cancelling Revised Cal. PUC Sheet No. 48656-E
Sheet 1
(To be inserted by utility) Issued by (To be inserted by Cal. PUC)
Advice 3381-E R.O. Nichols Date Filed Mar 17, 2016
Decision Senior Vice President Effective Apr 16, 2016
1C8 Resolution
AUTHORIZATION TO: RECEIVE CUSTOMER
INFORMATION OR ACT ON A CUSTOMER’S BEHALF
Form 14-796
111
Form 14-796 Page 1 of 2 3/2016
AUTHORIZATION TO: RECEIVE CUSTOMER
THIS IS A LEGALLY BINDING CONTRACT READ IT CAREFULLY I,
NAME
of (Customer) have the following mailing address
NAME OF CUSTOMER RECORD
, and do hereby appoint
MAILING ADDRESS CITY of
NAME OF THIRD PARTY MAILING ADDRESS
CITY STATE ZIP
to act as my agent and consultant (Agent) for the listed account(s) and in the categories indicated below:
ACCOUNTS INCLUDED IN THIS AUTHORIZATION
1. _________________
SERVICE ADDRESS SERVICE ACCOUNT NUMBER
2. _________________
SERVICE ADDRESS SERVICE ACCOUNT NUMBER
3. _________________
SERVICE ADDRESS SERVICE ACCOUNT NUMBER
(For more than three accounts, please list additional Service Addresses and Service Account Numbers on a separate sheet and attach it to this
form)
INFORMATION, ACTS AND FUNCTIONS AUTHORIZED This authorization provides authority to the Agent. The Agent must thereafter provide specific written instructions/requests (e-mail is acceptable) about the particular account(s) before any information is released or action is taken. In certain instances, the requested act or function may result in cost to you, the customer. Requests for information may be limited to the most recent 12 month period.
I (Customer) authorize my Agent to act on my behalf to perform the following specific acts and functions (initial all applicable boxes):
1.Request and receive billing records, billing history and all meter usage data used for bill calculation for all of my
account(s), as specified herein, regarding utility services furnished by the Utility.1
2. EPA Benchmarking
3. Request and receive copies of correspondence in connection with my account(s) concerning (initial all that apply):
a. Verification of rate, date of rate change, and related information;
b. Contracts and Service Agreements;
c. Previous or proposed issuance of adjustments/credits; or
d. Other previously issued or unresolved/disputed billing adjustments.
4. Request investigation of my utility bill(s)
5. Request special metering, and the right to access interval usage and other metering data on my account(s).
6. Request rate analysis.
7. Request rate changes.
8. Request and receive verification of balances on my account(s) and discontinuance notices.
(T)
(T)
(T)
1 The Utility will provide standard customer information without charge up to two times in a 12 month period per service account. After
two requests in a year, I understand I may be responsible for charges that may be incurred to process this request.
Tesla, Inc. STATE ZIP 3500 Deer Creed Rd
Palo Alto , CA 94304
x
x x
x
x
x
112
Form 14-796 Page 2 of 2 3/2016
I (CUSTOMER) AUTHORIZE THE RELEASE OF MY ACCOUNT INFORMATION AND AUTHORIZE MY AGENT TO ACT ON MY BEHALF ON THE FOLLOWING BASIS2 (initial one box only):
One time authorization only (limited to a one-time request for information and/or the acts and functions Specified above at the time of receipt of this Authorization). One year authorization - Requests for information and/or for the acts and functions specified above will be accepted and processed each time requested within t he twelve month period from the date of execution of this Authorization. Authorization is given for the period commencing with the date of execution until ___________________ (Limited in duration to three years from the date of execution.) Requests for information and/or for the acts and functions specified above will be accepted and processed each time requested within the authorization period specified herein
RELEASE OF ACCOUNT INFORMATION:
The Utility will provide the information requested above, to the extent available, via any one of the following. My (Agent) preferred format is (check all that apply):
Hard copy via US Mail (if applicable): _______________________________________________________ Facsimile at this telephone number: __________________Electronic format via electronic mail (if applicable) to this e-mail address:____________________________
I (Customer), __________________________________(print name of authorized signatory), declare under penalty of perjury under the laws of the State of California that I am authorized to execute this document manually or electronically on behalf of the Customer of Record listed at the top of this form and that I have authority to financially bind the Customer of Record. I further certify that my Agent has authority to act on my behalf and request the release of information for the accounts listed on this form and perform the specific acts and functions listed above. I understand the Utility reserves the right to verify any authorization request submitted before releasing information or taking any action on my behalf. I authorize the Utility to release the requested information on my account or facilities to the above Agent who is acting on my behalf regarding the matters listed above. I hereby release, hold harmless, and indemnify the Utility from any liability, claims, demands, causes of action, damages, or expenses resulting from: 1) any release of information to my Agent pursuant to this Authorization; 2) the unauthorized use of this informationby my Agent; and 3) from any actions taken by my Agent pursuant to this Authorization, including rate changes. Iunderstand that I may cancel this authorization at any time by submitting a written request. [This form must besigned by someone who has authority to financially bind the customer (for example, CFO of a company orCity Manager of a municipality).]
AUTHORIZED CUSTOMER SIGNATURE TITLE (IF APPLICABLE) TELEPHONE NUMBER
Executed this day of at
MONTH YEAR
I (Agent), hereby release, hold harmless, and indemnify the Utility from any liability, claims, demand, causes of action, damages, or expenses resulting from the use of customer information obtained pursuant to this authorization and from the taking of any action pursuant to this authorization, including rate changes.I also hereby indicate my consent to execute and submit this signature electronically.
AGENT SIGNATURE TELEPHONE NUMBER
COMPANY
Executed this day of
MONTH YEAR
(T) (T)
(T)
(T)(T)
2 If no time period is specified, authorization will be limited to a one-time authorization.
x commercial.interconnection@tesla.com
Tesla, Inc.
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Mike Snyder
Directorof Engineering,Energy Projects 10/16/20
Jonathan Gubler
Supervisor, CommercialInterconnection andIncentives
10/16/20
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