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MEMORANDUM OF
UNDERSTANDING BETWEEN
Government of the Virgin Islands acting through the Department of Property and
Procurement and the Virgin Islands Energy Office
I
&
Romeo Power Inc.
THIS
MEMORANDUM
OF
UNDERSTANDING (“MOU”)
is made this
___
Day of
, 20, in the Territory of the Virgin Islands, by and between the
Government of the Virgin Islands Energy Office and Romeo Power Inc., through the
Department of Property and Procurement.
WITNESSETH:
Whereas, the Virgin Islands Energy Office is responsible for identifying and evaluating the
strategies or projects, with the greatest potential for reducing the dependence on imported
fuel used for the generation of electricity, on both, small homeowner scale and commercial
renewable and alternative energy use pursuant to Title 12 Chapter 23, Section 1102, of
the Virgin Islands Code; and
Whereas, Government of the Virgin Islands acting through the Department of Property
and
Procurement
and
the
Virgin
Islands
Energy
Office
are
responsible
for
establishing
an
Energy-Efficient
Fleet
Management
Plan
with
plans
for
the
acquisition
of
energy-efficient government fleet of vehicles, consisting of hybrid
vehicles, electric vehicles, alternative fueled vehicles, or vehicles within the top one-fifth
of the most energy efficient vehicles in their class pursuant to Title 12 Chapter 23,
Section 1129, of the Virgin Islands Code; and
Whereas,
Romeo
Power Inc. can assist the GVI in reducing the total cost of fleet
vehicle ownership via expediting the adoption of leading edge green energy solutions
technology through strategic partners within the electric vehicle industry.
Whereas,
Romeo
Power
Inc.
possesses
and
can
leverage
a
broad
network
of industry
leading
Electric
Vehicle
manufacturers
across
multiple
classes
of vehicles,
charging
station
infrastructure
developers,
vehicle
2
grid
integrators,
and stationary storage developers; and
Whereas, Romeo Power Inc.’s diverse portfolio of energy storage solutions can be
applied to stationary energy storage Pilot-Programs within the Virgin Islands.
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General Contract No.
27th
July
21
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Whereas,
Romeo
Power
Inc.
has
extensive
experience
in
the
policy
structure
and
framework that enables successful transportation electrification on a national scale, and the
VIEO seeks to craft favorable energy policy for the USVI.
Whereas, the
stakeholders establishing the MOU have
a common interest in ensuring
the implementation and launch of Electrification Solutions to elevate clean energy usage by
under-served markets throughout the Virgin Islands; and
Whereas, the VIEO and Romeo Power Inc. desire to combine efforts to ensure the Virgin
Islands is able to most effectively leverage the technology and industry best practices as it
relates to the sustainable electrification, by entering into this MOU.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
intending to be legally bond by this written instrument, the parties hereto do covenant and agree
as follows:
1. TERM AND EFFECTIVE DATE
This MOU shall be effective upon the date of execution of this MOU by the Commissioner of
the Department of Property and Procurement and shall terminate Two Years thereafter. The
Government in its sole discretion, shall have the option to renew this MOU for a period of one
additional year subject to the same terms noted herein, by providing Romeo Power Inc. 60 days
written notice of the Government’s election to renew.
2. COSTS
There shall be no exchange of funds between the Parties for the performance of tasks under this
MOU. Each Party shall bear all costs associated with the fulfillment of its responsibilities under
this MOU.
3. RESPONSIBILITIES! TASKS
3.1 Virgin Island Energy Office shall be responsible for:
(a) Identifying and Compiling Data relative to the GVI’s current fleet management
General Contract No.
Data Collected to Include:
Vehicle Procurement Patterns
Historical Fuel Cost and O&M Cost of supporting GVI fleet
•
Characterization of Vehicle Fleet & Usage Profiles
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Assessment of current GVI fleet composition
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(b) Development of Public and Public/Private Charging Station Infrastructure
Development of Strategic Charging Infrastructure Citing Map
(c) Developing an Electric Vehicle Maintenance Technician program intended to equip the
local workforce with skills needed to support growing fleet of Battery Electric Vehicles
in the territory.
(d) Identifying opportunities of Stationary Storage Pilot Projects throughout the USVI.
(e) Identify opportunities to leverage Federal Grant resources to enable the integration of
battery storage projects at critical infrastructure sites throughout the VI.
3.2 Department of Property and Procurement shall be responsible for:
(a) The Development and Enforcement of a Vehicle Procurement Standard that ensures the
GVI invests in Battery Electric Vehicles whenever applicable.
Vehicle Procurement Standard development will entail identification of
vehicles accessible to the Virgin Islands market.
•
Fostering of relationships with vendors to ensure mandated
vehicle supply-chains are in place to fulfill vehicle procurement
needs.
(b) Development of Public and Public/Private Charging Station Infrastructure
Managing charging station infrastructure procurement and installation at
strategic sites identified by VIEO.
3.3 Romeo Power Inc. shall be responsible for:
(a) Connecting the VIEO with industry leading Electric Vehicle supply chains:
•
To Include:
•
Electric Vehicle OEM
— Passenger Vehicles &
Commercial/Heavy Equipment Vehicles
•
Charging Stations
— Level 1 & Level 2
•
Grid-Tied and Stand-Alone configurations
•
Charging Station Network Control Software
(b) Assisting the GVI in identifying opportunities to convert GVI Fleet assets to Battery
Electric Vehicles.
(c) Connecting the Virgin Islands with workforce development programs/resources needed
to equip local technicians capable of supporting the growing fleet of Battery Electric
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Vehicles within the territory.
(d) Utilizing proven Battery System design expertise to aide in the development of strategic
stationary battery storage applications.
(e) Assisting in the development of a pilot program based on Second Life Recycling
Program for EV battery packs:
Identify opportunities to incorporate Repurposed Commercial Vehicle
Battery Packs as stationary storage applications within the territory.
4. DESIGNATED REPRESENTATIVE
Each Party shall designate a representative to oversee its responsibilities under this MOU.
Virgin Islands Energy Office designates:
Kyle Fleming, Director
4101 Mars Hill
St. Croix, 00840
Department of Property and Procurement designates:
Jozette J. Cantois, CPM
- Assistant Commissioner
3274 Estate Richmond
St. Croix, 00820
Romeo Power Inc. designates:
Lionel Seiwood, Chief Executive Officer
Vernon, California
United States, 90058
5. LIABILITY OF OTHERS
Nothing in this MOU shall be construed to impose any liability upon the Government to
persons, firms, associations, or corporations engaged by Romeo Power Inc. as servants,
agents, or independent contractors, or in any other capacity whatsoever, or make Government
liable to any such persons,
firms associations, or corporations
for the acts,
omissions,
liabilities, obligations and taxes of Romeo Power Inc. of whatsoever nature, including but
not limited to unemployment insurance and social security taxes for Romeo Power Inc., its
servants, agents or independent contractors.
6. ASSIGNMENT
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General Contract No. G045VEOT21
DocuSign Envelope ID: F0029E70-C 1 ED-4C90-AE6C-2553F76244E3
Neither Party shall subcontract or assign any part of the services or responsibilities under this
MOU.
7. INDEMNIFICATION
Romeo Power, Inc agrees to indemnify, defend and hold harmless Government from and against
any and all loss, damage, liability, claims, demands, detriments, cost, charges and expense
(including attorney’s fees) and causes of action of whatsoever character which
Government may incur, sustain or be subjected to, arising out of Romeo Power Inc. fraud,
gross negligence or willful misconduct under this MOU.
8. GOVERNING LAW
This MOU shall be governed by the laws of the United States Virgin Islands and jurisdiction
shall remain in the United States Virgin Islands.
9. WAIVERS AND AMENDMENTS
No waiver, modification or amendment of any term condition or provision of this MOU shall be
valid or of any force or effect unless made in writing, signed by the parties hereto or their duly
authorized representatives, and specifying with particularity the nature and extent of such
waiver, modification or amendment. Any such waiver, modification or amendment in any
instance or instances shall in no event be construed to be a general waiver, modification or
amendment of any of the terms, conditions or provisions of this MOU, but the same shall be
strictly limited and restricted to the extent and occasion specified in such signed writing or
writings.
10. ENTIRE AGREEMENT
This MOU constitutes the entire agreement of the parties relating to the subject matter addressed
in this agreement. This MOU supersedes all prior communications, MOUs, or agreements
between the parties with respect to the subject matter addressed in this Agreement, whether
written or oral.
11. CONDITION PRECEDENT
This MOU shall be subject to the availability and appropriation of funds and to the approval of
the Commissioner of the Department of Property and Procurement.
12. TERMINATION
Either party will have the right to terminate this MOU with or without cause on 30 days written
notice to the other party specifying the date of termination.
Initials:
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General Contract No. G045VEOT21
DocuSign Envelope ID: F0029E70-C 1 ED-4C90-AE6C-2553F76244E3
13. NON-DISCRIMINATION
No person shall be excluded from participating in, be denied the proceeds of or be subject to
discrimination in the performance of this MOU on account of race, creed, color, sex, religion,
disability or national origin.
14. CONFLICT OF INTEREST
Both Parties covenant that it has no interest and will not acquire any interest direct or indirect,
which would conflict in any manner or degree with the performance of services required to be
performed under this MOU.
1 5.FASCIMILE,ELECTRONIC&DIGITALSIGNATURES
A facsimile, electronic or digital signature on this Contract shall be deemed an original and
binding upon the Parties hereto
16. NOTICE
Any notice required to be given by the Terms of this MOU shall be deemed to have been
given when the same is sent by certified mail, postage prepaid or personally delivered,
addressed to the parties as follows:
ANTHONY D. THOMAS
Commissioner
Department of Property and Procurement
8201 Sub Base, Suite 4
St. Thomas Virgin Islands 00802
Kyle Fleming, Director
Virgin Islands Energy Office
4101 Mars Hill
St. Croix, Frederiksted, USVI 00840
Lionel Selwood, CEO
Romeo Power Inc.
4380 Ayers Ave.
Vernon, CA 90058
6
(DS
General Contract No.
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G045VEOT21
DocuSign Envelope ID: F0029E70-C1ED-4C90-AE6C-2553F76244E3
IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year
first above written.
4e47
Kyle Fleming, Director
VT Energy Office
,—DocuSigned by:
F3OCF1A477
Lionel Seiwood Jr., CEO
Romeo Power Inc.
Anthony D. Thomas, Commissioner
Date
Department of Property and Procurement
CERTIFICATE OF APPROVAL
I hereby certify that this is a true and exact copy of MOU No.
entered into
between the Department of Property and Procurement and_______________
Anthony D. Thomas, Commissioner
Department of Property and Procurement
General Contract No.
7
Initials:
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OPCMR
WITNESSES:
GOVERNMENT OF THE VIRGIN ISLANDS
C
r0uSi9rec by:
7/1/2021
Date
7/1/2 02 1
Date
APPROVED AS TO LEGAL SUFF[C1JCY
DEPARTMENT OF JUSTICE BY:f?
orney
neal
7/26/2021
7/27/2021
G045VEOT21