WEBVTT
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Bad contracts don't slow EV projects down.
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They can kill them entirely.
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On today's episode of Field Frequency, I'm joined by Jason Goldfarb, an attorney operating at the intersection of infrastructure and real estate and EV charging.
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And what he lays out is straightforward.
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This industry is repeating some of the same mistakes telecom made 20 years ago.
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In this episode, we get into what actually goes wrong, agreements signed with the wrong entities, business models that only work as long as subsidies exist, and more importantly, what happens when all of that shows up during due diligence because someone's trying to buy, fund, or scale the business.
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If you're deploying, investing, or operating in this space, this isn't just a legal conversation.
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It's a filter for what actually will hold up.
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Let's get into it.
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Jason, so good to have you today.
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Glad to be here.
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Well, I would like to kick off the conversation today.
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Of course, we're going to have a broader industry conversation, but I'd like to start off with just introducing you to the audience.
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Just share your origin story and the key experiences that led you into practicing law and then ultimately how that intersected with EV infrastructure.
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Yeah.
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Okay.
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So I'll tell you.
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So the quick story is I did not follow, and I know you know this, but for the audience, I did not necessarily follow a uh straight path to get to where I am right now.
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I see that smile on your face, yes, because you've heard this story before.
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So my my first job at a law school, I actually worked as a uh criminal prosecutor in uh in Kings County in Brooklyn, of all places.
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And that's kind of how I got my start.
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And then from there, I went to work for my dad.
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He had back what they used to call then a general practice.
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That didn't really work out so well.
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Working for family for some people is awesome.
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For other people, not so awesome.
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And then we parted ways.
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I eventually made my way over to a very interesting business, which was a company that was in the business of investing in real estate infrastructure.
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And at the time that they started doing this, they were focused primarily on the telecom space.
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The companies that now do that kind of work have expanded because they figured out that the way that you do a telecom infrastructure deal is somewhat similar to the ways in which you do other types of infrastructure deals.
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So the companies that are in that business right now, they also do things like invest in billboards and in solar farms.
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And at some point in time when people were doing wind turbines, they were doing wind turbines.
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And so I got experience working in that industry.
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And it gave me an opportunity to uh play lawyer, play translator, because my job there was not necessarily as legal counsel.
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I functioned as a legal counsel, but that was actually not my title.
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I was a VP of origination, so I managed the sales team and I translated between sales and the legal team every day.
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I was kind of like the the the hub and this, you know, in the middle and the spoke around me.
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Right?
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Salespeople talk one way, lawyers talk another way, and very often they're moving my hands, you see they're both not hitting each other together.
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They talk in a completely different language.
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So that was kind of my job.
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At some point, the economy tanked.
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And when the economy tanked, like lots of other people, I got laid off.
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And I ended up working at a T-Mobile, and then I ended up also working, and then from there I left and I eventually got a job working at AT ⁇ T.
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And at T-Mobile and ATT, and you'll see where this is all going.
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At T-Mobile and ATT, I also did not function officially as an attorney.
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I was responsible for managing their wireless real estate assets.
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So all of their cell sites, I managed um all of New York City, all of northern New Jersey.
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So I had thousands and thousands of wireless assets that I was responsible for managing.
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I also have then moved on to doing project management at some point, of doing cell tower build-outs.
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And back in the day, we were doing 4G and LTE.
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And I know I'm using the terminology that people in the telecom industry would understand, but you know, those were the those are the big upgrades then versus what we're doing right now, where we have 5G and IoT and all that other fun stuff.
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So I did all of that.
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From there, I ended up back at another infrastructure investment company.
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So I had more than one go at it.
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And from there, worked my way into private practice.
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Again, the economy tanked again a couple of years ago.
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All right, you notice the trend here.
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I got laid off again, and then I decided that I was going back into practicing law.
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I went out on my own.
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I went to work for a larger firm for a little while.
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And I started to see a lot of things happening, and this is where we get into the world of EVs.
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I started seeing as an attorney, and especially in terms of the kind of clients that I was getting in the inquiries that I was getting, a lot of things happening in the EV infrastructure industry that had happened back in the telecom industry 20 years ago when I first got involved there.
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And back in the day, people were and companies were unfortunately not so careful about some of the due diligence that they were doing for when they would purchase their assets.
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So they would make mistakes in the contracts, they would make mistakes in doing title work or even not doing it, or not properly doing due diligence and not really doing surveys.
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And there were all sorts of horror stories about people putting cell phone towers down in the wrong places, or putting terminology into the contracts, that suddenly became a major problem for either the telecom company, or on the flip side, became a major problem for the property owner because nobody really anticipated that some of these issues would happen, or if they did, they weren't really thinking much about it.
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And just to give you one quick example, one of the things they used to always throw into telecom leases was they would give you a free line of cell phone service, as if that was the only thing that actually managed to the property owner.
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Oh, this is really cool.
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I get a free cell phone, and they'll they'll give me a free amount of minutes or whatever it is.
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But you know, they may have also completely disregarded the the terminology around restoration.
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What actually happens when they remove the tower?
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Who's responsible for restoring the property?
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Property owner wasn't thinking, oh, that's not going to ever be a problem, but I got a free cell phone.
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So so stuff like that was happening.
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And so now if you fast forward and we bring us 2026, or even go back a couple of years when everybody was going crazy about putting EV infrastructure into the ground, what were some of the things that we used to see?
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EV charging stations going in the wrong place, going into neighborhoods where nobody had EVs or was interested in charging them, chargers that were not being properly maintained, chargers that were being put in the ground in the wrong place, chargers that were being put down and where if somebody was in, let's say, the stall next to you, you couldn't possibly put your car into the empty stall to charge because of the way in which it was designed, you couldn't physically get in there.
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Or how about this one that I saw not too long ago?
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Somebody put a bollard in front of the sliding cabinet door.
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Okay, so you can't possibly open up, you're laughing, but you can't open up the cabinet door to service the charger.
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So stuff like this was happening all over the place.
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So you would see pictures of, and these were real, these were not necessarily made up by AI of a charger literally in the middle of nowhere.
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You would look, there would be nothing around you for miles, you know, except for road and maybe some mountains, and somebody dumped a charger somewhere that already had um a burned-out screen, wasn't working, and where the cable was cut.
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So it's yes, it's a maintenance issue, but it was also a contractual issue because nobody was incentivized to come in there and fix it.
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And if you put an asset down somewhere where it's not generating any money, okay, um, are you gonna continue to invest money in it?
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No, definitely not.
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So, you know, you as the investor, it hasn't worked well, but as the property owner, that's pretty awful too, because that that reflects pretty poorly on how you maintain your own property and the value of your property and so on and so forth.
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So we're getting a little bit ahead of ourselves, but that was the kind of stuff that I saw.
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And it made me realize that there was really an opportunity for somebody like me to get in on this.
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And nobody else was doing this.
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And I figured, you know what?
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I have the background, I have the experience, the kind of work that I've been doing in the infrastructure industry, again, whether it's telecom, solar, whether it was wind, outdoor advertising, battery storage, you name it.
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It was all applicable to this stuff.
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And I started to tell clients and to tell people and to write and to speak and to do podcasts and all sorts of other stuff, and you know, to teach people that you have to pay attention to the due diligence.
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You have to pay attention to what's in your contract.
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It's not enough to just put a charger down.
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It's not always gonna be if you build it, they will come.
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Because if you didn't do your due diligence, they aren't coming.
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And then that creates all sorts of other problems.
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So that's that's really how I got started in this and how I got involved in this industry.
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And you know, I'm now at the point where, and you heard this yourself, so I'm not telling you anything that you didn't hear yourself, but at the last conference we went to, who was the attorney to everybody?
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It was me.
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Everybody said, Oh, the attorney, the attorney.
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So uh, you know, I'm really happy about that.
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Like I've I've kind of landed in that spot where I'm now known throughout the industry as the attorney in the room.
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Frequently, I am the only attorney in the room.
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Um, I've been to a lot of these conferences.
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Uh the volume of this work is not such where massive firms can can take it on because like they they just can't because there's not enough of it.
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But for a solo like me, it it works out pretty nicely uh because there's thank God there is enough work.
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So that's how I evolved from a criminal prosecutor all the way to um you know infrastructure, EV focused attorney.
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I mean, I do other stuff.
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I still do telecom and and and outdoor advertising and and solar and you know all the other things that come with it.
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But that's how that's how I made my way and became known in the in the EV industry as that person.
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Well you you Jason, you touched on some some key points, uh especially something that we've seen representative of the early deployments to your point of the charger out in the middle of nowhere, not supported with any kind of ON thought.
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Uh just here's a charger, uh it's closest place where the power is easiest uh to get to get the DC in there to begin with, or or whatever the nature is behind the the genesis of that of that project.
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And so there's and and of course that's been oft repeated.
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And so there's been some some programs, some charging programs that were flawed from the start because there wasn't thought put into it, to your point of the whether it's OM or or utilization or any kind of it's just yeah, here you go, here here's the you know, here's the spot, here's the charging location.
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Within our space, of course, there's been multiple power cycles, it would seem like, you know, constant resets within our space.
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And it seems like our industry goes through these hype cycles where it's really like expanding, growing, you know, there's evidence of maturity to the space and what's happening and then it goes backwards.
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You know, it's like two steps forward and three steps backwards.
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And so I would see I would think that from your perspective, from from contractual standpoint, uh from you know, just before even ground is broken, you're seeing disconnects between like maybe early assumptions uh about what would make a site successful, yes, and then the you know legal and contractual realities that go into making that successful long term.
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Where what are two examples of those biggest disconnects that you see from your perspective?
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Yeah, so you're you're 100% right in that the way that the industry started out, it was absolutely a land grab.
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And there was an incentive.
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I mentioned before about incentivizing accountability.
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There was an incentive, and we should talk about the 10,000 pound elephant in the room.
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The the incentive was all the money being handed out.
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So the money was being handed out, so of course people were gonna go for it, but they were they were doing that part, but they weren't doing the other parts, let's say, to have a site to make sure that it would be viable, that it would be properly maintained, that you'd be putting it in the right place, that you'd be going into a neighborhood where it makes sense, where you actually have people who will use it.
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So there was for sure a massive disconnect.
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On the other hand, there were some people that started out and did this right.
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The people who did it right, you didn't really hear much about them because there was nothing exciting to necessarily talk about, right?
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People have to talk about when something goes wrong, you know, as opposed to the way it goes, as opposed to when it goes right.
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So there was definitely a disconnect.
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That's that has definitely changed.
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And I would say that in in all the years that we have known each other and all the different conferences that we've been going to, this year, when I was at EVCS, for the first time, for the first time, I heard other people besides me use the words contracts and due diligence in their presentations or in their speaking gigs or with other people around me and in the room.
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And that tells me that two things.
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One, the industry is is definitely maturing.
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Two, everything that I've been doing has finally started to have an impact because people are starting to pay attention to this stuff.
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And I think as an industry, I think people have really begun to realize that it's not enough to just grab a piece of land and put a charger in.
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You have to think about this entire process like a business.
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And so I'll give you another example of where the industry is involved.
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With with the previous administration, there was a lot of money being given out to develop sites.
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The current administration stopped that.
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Now, for people who base their entire business model on the money coming in from the government, that's not a business model.
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It doesn't matter what administration is in place, it doesn't matter who your politicians are, frankly, it's irrelevant.
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But just like that spigot can be turned on, that spigot can be turned off in an instant by anybody at any time for all sorts of reasons.
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So it's great that you have the extra money and it's great that you have some extra fluff built in.
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But you know, I tell my clients this all the time that when you do one of these projects and you're doing a build out, you have to figure out how to do this and how to make money from it without that money.
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If you can't make money from this without that money, this is likely not to be a long-term viable business.
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You're definitely taking a risk.
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You can tell I'm a little risk averse.
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But that's not to say that people shouldn't try it, but you have to understand what that is and what you're getting yourself into.
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So to some extent, there is still a little bit of a disconnect because depending upon the jurisdiction and where you are, there's still some free money available.
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And because there is free money available and you are not allowing the uh the free market to determine what makes sense, there's gonna be that disconnect because you will have people who will develop sites in a location that make financial sense for them because they're getting all this free money.
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But the moment that that goes away, so that's not gonna work so well as a business.
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And then that is not the point in time that you want to be thinking about what your backup plan should have been from the get-go.
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That's that's another that's another industry thing where you go.
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One of the other things you were asking, so that's I think would be one very concrete example of where there is still a disconnect.
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The other places that where I think there is still a disconnect, and I see this all the time, people get this idea in their head that I'm gonna be opening up and building chargers all over the place, and I'm gonna be bigger than Tesla.
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Let's use that.
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Okay, they're the best.
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I I've said this publicly, and they are.
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They are just the best at this.
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We don't have to go into that.
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There are whole other podcasts on that topic, but they really are.
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And you can't beat them.
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Now, there are some niches that they won't go into because they're too big, just like you know, certain investment companies can't invest in certain companies because they're too big.
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And if they invest in some of those small stocks, they basically own the company, which you know they're not really allowed to do.
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So it's it's the same, it's the same general concept.
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So you still have people that are are making a little bit of a disconnect in terms of whether or not what they're putting down in a particular place actually makes sense.
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You you have to match up the type of EV charging equipment that you are putting into your actual use case.
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And I see these mistakes all the time.
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People start talking to me, oh, I want to I want to put in level threes and I want instantaneous charging, and like that's the only way that I'm gonna do this, and I gotta raise millions of dollars in order to be able to buy the equipment.
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The reality is that most places can't sustain level three charging for a variety of reasons.
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You don't have sufficient power, you're probably not going to get the funding.
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Even if you do, not every car that's out there right now can take advantage of it.
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And unless you're putting that charging in a place in a neighborhood where everybody's driving really expensive cars that can take care of the super expensive charging infrastructure that you're putting in the ground, and you have, I mean, the all the things that need to come together in order to be able to make a project like that viable, it's almost like finding a unicorn.
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I mean, there are unicorns out there, but you would need a confluence of wealthy people with expensive cars that can handle the charging, that actually need it in their travels to and from where they frequently go, and you have massive amounts of power that is close by, and you have all the funding, and you can get your permitting and you get your zoning, and it all comes together, then you've got something.
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So I don't mean to to like pick on level threes at all.
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What are the people who do them?
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They make perfect sense in lots of places.
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But my point is that if that's what you think your project is, there's a lot of stuff you got to figure out.
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And by the way, I have not even mentioned anything about the rest of your legal due diligence or your contracts.
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I've touched on none of that.
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All that stuff has to come together concurrently, actually, with your paper and with your agreements and with your arrangements you have with your utility company.
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Like there's a lot of stuff.
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I could give you the example with a level two location, but it's the same basic stuff.
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So many things have to come together in order for one of these projects to make sense.
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And that is the other disconnect I still see all the time, where people say, I have this great idea.
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They don't understand how much is actually involved in order to make make a go of it.
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Yeah, the um the comments around the subsidies to deploy, often I think there's you know, focus on deploying and and the monies that are attached to the subsidies, the incentives, et cetera.
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Yeah, yeah.
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And it's you know, I've always been, and just because I've been in this space where I've seen the the waves of different funding, whether it's VW or Nevi, you know, BW was deploying lots of money across across the country.
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And by the way, how did their sites work out?
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Let's not even talk about that, okay?
00:20:26.960 --> 00:20:36.480
And how many billions of dollars did they spend, okay, to build out sites, okay, because of their settlement with the government over Dieselgate.
00:20:36.640 --> 00:20:37.839
Where are all their sites now?
00:20:38.000 --> 00:20:44.960
If they're viable, if any are viable, they've probably been bought for pennies on the dollar by somebody else.
00:20:45.119 --> 00:20:46.559
I mean, that's that's where that goes.
00:20:46.720 --> 00:20:49.680
And and so that by the way, that's a perfect example.
00:20:49.839 --> 00:20:52.640
There's money you have to build, they did it.
00:20:52.799 --> 00:20:56.319
Did they do any of the other stuff that they needed to do in order to make sure?
00:20:56.480 --> 00:21:01.119
I think frankly, if they did, they would probably have a charging network that would rival Tesla's.
00:21:01.200 --> 00:21:01.920
And they don't.
00:21:02.000 --> 00:21:02.960
So we know what happened.
00:21:03.279 --> 00:21:14.319
You know, uh in the VW cycle, I know there was more than one site experienced where an operator would apply for money, get funding, and and still not move forward the project.
00:21:14.400 --> 00:21:16.319
And I'm not talking about one or two sites.
00:21:16.400 --> 00:21:20.400
Uh, you know, I know more more than one operator that would get they're a great example.
00:21:20.799 --> 00:21:33.039
Yeah, that would get get approved, you know, for multi-site deals, you know, a dozen or more and still not move forward because while there was capital for the deployment, there wasn't capital for the operation.
00:21:33.279 --> 00:21:49.759
And so I would see, you know, to me, I've always felt like incentives and subsidies were are nice to have, but could not be essential, like what you said if at the you know, at the beginning of the commentary around incentives, you you said it like if your business model is built around that exclusively, then you're probably pointed in the wrong direction.
00:21:49.920 --> 00:21:52.640
If it's a nice to have and a supplement, perfect.
00:21:52.799 --> 00:21:59.680
And so I can see where incentives and subsidies bring a a degree of complexity into a deal structure that that is almost more noise.
00:22:00.160 --> 00:22:00.799
Than signal.
00:22:00.960 --> 00:22:08.880
But you know, to the comments around deploying versus operating and funding for deployment, not funding for operation.
00:22:09.039 --> 00:22:23.839
So if your operational model is not successful, if there's not ROI built into that through amenities and through whatever it costs to drive that ROI for that particular site, because it's, you know, sites are almost like a snowflake from deployment to operation, et cetera.
00:22:24.000 --> 00:22:31.839
And so I guess, you know, my my question is, you know, you you've got, like you said, you got into some of the technical standpoints about power availability, et cetera.
00:22:32.000 --> 00:22:34.079
That's not even in the contract aspect of it.
00:22:34.319 --> 00:22:41.680
And so I guess my question is from the permitting to to interconnection to site control, all of that, it's not a straight line.
00:22:41.839 --> 00:22:46.720
But where are the where are the common friction points that need to be considered?
00:22:46.880 --> 00:22:53.839
Maybe what are you know two examples of of of what needs to be considered from a contractual standpoint beyond all the complexities of those other things?
00:22:54.160 --> 00:22:54.720
Yeah, 100%.
00:22:55.039 --> 00:23:04.240
No, that that's that is that is an excellent question because all that stuff that we spoke about just now in terms of doing the project due diligence, that's critical.
00:23:04.400 --> 00:23:08.559
So let's let's go under the assumption that somebody got all of that stuff right.
00:23:08.799 --> 00:23:09.119
Okay.
00:23:09.359 --> 00:23:13.200
But now let's take it a step further, and I see this happen all the time too.
00:23:13.359 --> 00:23:23.039
And now you have to deal with, and by the way, this should be dealt with concurrently, not after the fact, because you want all your ducks lined up in a row from the beginning.
00:23:23.279 --> 00:23:24.480
Let's just assume that.
00:23:24.640 --> 00:23:28.640
But here's here's the thing that that I see that happens all the time.
00:23:29.119 --> 00:23:37.680
People seem to have no problem spending money and time and brain power on the project itself.
00:23:37.839 --> 00:23:48.880
But when it comes to the legal, contractual, and legal due diligence, they focus at that point only on the money and not on the value.
00:23:49.039 --> 00:24:04.240
And when I see that, I can tell you that those now, by the way, this sh this does not mean that you shouldn't care about what it costs you for legal and contractual due diligence.
00:24:04.559 --> 00:24:04.799
Okay.
00:24:05.359 --> 00:24:19.839
But when you get people that are completely focused on just what is it gonna cost me, or I don't have money in my budget for a legal spend, or I don't want to spend you know too much time on this because you know it's all it's all done.
00:24:19.920 --> 00:24:21.680
Like, what do I need this kind of stuff for?
00:24:21.759 --> 00:24:26.079
But like, you know, I just need a little something, you know, just to make sure like I'm covered kind of thing.
00:24:26.240 --> 00:24:27.680
Those aren't good clients for me.
00:24:27.759 --> 00:24:29.680
I can tell you that right off the bat.
00:24:30.000 --> 00:24:34.000
Because they're they're they're missing the forest for the trees.
00:24:34.160 --> 00:24:37.200
That that piece of it is just right, I see that smile.
00:24:37.440 --> 00:24:39.519
That piece of it is so important.
00:24:40.079 --> 00:24:43.920
Okay, so I'll give you two examples contractually.
00:24:44.160 --> 00:24:50.079
Number one, let's talk about like a let's talk about basic legal due diligence that you would want to do.
00:24:50.240 --> 00:24:55.519
And we talked about, and I gave the example before, of uh cell phone towers being put in the wrong place.
00:24:55.680 --> 00:24:59.920
It costs money to do a survey, costs money to run a title search.
00:25:00.079 --> 00:25:00.960
That costs money.
00:25:01.119 --> 00:25:08.319
But what you get out of that is you get absolute clarity over where you are placing your equipment.
00:25:08.880 --> 00:25:15.119
You get absolute clarity over who the parties are that you've entered into an agreement with.
00:25:15.279 --> 00:25:19.599
You know who the entity is that you're supposed to be having a contract with.
00:25:19.759 --> 00:25:25.759
Now, you might be thinking about the next question, and if you're not, but I can tell you I have seen contracts with the wrong entities.
00:25:25.920 --> 00:25:46.240
And so if you have a contract with the wrong entity on it, and then you run into a problem or forgetting about a problem, if there is some sort of obligation or responsibility or warranty that that party has agreed to, that is a critical component of your contract, and they are not the people who should have that.
00:25:46.400 --> 00:25:52.799
What do you think happens when they have to become responsible for there's you can't there's nobody to make responsible?
00:25:53.200 --> 00:25:57.599
So, like that that's a major problem, and it happens.
00:25:58.079 --> 00:26:00.640
You'd be surprised at how often, but it does happen.
00:26:00.880 --> 00:26:12.319
So when when it comes to that part of it, I you know, I see people thinking that they need to skip on this, and suddenly like they they start thinking really, really, really, really focusing on their budget.
00:26:12.480 --> 00:26:20.000
And that's okay, because I get it, and a lot of these companies are startups and they're bootstrapping and they don't have a lot of money and all that other stuff.
00:26:20.079 --> 00:26:43.039
But like you you can't ignore that stuff because if your entire business model is dependent upon your first couple of sites that you put down on the ground, or let's say uh your business model is you know what, I'm gonna do this, I'm gonna build this, I'm gonna get something really awesome going, but I'm gonna be looking to make an exit, and I want to be able to sell my business off to somebody else so I can move on to my next startup.
00:26:43.279 --> 00:26:53.680
If you have not done your legal and contractual due diligence and your contracts are not with the right people, you're putting your equipment down in the wrong places, you didn't bother to do a survey, okay?
00:26:53.759 --> 00:26:55.759
And I'm just giving you just those examples.
00:26:56.000 --> 00:27:01.119
We haven't even touched on the terminology in some of the some of the contract terms.
00:27:01.200 --> 00:27:20.960
Let's just say you just like skimped on that stuff, and now you want to make an exit from your business because you've got shiny things syndrome, and you see another business now that you want to get into and you're ready to move on to the next great thing, and now you want to sell the business off, and you've decided in your head, I got a business, it's worth$100 million, someone's gonna buy it.
00:27:21.119 --> 00:27:23.119
Let's just say that that's the number you came up with.
00:27:23.279 --> 00:27:31.119
And the buyer comes in and they start doing a little of their own due diligence because they're about to plunk down$100 million, and they start asking for your contracts.
00:27:31.200 --> 00:27:33.279
And they start asking, well, did you get proof of this?
00:27:33.440 --> 00:27:36.880
Did you make sure that the person who signed had authority to do this?
00:27:37.039 --> 00:27:40.880
Did you ask to look at their organizational documents?
00:27:40.960 --> 00:27:43.839
Did you ask your title company to look at their organizational documents?
00:27:44.000 --> 00:27:46.799
How do you know that you had the right to put your charger down in that place?
00:27:46.960 --> 00:27:48.160
Are you sure it's in the right spot?
00:27:48.640 --> 00:27:52.880
And if you haven't done any of those things, what do you think happens to your$100 million business?
00:27:53.119 --> 00:27:54.400
Who's buying it from you?
00:27:54.960 --> 00:27:56.400
I know I wouldn't buy that business.
00:27:56.559 --> 00:28:00.559
I know Jason Cortez wouldn't buy that business because we're a lot smarter than that.
00:28:00.640 --> 00:28:01.440
We wouldn't do that.
00:28:01.599 --> 00:28:09.599
And if we were going to be plunking down$100 million on a business because, you know, that's what the seller says it's worth, we would certainly be doing our own due diligence.
00:28:09.680 --> 00:28:16.079
And the moment that we discover that they didn't do any of those things, we're not buying, or if we're buying, we come back and say, you know what?
00:28:16.240 --> 00:28:17.680
We'll give you$100,000.
00:28:17.839 --> 00:28:20.240
Because, like, you know, that's I mean, I'm making the numbers.
00:28:21.680 --> 00:28:24.079
But because there's just too much risk here.
00:28:24.160 --> 00:28:25.359
Like, you have crap.
00:28:25.440 --> 00:28:26.480
I don't even know what you have.
00:28:26.640 --> 00:28:27.440
I have nothing.
00:28:27.599 --> 00:28:30.480
Now, contrast that with the business that did all that.
00:28:31.039 --> 00:28:33.519
What do you think happens to the value of that business?
00:28:33.599 --> 00:28:34.799
How do they make their exit?
00:28:34.880 --> 00:28:35.680
How do they sell?
00:28:35.839 --> 00:28:36.559
Not even sell.
00:28:36.640 --> 00:28:41.599
How do you bring in more investors to your fabulous hundred million dollar business?
00:28:41.759 --> 00:28:42.880
That's how you get them.
00:28:43.039 --> 00:28:49.519
Those people who are gonna be investing that kind of money in your business, they're not doing it based on, oh, yeah, yeah, we're good, we're good.
00:28:49.759 --> 00:28:50.480
No, they're not.
00:28:50.640 --> 00:28:52.079
They're not doing it based on that.
00:28:52.240 --> 00:28:53.759
They want to see, they want to know.
00:28:53.839 --> 00:28:58.559
And they're gonna be spending a lot of money to do their own due diligence to make sure that you did what you were supposed to do.
00:28:58.720 --> 00:28:59.119
And why?
00:28:59.200 --> 00:29:00.400
And why did that happen?
00:29:00.559 --> 00:29:05.920
Because you didn't want to spend a couple of bucks um on doing legal and contractual due diligence.
00:29:06.000 --> 00:29:14.000
You said, no, I only have a thousand dollars in my budget to have an attorney help me draft, you know, uh, you know, a proper contract, and that's that's all I'm willing to spend.
00:29:14.160 --> 00:29:14.960
I got news for you.
00:29:15.039 --> 00:29:18.000
If that's all you're willing to spend, you're gonna get what you pay for, if at all.
00:29:18.160 --> 00:29:20.480
Or they'll say, Oh, I'll just go on, you know, I'll go online.
00:29:20.720 --> 00:29:24.559
Let's, you know, again, the other 10,000 uh pound elephant in the room.
00:29:24.720 --> 00:29:28.480
I'll throw it into Chat GPT or into Claude and then I'll have a draft of contract.
00:29:28.799 --> 00:29:29.680
Good luck with that.
00:29:29.920 --> 00:29:30.160
Okay?
00:29:30.480 --> 00:29:42.000
I mean, that's not to say that AIs aren't good and they're not getting better every day, but it's not gonna give you what you need, guaranteed, okay, unless you actually spend the money with somebody that knows what the heck that they're doing.
00:29:42.240 --> 00:29:46.240
So I think that those would be two two uh you know, two examples.
00:29:46.319 --> 00:29:53.119
If you want to get into the weeds of some you know terms within a contract, I can certainly give you an example or two there.
00:29:53.359 --> 00:29:57.440
Yeah, no, we we we gotta keep that behind the gate because we want your phone to ring.
00:29:57.599 --> 00:29:59.039
Don't give away too much knowledge.
00:29:59.359 --> 00:30:04.319
Hey, listen, I I know what I can I I know what I can give you.
00:30:04.559 --> 00:30:05.359
Yeah, yeah.
00:30:05.680 --> 00:30:06.559
That's okay, whatever.
00:30:06.640 --> 00:30:07.839
We can move on to the next thing.
00:30:07.920 --> 00:30:08.799
That's totally cool.
00:30:09.039 --> 00:30:10.559
Yeah, no, we don't want to give away too much.
00:30:11.119 --> 00:30:11.759
But I hope that helps.
00:30:11.839 --> 00:30:12.400
I mean, I hope that's a good idea.
00:30:12.559 --> 00:30:14.160
No, it does answer your question.
00:30:14.400 --> 00:30:14.640
It does.
00:30:14.960 --> 00:30:15.759
I see that all the time.
00:30:15.839 --> 00:30:16.880
It drives me crazy.
00:30:17.039 --> 00:30:19.920
Yeah, no, and rightly so, and the passion is coming through.
00:30:20.000 --> 00:30:24.799
I hear it, and and it's just because you've seen uh you've seen uh the opposite.
00:30:27.519 --> 00:30:31.200
I've I've I've built it, bought it, sold it, managed it, and invested in it.
00:30:31.359 --> 00:30:32.079
I know it.
00:30:32.319 --> 00:30:35.839
Yeah, I see it from every side, literally.
00:30:36.079 --> 00:30:36.559
Yeah.
00:30:36.880 --> 00:30:49.680
Well, you know, I I I I think we've really covered what it looks like on the deployment side, but let's let's move over to the operational side because chart charger downtime creates real financial and reputational exposure.
00:30:49.920 --> 00:30:58.960
I mean, obviously the everyone's focused on that 98%, 97%, 99% uptime and and and um you know the reliability behind the site.
00:30:59.200 --> 00:31:04.319
How are contracts or are they even I would say how are they, but that assumes that they are.
00:31:04.480 --> 00:31:09.519
So let's just say how are contracts needing to evolve or evolving to allocate performance risk?
00:31:09.680 --> 00:31:12.559
And by that I mean where, you know, what's protecting the site?
00:31:12.720 --> 00:31:14.319
You know, excellent, excellent question.
00:31:14.480 --> 00:31:14.799
Okay.
00:31:14.960 --> 00:31:20.880
So if you're dealing with before I answer that question, okay, I'm gonna give you a caveat.
00:31:21.119 --> 00:31:26.079
Caveat is, and I haven't used this term yet, but as a lawyer, it it's inevitable.
00:31:26.240 --> 00:31:26.880
It depends.
00:31:27.039 --> 00:31:27.759
It depends.
00:31:28.319 --> 00:31:36.319
It depends a little bit on it depends a little bit on what your business and contractual structure looks like.
00:31:36.480 --> 00:31:44.559
Okay and and who the person is that is providing or agreeing to the uptime.
00:31:44.640 --> 00:31:52.000
And I'll I'll just give you a quick example and then I'll come into how the contract can help to navigate that.
00:31:52.160 --> 00:32:04.960
If if a company, let's say like Tesla, or let's not only use them as the only example, or like Rivian or Iona, okay, is coming in and bringing in their stuff, they do things one way.
00:32:05.119 --> 00:32:09.200
If you are, and by the way, that also assumes they're coming to you.
00:32:09.359 --> 00:32:20.480
It's very hard for you to get them to come to you, but that's assuming they're willing to come to you because they're not coming to you unless all the other due diligence tells them that the location you have available is gonna work for them.
00:32:20.559 --> 00:32:23.920
Okay, that's basically also the way it works in the telecom industry.
00:32:24.000 --> 00:32:28.799
And that's also, by the way, how Tesla and Iona are so successful at this.
00:32:29.039 --> 00:32:33.759
But let's say you have a location, you've decided that I got the best spot.
00:32:33.920 --> 00:32:36.400
This is gonna be perfect for EV charging, okay?
00:32:36.559 --> 00:32:51.440
And or you're approached by a CPO and you bring them in, or you want to run this your own way, where you're doing everything yourself, soup to nuts, or you bring in a company that does it turnkey, or they put it in, it's their size, they manage it, but you know, they're just giving you a little bit of a revenue share.
00:32:51.599 --> 00:32:52.400
You get the idea.
00:32:52.480 --> 00:32:57.359
There's there's there's just a lot of different flavors of how you put something like this together.
00:32:57.599 --> 00:33:06.160
So I just I just want to explain that like to the listeners, there is no one flavor or one size fits all for these types of arrangements.
00:33:06.319 --> 00:33:11.599
Like they all have to work a little bit differently depending upon the specific circumstances of where you are.
00:33:11.839 --> 00:33:16.799
Now, having said that, let's get back to the question of reliability and uptime.
00:33:17.279 --> 00:33:32.000
Odds are, and you would insist on this, regardless of what type of structure you're looking at, that whoever is coming and and providing the charging equipment is agreeing that it's just always going to work.
00:33:32.480 --> 00:33:34.079
Period, the end.
00:33:34.720 --> 00:33:37.119
Okay, because they want it.
00:33:37.279 --> 00:33:39.279
Talk about incentivizing accountability.
00:33:39.359 --> 00:33:44.880
You can bet that the person providing it to you wants it, especially if their name is on it.
00:33:45.039 --> 00:33:47.440
It's a little bit different if you're white labeling, okay?
00:33:47.599 --> 00:33:49.839
But especially if their name is on it, right?
00:33:50.000 --> 00:33:53.279
That reputation is super important to them because it's their name.
00:33:53.440 --> 00:34:04.799
If it's your name and you're white labeling it, and let's say I'm the I'm the XYZ restaurant and I'm in a location where I know people, you know, come and spend lots of time and it makes sense to put, and I'm putting in chargers, and you know what?
00:34:04.880 --> 00:34:08.159
I think it would be really cool if I put my own label on my own chargers.
00:34:08.320 --> 00:34:08.559
Okay.
00:34:08.800 --> 00:34:11.760
Is that uptime going to be important to you as the owner of the restaurant?
00:34:11.920 --> 00:34:13.519
You're damn right it is.
00:34:13.760 --> 00:34:14.079
Okay.
00:34:14.480 --> 00:34:16.800
So uptime is going to be important to everybody.
00:34:16.880 --> 00:34:26.960
And if the uptime is not good and the sites are not working, and I don't know, Jason, think of an e-charging site that you pulled up to, because I can think of many that I have pulled up to.
00:34:27.199 --> 00:34:38.320
There's dirt and leaves all around the charger, the screen is dead and cracked, the cable is busted and uh the copper is gone because somebody stole all of it.
00:34:38.480 --> 00:34:38.800
Okay.
00:34:38.960 --> 00:34:45.760
And you shut up there because an app sent you to that location and it's sitting in front of, I don't know, pick your fast food chain.
00:34:45.920 --> 00:34:46.639
How does that look?
00:34:46.880 --> 00:34:48.800
How does that look for the fast food chain?
00:34:48.960 --> 00:34:52.239
How does that look for the company whose name appears on the charger?
00:34:52.400 --> 00:34:54.559
And by the way, consumers are pretty savvy.
00:34:54.719 --> 00:35:06.639
And if um no name appears on that charger, there are probably a pretty good percentage of consumers out there, and especially people who have EVs, will probably figure out whose equipment that is.
00:35:07.199 --> 00:35:09.679
How does that look for all of those people in the chain?
00:35:10.000 --> 00:35:10.480
Really bad.
00:35:10.639 --> 00:35:11.599
So nobody wants that.
00:35:11.760 --> 00:35:16.880
So how do you make sure that that situation that I just described to you doesn't happen?
00:35:17.119 --> 00:35:17.440
Okay.
00:35:17.599 --> 00:35:22.159
Let's talk about why that visual I gave you does happen.
00:35:22.320 --> 00:35:24.480
Because that'll explain how you make sure that it does.
00:35:24.960 --> 00:35:38.159
I can guarantee you, almost guarantee you, all right, that in the contract, again, regardless of the structure and the business model that you put together for that location that I just gave everybody the visual of has nothing in there.
00:35:38.320 --> 00:35:43.360
Um, it might have something in there about uptime, and it might even say that it's guaranteed.
00:35:43.599 --> 00:35:56.000
But I would be willing to bet, okay, having done enough of this, that there is no contractual mechanism to hold anyone responsible for the 99% uptime that they promise to give you.
00:35:56.320 --> 00:35:57.039
That's number one.
00:35:57.199 --> 00:36:03.679
Number two, there is probably nothing in there about who is responsible for the maintenance of that charger.
00:36:03.840 --> 00:36:06.480
Or if it says we will maintain, that's great.
00:36:06.880 --> 00:36:08.320
It's great that you're going to maintain.
00:36:08.480 --> 00:36:11.599
But what happens when it breaks and what when it goes down?
00:36:11.840 --> 00:36:17.920
What's the window within which you uh send out a tech, send out parts, roll a truck?
00:36:18.159 --> 00:36:21.119
Um, what if you do all those things and it still doesn't work?
00:36:21.280 --> 00:36:22.159
Now what happens?
00:36:22.400 --> 00:36:24.159
Well, it depends on the business arrangement.
00:36:24.320 --> 00:36:25.679
Are you as the property owner?
00:36:25.920 --> 00:36:28.960
Are you paying the company to put those charges on your ground?
00:36:29.119 --> 00:36:52.480
Well, if that thing isn't working and it looks that awful, and when people pull into the parking lot of your restaurant and they see what that thing looks like, and there is no incentive on the other end for the person who put it in the ground for you to fix it and make sure it's up and running as quickly as humanly possible so it doesn't ruin your reputation and you have nothing in the contract that makes them do that, that's how you get that.
00:36:52.719 --> 00:36:58.719
So the contract, regardless of how you set it up, is missing all of that stuff.
00:36:58.960 --> 00:37:03.599
It's great to say, yeah, there'll be 99% the uptime and we'll maintain it.
00:37:03.760 --> 00:37:04.559
All right, wonderful.
00:37:04.719 --> 00:37:07.119
And if you don't, how do we fix that?
00:37:07.280 --> 00:37:20.719
Is there, and by the way, if there's a problem, do we have, by the way, either in the contract or as an addendum to the contract, is there a list of like internal phone numbers and people that I can reach out to if I have a problem?
00:37:20.880 --> 00:37:24.719
Because what if I call the uh the 800 number and no one picks up the phone?
00:37:24.960 --> 00:37:26.880
That's a real example, by the way.
00:37:27.199 --> 00:37:28.000
No one picks up.
00:37:28.159 --> 00:37:30.159
Okay, now what happens if nobody picks up?
00:37:30.320 --> 00:37:30.719
I don't know.
00:37:30.880 --> 00:37:33.840
Unless you have something in there that says what happens if you right?
00:37:34.400 --> 00:37:40.000
You have to put things like that into a contract to incentivize the parties to be accountable for that.
00:37:40.079 --> 00:37:44.239
And if your contract is missing all of those things, that is how you get that.
00:37:44.400 --> 00:37:45.920
So, how do you not get that?
00:37:46.079 --> 00:38:01.440
You put stuff in your contract that covers all that stuff so that way when a site goes down and when it's not working, the person who's responsible for making sure it's working has a financial and contractual incentive to fix it as quickly as humanly possible.
00:38:01.679 --> 00:38:04.559
Because if they don't, there will be hell to pay.
00:38:04.719 --> 00:38:10.639
That's that's bit that's the general concept of of how you do that without actually giving anything away.
00:38:10.800 --> 00:38:11.840
That's how you fix that problem.
00:38:12.159 --> 00:38:12.400
Yeah.
00:38:12.480 --> 00:38:16.559
Well, it's uh, you know, you you're sharing a lot of insights here, Jason.
00:38:16.880 --> 00:38:23.119
I'm trying to track through trying to unpack because I mean we we could go a number of different directions based on that.
00:38:23.280 --> 00:38:36.239
And I you know, I know from my limited experiences in the in the in the law firm world, because I've had some um, you know, as a as a as an operational employee and don't see any lawyer jokes because I've heard all of them.
00:38:36.480 --> 00:38:37.199
I know, right?
00:38:37.360 --> 00:38:43.360
What are you seeing so I I just know that there's a lot of boilerplate and a lot of templates.
00:38:43.440 --> 00:38:52.239
And so I'm I was curious about from a contract standardization standpoint, is is that I mean, are you seeing bespoke agreements or is there some standardization?
00:38:52.480 --> 00:39:00.639
What I guess what is a friction point in in contract development whenever you're you're helping kind of lay out the land for folks?
00:39:01.039 --> 00:39:05.360
No, this is this is an excellent question, and I have what I hope will be a very good answer.
00:39:05.920 --> 00:39:15.519
So, okay, in terms of boilerplate and standard contracts, as a lawyer, I get uncomfortable when people use, oh, this is the standard contract.
00:39:15.599 --> 00:39:18.719
That always makes me by the way, every lawyer I know hates that.
00:39:18.880 --> 00:39:20.239
Okay, we all hate it.
00:39:20.559 --> 00:39:35.840
Because a standard contract or a boilerplate contract, you know, without even reading the first letter, okay, is gonna have all sorts of stuff in it that's gonna be awesome for the person giving it to you, but probably not so good for the person on the other side.
00:39:36.000 --> 00:39:38.400
Okay, that's usually the way it works.
00:39:38.559 --> 00:39:42.400
I don't like to do my contracts that way when I'm putting them together.
00:39:42.639 --> 00:39:51.119
My perspective on that is I can and put together a contract for you that will be so perfect and so tight.
00:39:51.280 --> 00:39:56.559
You will love everything about it, but you won't be able to get the person on the other side to sign the thing.
00:39:56.800 --> 00:39:59.039
So you can't put together a contract like that.
00:39:59.280 --> 00:40:09.920
You have to put together a contract that uh balances risk, balances what the client is willing to invest into the project, and frankly, even into their legal fees.
00:40:10.159 --> 00:40:16.400
They have to have a careful understanding of who the people are on the other side to know, like what you need to provide to them.
00:40:16.480 --> 00:40:28.559
And then you put something together that you, as the drafter, on behalf of your client, covers them really well, but at the same time, is also something that the people on the other side can probably deal with.
00:40:28.719 --> 00:40:34.079
And if there's some stuff that they don't like, you have some fallback positions.
00:40:34.239 --> 00:40:38.480
Uh I I'm not a litigator, uh, I'm a transactional guy.
00:40:38.719 --> 00:40:40.719
I like to conduct and do business.
00:40:40.800 --> 00:40:44.639
And I know the people on both sides of the table want to do that.
00:40:44.719 --> 00:40:46.880
And so, like, that's the way that I approach it.
00:40:47.039 --> 00:40:50.400
Let's come back to like to the boilerplate and the standard contracts.
00:40:50.639 --> 00:40:58.159
The people who have the most leverage are the people who can say, here's my contract, basically take it or leave it.
00:40:58.239 --> 00:41:01.679
I may have a few things that I might be willing to negotiate on.
00:41:01.840 --> 00:41:03.119
So let's talk about that.
00:41:03.280 --> 00:41:09.199
That's going under the assumption that you're dealing with someone on the other side that, you know, wants, again, really wants to do business.
00:41:09.360 --> 00:41:10.159
You'll get that.
00:41:10.320 --> 00:41:12.320
Then I can give you the flip side of that.
00:41:12.400 --> 00:41:27.519
The flip side of that is, and I've seen this, and I think every lawyer has seen this, where you get back a contract on the other side that no longer resembles anything that you sent out because there's so much red in it, because the attorney on the other side has decided I'm going to rewrite it so that way it'll be perfect for my client.
00:41:27.760 --> 00:41:29.119
By the way, that doesn't work either.
00:41:29.280 --> 00:41:34.559
So that that, like, I'll hit you over the head with a hammer approach, does not work from either side.
00:41:34.800 --> 00:41:42.079
So the people who have the most leverage in the industry have the ability to give a contract to you and say, this is basically a take it or leave it.
00:41:42.239 --> 00:41:49.440
We'll obviously, you know, change some of the pedigree information, we'll update, you know, some of the specific deal terms to this location.
00:41:49.519 --> 00:41:51.760
But like beyond that, we're probably not going to change much.
00:41:51.920 --> 00:41:58.480
The people that don't have that kind of leverage, and this is not necessarily a good thing or a bad thing, this just is who it's coming from.
00:41:58.639 --> 00:42:03.599
You you obviously have a little bit more room in terms of what you put together.
00:42:03.840 --> 00:42:15.199
When clients are coming to me because they have an idea or they say we have a business model, and here's what we've been doing, and these are what our contracts are that we've been using since day one, and we kind of hobbled it together.
00:42:15.280 --> 00:42:26.960
We pulled a little from here and a little from there, and a little bit from there, and we threw a little into Chat GPT, and you know, we got some pushback on these terms, uh, it's been kind of working, but our business is maturing and expanding and growing.
00:42:27.039 --> 00:42:32.960
And we realize now it's time for us to play with the big boys, and we need to do this better.
00:42:33.119 --> 00:42:34.800
By the way, I get clients like that too.
00:42:34.960 --> 00:42:35.199
Okay.
00:42:35.519 --> 00:42:38.480
And so then I'm now coming as the drafter.
00:42:38.719 --> 00:42:42.239
I'm gonna try and put it together in a way in which it's gonna work.
00:42:42.400 --> 00:42:47.119
You know, I wish I had clients that can dictate and say, this is a take it or leave it.
00:42:47.280 --> 00:42:47.840
I don't.
00:42:48.000 --> 00:42:53.119
I mean, some of them can push more than others, and some of them do have more leverage than you might think.
00:42:53.280 --> 00:42:57.679
And so that that's how that that's how those two sides of the coin work.
00:42:58.079 --> 00:43:06.639
There is absolutely some value in some standardization and value in uh, you know, the the boilerplate language that's coming.
00:43:06.719 --> 00:43:13.920
And if it's done in a way in which it makes sense for both parties, it really can work and it does help.
00:43:14.159 --> 00:43:16.480
But no two deals are exactly the same.
00:43:16.639 --> 00:43:19.519
They're all going to be different for all sorts of reasons.
00:43:19.599 --> 00:43:25.360
I won't bore you because you know it'd just be a very long list of all the things that can be different from deal to deal.
00:43:25.599 --> 00:43:27.840
And so when you have that, you need that.
00:43:28.000 --> 00:43:35.199
So, you know, what I like to see from the other side is some flexibility, saying, Yeah, we're willing to like have a conversation about stuff.
00:43:35.360 --> 00:43:43.920
If there's stuff that the other side won't budge on, it's then my job to go back to my client and say, okay, here's where they're willing to move.
00:43:44.159 --> 00:43:49.119
Here's where they will not, and what the risks are to you if we accept this.
00:43:49.360 --> 00:43:56.719
If I push harder on some of these things, you're probably not going to go anywhere with it because they they have the leverage and they can do this.
00:43:56.880 --> 00:43:58.639
And you now have to decide.
00:43:58.800 --> 00:43:59.760
I'm not deciding for.
00:44:00.239 --> 00:44:00.320
You.
00:44:00.400 --> 00:44:02.800
It's like it's your, you know, it's your business.
00:44:02.960 --> 00:44:04.400
You're so the one spending the money.
00:44:04.480 --> 00:44:06.320
You got to figure out if this makes sense.
00:44:06.480 --> 00:44:09.360
But it's important that you now understand the risks if you're willing to go forward.
00:44:09.440 --> 00:44:10.880
And by the way, I see that happen all the time.
00:44:11.119 --> 00:44:12.480
Client will say, okay, great.
00:44:12.639 --> 00:44:13.119
I get it.
00:44:13.280 --> 00:44:14.159
I understand it.
00:44:14.320 --> 00:44:15.360
I know I can't.
00:44:15.519 --> 00:44:18.719
But there is this one other thing that's kind of really important, like can we see?
00:44:18.880 --> 00:44:20.719
Or these two things, like we try.
00:44:20.880 --> 00:44:27.920
And then again, I I'm coming at this as a uh transactional, we want to do business perspective.
00:44:28.079 --> 00:44:30.400
I appreciate it when I see that on the other side.
00:44:30.559 --> 00:44:34.159
I know the people on the other side of the table from me appreciate that.
00:44:34.320 --> 00:44:35.679
And then you get it done.
00:44:35.920 --> 00:44:38.719
There, there's everybody's gonna have to make some kind of compromise.
00:44:38.880 --> 00:44:47.679
You know, the worst thing to do is to say, you know, meet in, you know, meet in the, you know, meet exactly in the middle, right?
00:44:47.840 --> 00:44:48.719
It doesn't work.
00:44:49.280 --> 00:44:52.079
Okay, unless it's okay for both sides to do that.
00:44:52.239 --> 00:44:58.159
Because if it's not okay for both sides to do that, there's always gonna be one side that's not gonna light the fact that they made that concession.
00:44:58.480 --> 00:45:02.000
So that's that's the way, you know, I think that you really need to look at it.
00:45:02.079 --> 00:45:09.760
So a pro for sure to the standardization and the boilerplate, but at the on the flip side, it can also be it can also be a con.
00:45:09.920 --> 00:45:10.559
Yeah, yeah.
00:45:10.800 --> 00:45:13.440
Well, Jason, this has been uh a good conversation.
00:45:13.519 --> 00:45:15.840
And wow, it's uh it's gone fast.
00:45:16.000 --> 00:45:21.920
I had other things I wanted to talk to you about, but I think uh this is probably a good place to we'll have to do a part two.
00:45:22.239 --> 00:45:28.320
Yeah, we are just you know what, from all this, you'll take some notes of all the part two stuff, and then that's the stuff we'll focus on in part two.
00:45:28.639 --> 00:45:29.360
Yeah, for sure.
00:45:29.679 --> 00:45:30.639
I'd be happy to do that.
00:45:30.960 --> 00:45:34.719
Yeah, there's there's definitely a part two in this conversation, potentially a part three.
00:45:34.800 --> 00:45:41.599
But um I I appreciate you sharing the time that you've shared and and the insights and knowledge that you've shared with with the audience here.
00:45:41.760 --> 00:45:47.119
You know, as as we get ready to to kind of land this plane, how can folks connect with you directly?
00:45:47.360 --> 00:45:48.960
What's the best way to reach out to you?
00:45:49.280 --> 00:45:52.000
How can they connect with you to follow what you're doing in the space?
00:45:52.159 --> 00:45:53.760
Um Yeah, absolutely.
00:45:54.000 --> 00:45:58.480
Okay, so there are a couple of really easy ways in which to do that.
00:45:58.559 --> 00:46:00.079
Uh I'll tell you what they all are.
00:46:00.239 --> 00:46:05.360
I'm I'm pretty active on LinkedIn, so that's always a good way for people to reach out to me.
00:46:05.519 --> 00:46:12.239
I'm a little behind in terms of some of my posts, which, and by the way, that's I have a good reason for that, is because I've been so busy.
00:46:12.320 --> 00:46:16.800
And so I have not had as much time to be putting things out there as as I've done in the past.
00:46:16.880 --> 00:46:19.039
Um so, but I'm on there all the time.
00:46:19.119 --> 00:46:19.920
I check all the time.
00:46:20.000 --> 00:46:22.960
So that's also a really easy way for people to get a hold of me.
00:46:23.119 --> 00:46:27.760
I, you know, by all means, like, you know, put if you don't have those links for me, I'll give them to you.
00:46:28.000 --> 00:46:32.400
But uh, you know, to put in the show notes, so that's that's one easy way for people to get a hold of me.
00:46:32.559 --> 00:46:34.400
Also, my website, people can go there.
00:46:34.480 --> 00:46:40.079
That's another way to get uh, you know, a bit you know, uh more of a picture if you want to, you know, see what's going on there.
00:46:40.159 --> 00:46:44.639
I am actually planning on revamping it at some point, but that's another good way to do that.
00:46:44.800 --> 00:46:52.800
And then of course, uh people can um always email me and my email address, I'll tell you what it is right now for your listeners, but you can put it in the show notes too.
00:46:52.880 --> 00:46:57.280
It's Jason at J R G P L L C.
00:46:57.440 --> 00:47:02.960
So that's Jason R Goldfarb, just my initials, J R G P L L C dot com.
00:47:03.199 --> 00:47:04.559
And they can email me.
00:47:04.639 --> 00:47:07.440
They should reference that they heard this podcast, obviously.
00:47:07.519 --> 00:47:08.400
That would be helpful.
00:47:08.559 --> 00:47:11.360
So at least I have some uh some context.
00:47:11.519 --> 00:47:15.199
And so that that would be a really, you know, another good way for people to get a hold of me.
00:47:15.280 --> 00:47:20.159
So you've got LinkedIn, you've got my website, and just you know, direct, direct.
00:47:20.719 --> 00:47:23.599
Yeah, we'll be sure to include all that in the in the show notes as well.
00:47:23.840 --> 00:47:29.119
Yeah, and by the way, people should come to EV charging conferences and things like that, you know, that you and I have been to.
00:47:29.280 --> 00:47:31.760
But you know, those are also great ways to connect with people.
00:47:31.920 --> 00:47:35.360
The networking that you can do with those places is fabulous.
00:47:35.519 --> 00:47:39.119
And I am planning to go back to EVCS next year.
00:47:39.599 --> 00:47:43.360
That'll be another opportunity for the two of us to see each other again in person, I'm sure.
00:47:43.519 --> 00:47:45.920
But you know, that that would also be a way for people to do that.
00:47:46.000 --> 00:47:50.159
I don't necessarily want people waiting till next year to reach out to me.
00:47:50.239 --> 00:47:55.280
So in the interim, if you want to contact me, LinkedIn, website, or email me.
00:47:55.440 --> 00:47:55.840
Perfect.
00:47:56.000 --> 00:47:58.000
Jason, thanks for coming on Field Frequency.
00:47:58.079 --> 00:47:58.639
It's been a pleasure.
00:47:58.880 --> 00:47:59.679
Absolute pleasure.
00:47:59.840 --> 00:48:00.320
Thank you.
00:48:00.559 --> 00:48:03.840
This episode was produced and edited by the team at Autozi.
00:48:04.079 --> 00:48:09.199
To find out more, visit autosi.co a-ut o z y dot co.
00:00:00.160 --> 00:00:02.879
Bad contracts don't slow EV projects down.
00:00:03.040 --> 00:00:04.320
They can kill them entirely.
00:00:04.559 --> 00:00:12.960
On today's episode of Field Frequency, I'm joined by Jason Goldfarb, an attorney operating at the intersection of infrastructure and real estate and EV charging.
00:00:13.039 --> 00:00:14.720
And what he lays out is straightforward.
00:00:14.880 --> 00:00:18.800
This industry is repeating some of the same mistakes telecom made 20 years ago.
00:00:19.039 --> 00:00:33.600
In this episode, we get into what actually goes wrong, agreements signed with the wrong entities, business models that only work as long as subsidies exist, and more importantly, what happens when all of that shows up during due diligence because someone's trying to buy, fund, or scale the business.
00:00:33.759 --> 00:00:38.960
If you're deploying, investing, or operating in this space, this isn't just a legal conversation.
00:00:39.119 --> 00:00:41.280
It's a filter for what actually will hold up.
00:00:41.439 --> 00:00:42.719
Let's get into it.
00:01:10.159 --> 00:01:11.920
Jason, so good to have you today.
00:01:12.239 --> 00:01:13.040
Glad to be here.
00:01:13.359 --> 00:01:16.400
Well, I would like to kick off the conversation today.
00:01:16.560 --> 00:01:22.959
Of course, we're going to have a broader industry conversation, but I'd like to start off with just introducing you to the audience.
00:01:23.359 --> 00:01:32.799
Just share your origin story and the key experiences that led you into practicing law and then ultimately how that intersected with EV infrastructure.
00:01:33.040 --> 00:01:33.280
Yeah.
00:01:33.359 --> 00:01:33.519
Okay.
00:01:33.599 --> 00:01:34.319
So I'll tell you.
00:01:34.400 --> 00:01:44.319
So the quick story is I did not follow, and I know you know this, but for the audience, I did not necessarily follow a uh straight path to get to where I am right now.
00:01:44.400 --> 00:01:47.760
I see that smile on your face, yes, because you've heard this story before.
00:01:48.000 --> 00:01:57.439
So my my first job at a law school, I actually worked as a uh criminal prosecutor in uh in Kings County in Brooklyn, of all places.
00:01:57.599 --> 00:01:59.439
And that's kind of how I got my start.
00:01:59.519 --> 00:02:01.840
And then from there, I went to work for my dad.
00:02:02.000 --> 00:02:05.920
He had back what they used to call then a general practice.
00:02:06.079 --> 00:02:07.680
That didn't really work out so well.
00:02:07.840 --> 00:02:10.080
Working for family for some people is awesome.
00:02:10.240 --> 00:02:12.159
For other people, not so awesome.
00:02:12.400 --> 00:02:14.240
And then we parted ways.
00:02:14.400 --> 00:02:26.960
I eventually made my way over to a very interesting business, which was a company that was in the business of investing in real estate infrastructure.
00:02:27.039 --> 00:02:32.800
And at the time that they started doing this, they were focused primarily on the telecom space.
00:02:33.039 --> 00:02:47.680
The companies that now do that kind of work have expanded because they figured out that the way that you do a telecom infrastructure deal is somewhat similar to the ways in which you do other types of infrastructure deals.
00:02:47.840 --> 00:02:55.840
So the companies that are in that business right now, they also do things like invest in billboards and in solar farms.
00:02:55.919 --> 00:03:01.280
And at some point in time when people were doing wind turbines, they were doing wind turbines.
00:03:01.439 --> 00:03:06.080
And so I got experience working in that industry.
00:03:06.319 --> 00:03:17.120
And it gave me an opportunity to uh play lawyer, play translator, because my job there was not necessarily as legal counsel.
00:03:17.280 --> 00:03:20.080
I functioned as a legal counsel, but that was actually not my title.
00:03:20.159 --> 00:03:28.400
I was a VP of origination, so I managed the sales team and I translated between sales and the legal team every day.
00:03:28.479 --> 00:03:33.840
I was kind of like the the the hub and this, you know, in the middle and the spoke around me.
00:03:33.919 --> 00:03:34.080
Right?
00:03:34.240 --> 00:03:42.560
Salespeople talk one way, lawyers talk another way, and very often they're moving my hands, you see they're both not hitting each other together.
00:03:42.719 --> 00:03:44.719
They talk in a completely different language.
00:03:44.879 --> 00:03:46.159
So that was kind of my job.
00:03:46.319 --> 00:03:47.759
At some point, the economy tanked.
00:03:47.840 --> 00:03:52.000
And when the economy tanked, like lots of other people, I got laid off.
00:03:52.080 --> 00:04:00.800
And I ended up working at a T-Mobile, and then I ended up also working, and then from there I left and I eventually got a job working at AT ⁇ T.
00:04:00.879 --> 00:04:04.240
And at T-Mobile and ATT, and you'll see where this is all going.
00:04:04.400 --> 00:04:09.039
At T-Mobile and ATT, I also did not function officially as an attorney.
00:04:09.199 --> 00:04:14.319
I was responsible for managing their wireless real estate assets.
00:04:14.560 --> 00:04:20.639
So all of their cell sites, I managed um all of New York City, all of northern New Jersey.
00:04:20.800 --> 00:04:27.439
So I had thousands and thousands of wireless assets that I was responsible for managing.
00:04:27.600 --> 00:04:32.959
I also have then moved on to doing project management at some point, of doing cell tower build-outs.
00:04:33.040 --> 00:04:36.399
And back in the day, we were doing 4G and LTE.
00:04:36.560 --> 00:04:48.639
And I know I'm using the terminology that people in the telecom industry would understand, but you know, those were the those are the big upgrades then versus what we're doing right now, where we have 5G and IoT and all that other fun stuff.
00:04:48.720 --> 00:04:49.759
So I did all of that.
00:04:49.920 --> 00:04:54.959
From there, I ended up back at another infrastructure investment company.
00:04:55.040 --> 00:04:56.879
So I had more than one go at it.
00:04:57.040 --> 00:05:01.120
And from there, worked my way into private practice.
00:05:01.199 --> 00:05:03.839
Again, the economy tanked again a couple of years ago.
00:05:04.000 --> 00:05:05.600
All right, you notice the trend here.
00:05:05.759 --> 00:05:10.000
I got laid off again, and then I decided that I was going back into practicing law.
00:05:10.160 --> 00:05:10.959
I went out on my own.
00:05:11.120 --> 00:05:14.480
I went to work for a larger firm for a little while.
00:05:14.720 --> 00:05:19.600
And I started to see a lot of things happening, and this is where we get into the world of EVs.
00:05:19.680 --> 00:05:36.319
I started seeing as an attorney, and especially in terms of the kind of clients that I was getting in the inquiries that I was getting, a lot of things happening in the EV infrastructure industry that had happened back in the telecom industry 20 years ago when I first got involved there.
00:05:36.800 --> 00:05:47.199
And back in the day, people were and companies were unfortunately not so careful about some of the due diligence that they were doing for when they would purchase their assets.
00:05:47.439 --> 00:06:00.240
So they would make mistakes in the contracts, they would make mistakes in doing title work or even not doing it, or not properly doing due diligence and not really doing surveys.
00:06:00.399 --> 00:06:23.680
And there were all sorts of horror stories about people putting cell phone towers down in the wrong places, or putting terminology into the contracts, that suddenly became a major problem for either the telecom company, or on the flip side, became a major problem for the property owner because nobody really anticipated that some of these issues would happen, or if they did, they weren't really thinking much about it.
00:06:23.759 --> 00:06:37.120
And just to give you one quick example, one of the things they used to always throw into telecom leases was they would give you a free line of cell phone service, as if that was the only thing that actually managed to the property owner.
00:06:37.279 --> 00:06:38.079
Oh, this is really cool.
00:06:38.160 --> 00:06:42.720
I get a free cell phone, and they'll they'll give me a free amount of minutes or whatever it is.
00:06:42.879 --> 00:06:48.480
But you know, they may have also completely disregarded the the terminology around restoration.
00:06:48.720 --> 00:06:51.360
What actually happens when they remove the tower?
00:06:51.519 --> 00:06:53.600
Who's responsible for restoring the property?
00:06:53.839 --> 00:06:58.079
Property owner wasn't thinking, oh, that's not going to ever be a problem, but I got a free cell phone.
00:06:58.319 --> 00:07:02.240
So so stuff like that was happening.
00:07:02.399 --> 00:07:15.759
And so now if you fast forward and we bring us 2026, or even go back a couple of years when everybody was going crazy about putting EV infrastructure into the ground, what were some of the things that we used to see?
00:07:15.920 --> 00:07:43.360
EV charging stations going in the wrong place, going into neighborhoods where nobody had EVs or was interested in charging them, chargers that were not being properly maintained, chargers that were being put in the ground in the wrong place, chargers that were being put down and where if somebody was in, let's say, the stall next to you, you couldn't possibly put your car into the empty stall to charge because of the way in which it was designed, you couldn't physically get in there.
00:07:43.600 --> 00:07:46.160
Or how about this one that I saw not too long ago?
00:07:46.319 --> 00:07:50.240
Somebody put a bollard in front of the sliding cabinet door.
00:07:50.319 --> 00:07:55.600
Okay, so you can't possibly open up, you're laughing, but you can't open up the cabinet door to service the charger.
00:07:55.759 --> 00:07:57.839
So stuff like this was happening all over the place.
00:07:57.920 --> 00:08:05.040
So you would see pictures of, and these were real, these were not necessarily made up by AI of a charger literally in the middle of nowhere.
00:08:05.120 --> 00:08:17.759
You would look, there would be nothing around you for miles, you know, except for road and maybe some mountains, and somebody dumped a charger somewhere that already had um a burned-out screen, wasn't working, and where the cable was cut.
00:08:17.920 --> 00:08:27.279
So it's yes, it's a maintenance issue, but it was also a contractual issue because nobody was incentivized to come in there and fix it.
00:08:28.079 --> 00:08:37.120
And if you put an asset down somewhere where it's not generating any money, okay, um, are you gonna continue to invest money in it?
00:08:37.360 --> 00:08:38.799
No, definitely not.
00:08:39.039 --> 00:08:51.679
So, you know, you as the investor, it hasn't worked well, but as the property owner, that's pretty awful too, because that that reflects pretty poorly on how you maintain your own property and the value of your property and so on and so forth.
00:08:51.840 --> 00:08:56.399
So we're getting a little bit ahead of ourselves, but that was the kind of stuff that I saw.
00:08:56.480 --> 00:09:02.399
And it made me realize that there was really an opportunity for somebody like me to get in on this.
00:09:02.559 --> 00:09:04.159
And nobody else was doing this.
00:09:04.399 --> 00:09:05.919
And I figured, you know what?
00:09:06.240 --> 00:09:18.559
I have the background, I have the experience, the kind of work that I've been doing in the infrastructure industry, again, whether it's telecom, solar, whether it was wind, outdoor advertising, battery storage, you name it.
00:09:18.720 --> 00:09:20.960
It was all applicable to this stuff.
00:09:21.120 --> 00:09:32.639
And I started to tell clients and to tell people and to write and to speak and to do podcasts and all sorts of other stuff, and you know, to teach people that you have to pay attention to the due diligence.
00:09:32.799 --> 00:09:35.120
You have to pay attention to what's in your contract.
00:09:35.279 --> 00:09:38.399
It's not enough to just put a charger down.
00:09:38.480 --> 00:09:41.279
It's not always gonna be if you build it, they will come.
00:09:41.600 --> 00:09:44.639
Because if you didn't do your due diligence, they aren't coming.
00:09:44.879 --> 00:09:46.960
And then that creates all sorts of other problems.
00:09:47.279 --> 00:09:53.759
So that's that's really how I got started in this and how I got involved in this industry.
00:09:54.000 --> 00:10:06.480
And you know, I'm now at the point where, and you heard this yourself, so I'm not telling you anything that you didn't hear yourself, but at the last conference we went to, who was the attorney to everybody?
00:10:06.639 --> 00:10:07.360
It was me.
00:10:07.600 --> 00:10:10.480
Everybody said, Oh, the attorney, the attorney.
00:10:10.720 --> 00:10:13.200
So uh, you know, I'm really happy about that.
00:10:13.360 --> 00:10:19.360
Like I've I've kind of landed in that spot where I'm now known throughout the industry as the attorney in the room.
00:10:19.519 --> 00:10:22.159
Frequently, I am the only attorney in the room.
00:10:22.240 --> 00:10:24.320
Um, I've been to a lot of these conferences.
00:10:24.480 --> 00:10:33.279
Uh the volume of this work is not such where massive firms can can take it on because like they they just can't because there's not enough of it.
00:10:33.519 --> 00:10:40.320
But for a solo like me, it it works out pretty nicely uh because there's thank God there is enough work.
00:10:40.480 --> 00:10:49.440
So that's how I evolved from a criminal prosecutor all the way to um you know infrastructure, EV focused attorney.
00:10:49.679 --> 00:10:50.799
I mean, I do other stuff.
00:10:51.200 --> 00:10:58.720
I still do telecom and and and outdoor advertising and and solar and you know all the other things that come with it.
00:10:58.960 --> 00:11:04.240
But that's how that's how I made my way and became known in the in the EV industry as that person.
00:11:04.559 --> 00:11:17.840
Well you you Jason, you touched on some some key points, uh especially something that we've seen representative of the early deployments to your point of the charger out in the middle of nowhere, not supported with any kind of ON thought.
00:11:17.919 --> 00:11:30.559
Uh just here's a charger, uh it's closest place where the power is easiest uh to get to get the DC in there to begin with, or or whatever the nature is behind the the genesis of that of that project.
00:11:30.720 --> 00:11:33.919
And so there's and and of course that's been oft repeated.
00:11:34.000 --> 00:11:51.360
And so there's been some some programs, some charging programs that were flawed from the start because there wasn't thought put into it, to your point of the whether it's OM or or utilization or any kind of it's just yeah, here you go, here here's the you know, here's the spot, here's the charging location.
00:11:51.600 --> 00:11:58.799
Within our space, of course, there's been multiple power cycles, it would seem like, you know, constant resets within our space.
00:11:58.879 --> 00:12:10.559
And it seems like our industry goes through these hype cycles where it's really like expanding, growing, you know, there's evidence of maturity to the space and what's happening and then it goes backwards.
00:12:10.799 --> 00:12:14.240
You know, it's like two steps forward and three steps backwards.
00:12:14.320 --> 00:12:36.720
And so I would see I would think that from your perspective, from from contractual standpoint, uh from you know, just before even ground is broken, you're seeing disconnects between like maybe early assumptions uh about what would make a site successful, yes, and then the you know legal and contractual realities that go into making that successful long term.
00:12:36.879 --> 00:12:40.960
Where what are two examples of those biggest disconnects that you see from your perspective?
00:12:41.279 --> 00:12:47.759
Yeah, so you're you're 100% right in that the way that the industry started out, it was absolutely a land grab.
00:12:47.919 --> 00:12:49.519
And there was an incentive.
00:12:49.679 --> 00:12:52.240
I mentioned before about incentivizing accountability.
00:12:52.399 --> 00:12:56.960
There was an incentive, and we should talk about the 10,000 pound elephant in the room.
00:12:57.200 --> 00:12:59.840
The the incentive was all the money being handed out.
00:13:00.480 --> 00:13:18.080
So the money was being handed out, so of course people were gonna go for it, but they were they were doing that part, but they weren't doing the other parts, let's say, to have a site to make sure that it would be viable, that it would be properly maintained, that you'd be putting it in the right place, that you'd be going into a neighborhood where it makes sense, where you actually have people who will use it.
00:13:18.320 --> 00:13:21.039
So there was for sure a massive disconnect.
00:13:21.200 --> 00:13:24.080
On the other hand, there were some people that started out and did this right.
00:13:24.240 --> 00:13:30.960
The people who did it right, you didn't really hear much about them because there was nothing exciting to necessarily talk about, right?
00:13:31.200 --> 00:13:36.960
People have to talk about when something goes wrong, you know, as opposed to the way it goes, as opposed to when it goes right.
00:13:37.120 --> 00:13:38.960
So there was definitely a disconnect.
00:13:39.120 --> 00:13:41.519
That's that has definitely changed.
00:13:41.759 --> 00:14:08.720
And I would say that in in all the years that we have known each other and all the different conferences that we've been going to, this year, when I was at EVCS, for the first time, for the first time, I heard other people besides me use the words contracts and due diligence in their presentations or in their speaking gigs or with other people around me and in the room.
00:14:08.960 --> 00:14:11.840
And that tells me that two things.
00:14:12.000 --> 00:14:14.879
One, the industry is is definitely maturing.
00:14:15.039 --> 00:14:22.720
Two, everything that I've been doing has finally started to have an impact because people are starting to pay attention to this stuff.
00:14:22.879 --> 00:14:31.840
And I think as an industry, I think people have really begun to realize that it's not enough to just grab a piece of land and put a charger in.
00:14:32.000 --> 00:14:36.399
You have to think about this entire process like a business.
00:14:36.559 --> 00:14:40.159
And so I'll give you another example of where the industry is involved.
00:14:40.320 --> 00:14:46.159
With with the previous administration, there was a lot of money being given out to develop sites.
00:14:46.399 --> 00:14:48.720
The current administration stopped that.
00:14:54.480 --> 00:15:02.720
Now, for people who base their entire business model on the money coming in from the government, that's not a business model.
00:15:02.799 --> 00:15:10.000
It doesn't matter what administration is in place, it doesn't matter who your politicians are, frankly, it's irrelevant.
00:15:10.320 --> 00:15:19.679
But just like that spigot can be turned on, that spigot can be turned off in an instant by anybody at any time for all sorts of reasons.
00:15:20.159 --> 00:15:25.360
So it's great that you have the extra money and it's great that you have some extra fluff built in.
00:15:25.519 --> 00:15:36.320
But you know, I tell my clients this all the time that when you do one of these projects and you're doing a build out, you have to figure out how to do this and how to make money from it without that money.
00:15:36.639 --> 00:15:44.000
If you can't make money from this without that money, this is likely not to be a long-term viable business.
00:15:44.240 --> 00:15:46.159
You're definitely taking a risk.
00:15:46.320 --> 00:15:48.240
You can tell I'm a little risk averse.
00:15:48.559 --> 00:15:55.919
But that's not to say that people shouldn't try it, but you have to understand what that is and what you're getting yourself into.
00:15:56.159 --> 00:16:03.919
So to some extent, there is still a little bit of a disconnect because depending upon the jurisdiction and where you are, there's still some free money available.
00:16:04.480 --> 00:16:21.440
And because there is free money available and you are not allowing the uh the free market to determine what makes sense, there's gonna be that disconnect because you will have people who will develop sites in a location that make financial sense for them because they're getting all this free money.
00:16:21.519 --> 00:16:25.440
But the moment that that goes away, so that's not gonna work so well as a business.
00:16:25.600 --> 00:16:33.360
And then that is not the point in time that you want to be thinking about what your backup plan should have been from the get-go.
00:16:34.320 --> 00:16:37.360
That's that's another that's another industry thing where you go.
00:16:37.519 --> 00:16:45.200
One of the other things you were asking, so that's I think would be one very concrete example of where there is still a disconnect.
00:16:45.759 --> 00:16:58.240
The other places that where I think there is still a disconnect, and I see this all the time, people get this idea in their head that I'm gonna be opening up and building chargers all over the place, and I'm gonna be bigger than Tesla.
00:16:58.320 --> 00:16:58.960
Let's use that.
00:16:59.120 --> 00:17:00.080
Okay, they're the best.
00:17:00.240 --> 00:17:02.879
I I've said this publicly, and they are.
00:17:03.039 --> 00:17:04.559
They are just the best at this.
00:17:04.640 --> 00:17:05.599
We don't have to go into that.
00:17:05.680 --> 00:17:08.720
There are whole other podcasts on that topic, but they really are.
00:17:08.880 --> 00:17:10.160
And you can't beat them.
00:17:10.319 --> 00:17:19.599
Now, there are some niches that they won't go into because they're too big, just like you know, certain investment companies can't invest in certain companies because they're too big.
00:17:19.759 --> 00:17:24.960
And if they invest in some of those small stocks, they basically own the company, which you know they're not really allowed to do.
00:17:25.119 --> 00:17:28.400
So it's it's the same, it's the same general concept.
00:17:28.720 --> 00:17:37.119
So you still have people that are are making a little bit of a disconnect in terms of whether or not what they're putting down in a particular place actually makes sense.
00:17:37.440 --> 00:17:44.960
You you have to match up the type of EV charging equipment that you are putting into your actual use case.
00:17:45.119 --> 00:17:47.279
And I see these mistakes all the time.
00:17:47.519 --> 00:17:58.960
People start talking to me, oh, I want to I want to put in level threes and I want instantaneous charging, and like that's the only way that I'm gonna do this, and I gotta raise millions of dollars in order to be able to buy the equipment.
00:17:59.200 --> 00:18:04.880
The reality is that most places can't sustain level three charging for a variety of reasons.
00:18:05.119 --> 00:18:09.279
You don't have sufficient power, you're probably not going to get the funding.
00:18:09.440 --> 00:18:13.680
Even if you do, not every car that's out there right now can take advantage of it.
00:18:13.839 --> 00:18:33.759
And unless you're putting that charging in a place in a neighborhood where everybody's driving really expensive cars that can take care of the super expensive charging infrastructure that you're putting in the ground, and you have, I mean, the all the things that need to come together in order to be able to make a project like that viable, it's almost like finding a unicorn.
00:18:33.920 --> 00:18:59.039
I mean, there are unicorns out there, but you would need a confluence of wealthy people with expensive cars that can handle the charging, that actually need it in their travels to and from where they frequently go, and you have massive amounts of power that is close by, and you have all the funding, and you can get your permitting and you get your zoning, and it all comes together, then you've got something.
00:18:59.680 --> 00:19:03.519
So I don't mean to to like pick on level threes at all.
00:19:03.680 --> 00:19:05.119
What are the people who do them?
00:19:05.279 --> 00:19:07.759
They make perfect sense in lots of places.
00:19:07.920 --> 00:19:13.279
But my point is that if that's what you think your project is, there's a lot of stuff you got to figure out.
00:19:13.359 --> 00:19:19.839
And by the way, I have not even mentioned anything about the rest of your legal due diligence or your contracts.
00:19:20.000 --> 00:19:21.440
I've touched on none of that.
00:19:21.920 --> 00:19:30.960
All that stuff has to come together concurrently, actually, with your paper and with your agreements and with your arrangements you have with your utility company.
00:19:31.119 --> 00:19:32.559
Like there's a lot of stuff.
00:19:32.720 --> 00:19:37.599
I could give you the example with a level two location, but it's the same basic stuff.
00:19:37.759 --> 00:19:41.440
So many things have to come together in order for one of these projects to make sense.
00:19:41.599 --> 00:19:47.039
And that is the other disconnect I still see all the time, where people say, I have this great idea.
00:19:47.200 --> 00:19:52.000
They don't understand how much is actually involved in order to make make a go of it.
00:19:52.400 --> 00:20:03.839
Yeah, the um the comments around the subsidies to deploy, often I think there's you know, focus on deploying and and the monies that are attached to the subsidies, the incentives, et cetera.
00:20:08.079 --> 00:20:09.200
Yeah, yeah.
00:20:09.440 --> 00:20:21.440
And it's you know, I've always been, and just because I've been in this space where I've seen the the waves of different funding, whether it's VW or Nevi, you know, BW was deploying lots of money across across the country.
00:20:22.400 --> 00:20:24.559
And by the way, how did their sites work out?
00:20:24.720 --> 00:20:26.720
Let's not even talk about that, okay?
00:20:26.960 --> 00:20:36.480
And how many billions of dollars did they spend, okay, to build out sites, okay, because of their settlement with the government over Dieselgate.
00:20:36.640 --> 00:20:37.839
Where are all their sites now?
00:20:38.000 --> 00:20:44.960
If they're viable, if any are viable, they've probably been bought for pennies on the dollar by somebody else.
00:20:45.119 --> 00:20:46.559
I mean, that's that's where that goes.
00:20:46.720 --> 00:20:49.680
And and so that by the way, that's a perfect example.
00:20:49.839 --> 00:20:52.640
There's money you have to build, they did it.
00:20:52.799 --> 00:20:56.319
Did they do any of the other stuff that they needed to do in order to make sure?
00:20:56.480 --> 00:21:01.119
I think frankly, if they did, they would probably have a charging network that would rival Tesla's.
00:21:01.200 --> 00:21:01.920
And they don't.
00:21:02.000 --> 00:21:02.960
So we know what happened.
00:21:03.279 --> 00:21:14.319
You know, uh in the VW cycle, I know there was more than one site experienced where an operator would apply for money, get funding, and and still not move forward the project.
00:21:14.400 --> 00:21:16.319
And I'm not talking about one or two sites.
00:21:16.400 --> 00:21:20.400
Uh, you know, I know more more than one operator that would get they're a great example.
00:21:20.799 --> 00:21:33.039
Yeah, that would get get approved, you know, for multi-site deals, you know, a dozen or more and still not move forward because while there was capital for the deployment, there wasn't capital for the operation.
00:21:33.279 --> 00:21:49.759
And so I would see, you know, to me, I've always felt like incentives and subsidies were are nice to have, but could not be essential, like what you said if at the you know, at the beginning of the commentary around incentives, you you said it like if your business model is built around that exclusively, then you're probably pointed in the wrong direction.
00:21:49.920 --> 00:21:52.640
If it's a nice to have and a supplement, perfect.
00:21:52.799 --> 00:21:59.680
And so I can see where incentives and subsidies bring a a degree of complexity into a deal structure that that is almost more noise.
00:22:00.160 --> 00:22:00.799
Than signal.
00:22:00.960 --> 00:22:08.880
But you know, to the comments around deploying versus operating and funding for deployment, not funding for operation.
00:22:09.039 --> 00:22:23.839
So if your operational model is not successful, if there's not ROI built into that through amenities and through whatever it costs to drive that ROI for that particular site, because it's, you know, sites are almost like a snowflake from deployment to operation, et cetera.
00:22:24.000 --> 00:22:31.839
And so I guess, you know, my my question is, you know, you you've got, like you said, you got into some of the technical standpoints about power availability, et cetera.
00:22:32.000 --> 00:22:34.079
That's not even in the contract aspect of it.
00:22:34.319 --> 00:22:41.680
And so I guess my question is from the permitting to to interconnection to site control, all of that, it's not a straight line.
00:22:41.839 --> 00:22:46.720
But where are the where are the common friction points that need to be considered?
00:22:46.880 --> 00:22:53.839
Maybe what are you know two examples of of of what needs to be considered from a contractual standpoint beyond all the complexities of those other things?
00:22:54.160 --> 00:22:54.720
Yeah, 100%.
00:22:55.039 --> 00:23:04.240
No, that that's that is that is an excellent question because all that stuff that we spoke about just now in terms of doing the project due diligence, that's critical.
00:23:04.400 --> 00:23:08.559
So let's let's go under the assumption that somebody got all of that stuff right.
00:23:08.799 --> 00:23:09.119
Okay.
00:23:09.359 --> 00:23:13.200
But now let's take it a step further, and I see this happen all the time too.
00:23:13.359 --> 00:23:23.039
And now you have to deal with, and by the way, this should be dealt with concurrently, not after the fact, because you want all your ducks lined up in a row from the beginning.
00:23:23.279 --> 00:23:24.480
Let's just assume that.
00:23:24.640 --> 00:23:28.640
But here's here's the thing that that I see that happens all the time.
00:23:29.119 --> 00:23:37.680
People seem to have no problem spending money and time and brain power on the project itself.
00:23:37.839 --> 00:23:48.880
But when it comes to the legal, contractual, and legal due diligence, they focus at that point only on the money and not on the value.
00:23:49.039 --> 00:24:04.240
And when I see that, I can tell you that those now, by the way, this sh this does not mean that you shouldn't care about what it costs you for legal and contractual due diligence.
00:24:04.559 --> 00:24:04.799
Okay.
00:24:05.359 --> 00:24:19.839
But when you get people that are completely focused on just what is it gonna cost me, or I don't have money in my budget for a legal spend, or I don't want to spend you know too much time on this because you know it's all it's all done.
00:24:19.920 --> 00:24:21.680
Like, what do I need this kind of stuff for?
00:24:21.759 --> 00:24:26.079
But like, you know, I just need a little something, you know, just to make sure like I'm covered kind of thing.
00:24:26.240 --> 00:24:27.680
Those aren't good clients for me.
00:24:27.759 --> 00:24:29.680
I can tell you that right off the bat.
00:24:30.000 --> 00:24:34.000
Because they're they're they're missing the forest for the trees.
00:24:34.160 --> 00:24:37.200
That that piece of it is just right, I see that smile.
00:24:37.440 --> 00:24:39.519
That piece of it is so important.
00:24:40.079 --> 00:24:43.920
Okay, so I'll give you two examples contractually.
00:24:44.160 --> 00:24:50.079
Number one, let's talk about like a let's talk about basic legal due diligence that you would want to do.
00:24:50.240 --> 00:24:55.519
And we talked about, and I gave the example before, of uh cell phone towers being put in the wrong place.
00:24:55.680 --> 00:24:59.920
It costs money to do a survey, costs money to run a title search.
00:25:00.079 --> 00:25:00.960
That costs money.
00:25:01.119 --> 00:25:08.319
But what you get out of that is you get absolute clarity over where you are placing your equipment.
00:25:08.880 --> 00:25:15.119
You get absolute clarity over who the parties are that you've entered into an agreement with.
00:25:15.279 --> 00:25:19.599
You know who the entity is that you're supposed to be having a contract with.
00:25:19.759 --> 00:25:25.759
Now, you might be thinking about the next question, and if you're not, but I can tell you I have seen contracts with the wrong entities.
00:25:25.920 --> 00:25:46.240
And so if you have a contract with the wrong entity on it, and then you run into a problem or forgetting about a problem, if there is some sort of obligation or responsibility or warranty that that party has agreed to, that is a critical component of your contract, and they are not the people who should have that.
00:25:46.400 --> 00:25:52.799
What do you think happens when they have to become responsible for there's you can't there's nobody to make responsible?
00:25:53.200 --> 00:25:57.599
So, like that that's a major problem, and it happens.
00:25:58.079 --> 00:26:00.640
You'd be surprised at how often, but it does happen.
00:26:00.880 --> 00:26:12.319
So when when it comes to that part of it, I you know, I see people thinking that they need to skip on this, and suddenly like they they start thinking really, really, really, really focusing on their budget.
00:26:12.480 --> 00:26:20.000
And that's okay, because I get it, and a lot of these companies are startups and they're bootstrapping and they don't have a lot of money and all that other stuff.
00:26:20.079 --> 00:26:43.039
But like you you can't ignore that stuff because if your entire business model is dependent upon your first couple of sites that you put down on the ground, or let's say uh your business model is you know what, I'm gonna do this, I'm gonna build this, I'm gonna get something really awesome going, but I'm gonna be looking to make an exit, and I want to be able to sell my business off to somebody else so I can move on to my next startup.
00:26:43.279 --> 00:26:53.680
If you have not done your legal and contractual due diligence and your contracts are not with the right people, you're putting your equipment down in the wrong places, you didn't bother to do a survey, okay?
00:26:53.759 --> 00:26:55.759
And I'm just giving you just those examples.
00:26:56.000 --> 00:27:01.119
We haven't even touched on the terminology in some of the some of the contract terms.
00:27:01.200 --> 00:27:20.960
Let's just say you just like skimped on that stuff, and now you want to make an exit from your business because you've got shiny things syndrome, and you see another business now that you want to get into and you're ready to move on to the next great thing, and now you want to sell the business off, and you've decided in your head, I got a business, it's worth$100 million, someone's gonna buy it.
00:27:21.119 --> 00:27:23.119
Let's just say that that's the number you came up with.
00:27:23.279 --> 00:27:31.119
And the buyer comes in and they start doing a little of their own due diligence because they're about to plunk down$100 million, and they start asking for your contracts.
00:27:31.200 --> 00:27:33.279
And they start asking, well, did you get proof of this?
00:27:33.440 --> 00:27:36.880
Did you make sure that the person who signed had authority to do this?
00:27:37.039 --> 00:27:40.880
Did you ask to look at their organizational documents?
00:27:40.960 --> 00:27:43.839
Did you ask your title company to look at their organizational documents?
00:27:44.000 --> 00:27:46.799
How do you know that you had the right to put your charger down in that place?
00:27:46.960 --> 00:27:48.160
Are you sure it's in the right spot?
00:27:48.640 --> 00:27:52.880
And if you haven't done any of those things, what do you think happens to your$100 million business?
00:27:53.119 --> 00:27:54.400
Who's buying it from you?
00:27:54.960 --> 00:27:56.400
I know I wouldn't buy that business.
00:27:56.559 --> 00:28:00.559
I know Jason Cortez wouldn't buy that business because we're a lot smarter than that.
00:28:00.640 --> 00:28:01.440
We wouldn't do that.
00:28:01.599 --> 00:28:09.599
And if we were going to be plunking down$100 million on a business because, you know, that's what the seller says it's worth, we would certainly be doing our own due diligence.
00:28:09.680 --> 00:28:16.079
And the moment that we discover that they didn't do any of those things, we're not buying, or if we're buying, we come back and say, you know what?
00:28:16.240 --> 00:28:17.680
We'll give you$100,000.
00:28:17.839 --> 00:28:20.240
Because, like, you know, that's I mean, I'm making the numbers.
00:28:21.680 --> 00:28:24.079
But because there's just too much risk here.
00:28:24.160 --> 00:28:25.359
Like, you have crap.
00:28:25.440 --> 00:28:26.480
I don't even know what you have.
00:28:26.640 --> 00:28:27.440
I have nothing.
00:28:27.599 --> 00:28:30.480
Now, contrast that with the business that did all that.
00:28:31.039 --> 00:28:33.519
What do you think happens to the value of that business?
00:28:33.599 --> 00:28:34.799
How do they make their exit?
00:28:34.880 --> 00:28:35.680
How do they sell?
00:28:35.839 --> 00:28:36.559
Not even sell.
00:28:36.640 --> 00:28:41.599
How do you bring in more investors to your fabulous hundred million dollar business?
00:28:41.759 --> 00:28:42.880
That's how you get them.
00:28:43.039 --> 00:28:49.519
Those people who are gonna be investing that kind of money in your business, they're not doing it based on, oh, yeah, yeah, we're good, we're good.
00:28:49.759 --> 00:28:50.480
No, they're not.
00:28:50.640 --> 00:28:52.079
They're not doing it based on that.
00:28:52.240 --> 00:28:53.759
They want to see, they want to know.
00:28:53.839 --> 00:28:58.559
And they're gonna be spending a lot of money to do their own due diligence to make sure that you did what you were supposed to do.
00:28:58.720 --> 00:28:59.119
And why?
00:28:59.200 --> 00:29:00.400
And why did that happen?
00:29:00.559 --> 00:29:05.920
Because you didn't want to spend a couple of bucks um on doing legal and contractual due diligence.
00:29:06.000 --> 00:29:14.000
You said, no, I only have a thousand dollars in my budget to have an attorney help me draft, you know, uh, you know, a proper contract, and that's that's all I'm willing to spend.
00:29:14.160 --> 00:29:14.960
I got news for you.
00:29:15.039 --> 00:29:18.000
If that's all you're willing to spend, you're gonna get what you pay for, if at all.
00:29:18.160 --> 00:29:20.480
Or they'll say, Oh, I'll just go on, you know, I'll go online.
00:29:20.720 --> 00:29:24.559
Let's, you know, again, the other 10,000 uh pound elephant in the room.
00:29:24.720 --> 00:29:28.480
I'll throw it into Chat GPT or into Claude and then I'll have a draft of contract.
00:29:28.799 --> 00:29:29.680
Good luck with that.
00:29:29.920 --> 00:29:30.160
Okay?
00:29:30.480 --> 00:29:42.000
I mean, that's not to say that AIs aren't good and they're not getting better every day, but it's not gonna give you what you need, guaranteed, okay, unless you actually spend the money with somebody that knows what the heck that they're doing.
00:29:42.240 --> 00:29:46.240
So I think that those would be two two uh you know, two examples.
00:29:46.319 --> 00:29:53.119
If you want to get into the weeds of some you know terms within a contract, I can certainly give you an example or two there.
00:29:53.359 --> 00:29:57.440
Yeah, no, we we we gotta keep that behind the gate because we want your phone to ring.
00:29:57.599 --> 00:29:59.039
Don't give away too much knowledge.
00:29:59.359 --> 00:30:04.319
Hey, listen, I I know what I can I I know what I can give you.
00:30:04.559 --> 00:30:05.359
Yeah, yeah.
00:30:05.680 --> 00:30:06.559
That's okay, whatever.
00:30:06.640 --> 00:30:07.839
We can move on to the next thing.
00:30:07.920 --> 00:30:08.799
That's totally cool.
00:30:09.039 --> 00:30:10.559
Yeah, no, we don't want to give away too much.
00:30:11.119 --> 00:30:11.759
But I hope that helps.
00:30:11.839 --> 00:30:12.400
I mean, I hope that's a good idea.
00:30:12.559 --> 00:30:14.160
No, it does answer your question.
00:30:14.400 --> 00:30:14.640
It does.
00:30:14.960 --> 00:30:15.759
I see that all the time.
00:30:15.839 --> 00:30:16.880
It drives me crazy.
00:30:17.039 --> 00:30:19.920
Yeah, no, and rightly so, and the passion is coming through.
00:30:20.000 --> 00:30:24.799
I hear it, and and it's just because you've seen uh you've seen uh the opposite.
00:30:27.519 --> 00:30:31.200
I've I've I've built it, bought it, sold it, managed it, and invested in it.
00:30:31.359 --> 00:30:32.079
I know it.
00:30:32.319 --> 00:30:35.839
Yeah, I see it from every side, literally.
00:30:36.079 --> 00:30:36.559
Yeah.
00:30:36.880 --> 00:30:49.680
Well, you know, I I I I think we've really covered what it looks like on the deployment side, but let's let's move over to the operational side because chart charger downtime creates real financial and reputational exposure.
00:30:49.920 --> 00:30:58.960
I mean, obviously the everyone's focused on that 98%, 97%, 99% uptime and and and um you know the reliability behind the site.
00:30:59.200 --> 00:31:04.319
How are contracts or are they even I would say how are they, but that assumes that they are.
00:31:04.480 --> 00:31:09.519
So let's just say how are contracts needing to evolve or evolving to allocate performance risk?
00:31:09.680 --> 00:31:12.559
And by that I mean where, you know, what's protecting the site?
00:31:12.720 --> 00:31:14.319
You know, excellent, excellent question.
00:31:14.480 --> 00:31:14.799
Okay.
00:31:14.960 --> 00:31:20.880
So if you're dealing with before I answer that question, okay, I'm gonna give you a caveat.
00:31:21.119 --> 00:31:26.079
Caveat is, and I haven't used this term yet, but as a lawyer, it it's inevitable.
00:31:26.240 --> 00:31:26.880
It depends.
00:31:27.039 --> 00:31:27.759
It depends.
00:31:28.319 --> 00:31:36.319
It depends a little bit on it depends a little bit on what your business and contractual structure looks like.
00:31:36.480 --> 00:31:44.559
Okay and and who the person is that is providing or agreeing to the uptime.
00:31:44.640 --> 00:31:52.000
And I'll I'll just give you a quick example and then I'll come into how the contract can help to navigate that.
00:31:52.160 --> 00:32:04.960
If if a company, let's say like Tesla, or let's not only use them as the only example, or like Rivian or Iona, okay, is coming in and bringing in their stuff, they do things one way.
00:32:05.119 --> 00:32:09.200
If you are, and by the way, that also assumes they're coming to you.
00:32:09.359 --> 00:32:20.480
It's very hard for you to get them to come to you, but that's assuming they're willing to come to you because they're not coming to you unless all the other due diligence tells them that the location you have available is gonna work for them.
00:32:20.559 --> 00:32:23.920
Okay, that's basically also the way it works in the telecom industry.
00:32:24.000 --> 00:32:28.799
And that's also, by the way, how Tesla and Iona are so successful at this.
00:32:29.039 --> 00:32:33.759
But let's say you have a location, you've decided that I got the best spot.
00:32:33.920 --> 00:32:36.400
This is gonna be perfect for EV charging, okay?
00:32:36.559 --> 00:32:51.440
And or you're approached by a CPO and you bring them in, or you want to run this your own way, where you're doing everything yourself, soup to nuts, or you bring in a company that does it turnkey, or they put it in, it's their size, they manage it, but you know, they're just giving you a little bit of a revenue share.
00:32:51.599 --> 00:32:52.400
You get the idea.
00:32:52.480 --> 00:32:57.359
There's there's there's just a lot of different flavors of how you put something like this together.
00:32:57.599 --> 00:33:06.160
So I just I just want to explain that like to the listeners, there is no one flavor or one size fits all for these types of arrangements.
00:33:06.319 --> 00:33:11.599
Like they all have to work a little bit differently depending upon the specific circumstances of where you are.
00:33:11.839 --> 00:33:16.799
Now, having said that, let's get back to the question of reliability and uptime.
00:33:17.279 --> 00:33:32.000
Odds are, and you would insist on this, regardless of what type of structure you're looking at, that whoever is coming and and providing the charging equipment is agreeing that it's just always going to work.
00:33:32.480 --> 00:33:34.079
Period, the end.
00:33:34.720 --> 00:33:37.119
Okay, because they want it.
00:33:37.279 --> 00:33:39.279
Talk about incentivizing accountability.
00:33:39.359 --> 00:33:44.880
You can bet that the person providing it to you wants it, especially if their name is on it.
00:33:45.039 --> 00:33:47.440
It's a little bit different if you're white labeling, okay?
00:33:47.599 --> 00:33:49.839
But especially if their name is on it, right?
00:33:50.000 --> 00:33:53.279
That reputation is super important to them because it's their name.
00:33:53.440 --> 00:34:04.799
If it's your name and you're white labeling it, and let's say I'm the I'm the XYZ restaurant and I'm in a location where I know people, you know, come and spend lots of time and it makes sense to put, and I'm putting in chargers, and you know what?
00:34:04.880 --> 00:34:08.159
I think it would be really cool if I put my own label on my own chargers.
00:34:08.320 --> 00:34:08.559
Okay.
00:34:08.800 --> 00:34:11.760
Is that uptime going to be important to you as the owner of the restaurant?
00:34:11.920 --> 00:34:13.519
You're damn right it is.
00:34:13.760 --> 00:34:14.079
Okay.
00:34:14.480 --> 00:34:16.800
So uptime is going to be important to everybody.
00:34:16.880 --> 00:34:26.960
And if the uptime is not good and the sites are not working, and I don't know, Jason, think of an e-charging site that you pulled up to, because I can think of many that I have pulled up to.
00:34:27.199 --> 00:34:38.320
There's dirt and leaves all around the charger, the screen is dead and cracked, the cable is busted and uh the copper is gone because somebody stole all of it.
00:34:38.480 --> 00:34:38.800
Okay.
00:34:38.960 --> 00:34:45.760
And you shut up there because an app sent you to that location and it's sitting in front of, I don't know, pick your fast food chain.
00:34:45.920 --> 00:34:46.639
How does that look?
00:34:46.880 --> 00:34:48.800
How does that look for the fast food chain?
00:34:48.960 --> 00:34:52.239
How does that look for the company whose name appears on the charger?
00:34:52.400 --> 00:34:54.559
And by the way, consumers are pretty savvy.
00:34:54.719 --> 00:35:06.639
And if um no name appears on that charger, there are probably a pretty good percentage of consumers out there, and especially people who have EVs, will probably figure out whose equipment that is.
00:35:07.199 --> 00:35:09.679
How does that look for all of those people in the chain?
00:35:10.000 --> 00:35:10.480
Really bad.
00:35:10.639 --> 00:35:11.599
So nobody wants that.
00:35:11.760 --> 00:35:16.880
So how do you make sure that that situation that I just described to you doesn't happen?
00:35:17.119 --> 00:35:17.440
Okay.
00:35:17.599 --> 00:35:22.159
Let's talk about why that visual I gave you does happen.
00:35:22.320 --> 00:35:24.480
Because that'll explain how you make sure that it does.
00:35:24.960 --> 00:35:38.159
I can guarantee you, almost guarantee you, all right, that in the contract, again, regardless of the structure and the business model that you put together for that location that I just gave everybody the visual of has nothing in there.
00:35:38.320 --> 00:35:43.360
Um, it might have something in there about uptime, and it might even say that it's guaranteed.
00:35:43.599 --> 00:35:56.000
But I would be willing to bet, okay, having done enough of this, that there is no contractual mechanism to hold anyone responsible for the 99% uptime that they promise to give you.
00:35:56.320 --> 00:35:57.039
That's number one.
00:35:57.199 --> 00:36:03.679
Number two, there is probably nothing in there about who is responsible for the maintenance of that charger.
00:36:03.840 --> 00:36:06.480
Or if it says we will maintain, that's great.
00:36:06.880 --> 00:36:08.320
It's great that you're going to maintain.
00:36:08.480 --> 00:36:11.599
But what happens when it breaks and what when it goes down?
00:36:11.840 --> 00:36:17.920
What's the window within which you uh send out a tech, send out parts, roll a truck?
00:36:18.159 --> 00:36:21.119
Um, what if you do all those things and it still doesn't work?
00:36:21.280 --> 00:36:22.159
Now what happens?
00:36:22.400 --> 00:36:24.159
Well, it depends on the business arrangement.
00:36:24.320 --> 00:36:25.679
Are you as the property owner?
00:36:25.920 --> 00:36:28.960
Are you paying the company to put those charges on your ground?
00:36:29.119 --> 00:36:52.480
Well, if that thing isn't working and it looks that awful, and when people pull into the parking lot of your restaurant and they see what that thing looks like, and there is no incentive on the other end for the person who put it in the ground for you to fix it and make sure it's up and running as quickly as humanly possible so it doesn't ruin your reputation and you have nothing in the contract that makes them do that, that's how you get that.
00:36:52.719 --> 00:36:58.719
So the contract, regardless of how you set it up, is missing all of that stuff.
00:36:58.960 --> 00:37:03.599
It's great to say, yeah, there'll be 99% the uptime and we'll maintain it.
00:37:03.760 --> 00:37:04.559
All right, wonderful.
00:37:04.719 --> 00:37:07.119
And if you don't, how do we fix that?
00:37:07.280 --> 00:37:20.719
Is there, and by the way, if there's a problem, do we have, by the way, either in the contract or as an addendum to the contract, is there a list of like internal phone numbers and people that I can reach out to if I have a problem?
00:37:20.880 --> 00:37:24.719
Because what if I call the uh the 800 number and no one picks up the phone?
00:37:24.960 --> 00:37:26.880
That's a real example, by the way.
00:37:27.199 --> 00:37:28.000
No one picks up.
00:37:28.159 --> 00:37:30.159
Okay, now what happens if nobody picks up?
00:37:30.320 --> 00:37:30.719
I don't know.
00:37:30.880 --> 00:37:33.840
Unless you have something in there that says what happens if you right?
00:37:34.400 --> 00:37:40.000
You have to put things like that into a contract to incentivize the parties to be accountable for that.
00:37:40.079 --> 00:37:44.239
And if your contract is missing all of those things, that is how you get that.
00:37:44.400 --> 00:37:45.920
So, how do you not get that?
00:37:46.079 --> 00:38:01.440
You put stuff in your contract that covers all that stuff so that way when a site goes down and when it's not working, the person who's responsible for making sure it's working has a financial and contractual incentive to fix it as quickly as humanly possible.
00:38:01.679 --> 00:38:04.559
Because if they don't, there will be hell to pay.
00:38:04.719 --> 00:38:10.639
That's that's bit that's the general concept of of how you do that without actually giving anything away.
00:38:10.800 --> 00:38:11.840
That's how you fix that problem.
00:38:12.159 --> 00:38:12.400
Yeah.
00:38:12.480 --> 00:38:16.559
Well, it's uh, you know, you you're sharing a lot of insights here, Jason.
00:38:16.880 --> 00:38:23.119
I'm trying to track through trying to unpack because I mean we we could go a number of different directions based on that.
00:38:23.280 --> 00:38:36.239
And I you know, I know from my limited experiences in the in the in the law firm world, because I've had some um, you know, as a as a as an operational employee and don't see any lawyer jokes because I've heard all of them.
00:38:36.480 --> 00:38:37.199
I know, right?
00:38:37.360 --> 00:38:43.360
What are you seeing so I I just know that there's a lot of boilerplate and a lot of templates.
00:38:43.440 --> 00:38:52.239
And so I'm I was curious about from a contract standardization standpoint, is is that I mean, are you seeing bespoke agreements or is there some standardization?
00:38:52.480 --> 00:39:00.639
What I guess what is a friction point in in contract development whenever you're you're helping kind of lay out the land for folks?
00:39:01.039 --> 00:39:05.360
No, this is this is an excellent question, and I have what I hope will be a very good answer.
00:39:05.920 --> 00:39:15.519
So, okay, in terms of boilerplate and standard contracts, as a lawyer, I get uncomfortable when people use, oh, this is the standard contract.
00:39:15.599 --> 00:39:18.719
That always makes me by the way, every lawyer I know hates that.
00:39:18.880 --> 00:39:20.239
Okay, we all hate it.
00:39:20.559 --> 00:39:35.840
Because a standard contract or a boilerplate contract, you know, without even reading the first letter, okay, is gonna have all sorts of stuff in it that's gonna be awesome for the person giving it to you, but probably not so good for the person on the other side.
00:39:36.000 --> 00:39:38.400
Okay, that's usually the way it works.
00:39:38.559 --> 00:39:42.400
I don't like to do my contracts that way when I'm putting them together.
00:39:42.639 --> 00:39:51.119
My perspective on that is I can and put together a contract for you that will be so perfect and so tight.
00:39:51.280 --> 00:39:56.559
You will love everything about it, but you won't be able to get the person on the other side to sign the thing.
00:39:56.800 --> 00:39:59.039
So you can't put together a contract like that.
00:39:59.280 --> 00:40:09.920
You have to put together a contract that uh balances risk, balances what the client is willing to invest into the project, and frankly, even into their legal fees.
00:40:10.159 --> 00:40:16.400
They have to have a careful understanding of who the people are on the other side to know, like what you need to provide to them.
00:40:16.480 --> 00:40:28.559
And then you put something together that you, as the drafter, on behalf of your client, covers them really well, but at the same time, is also something that the people on the other side can probably deal with.
00:40:28.719 --> 00:40:34.079
And if there's some stuff that they don't like, you have some fallback positions.
00:40:34.239 --> 00:40:38.480
Uh I I'm not a litigator, uh, I'm a transactional guy.
00:40:38.719 --> 00:40:40.719
I like to conduct and do business.
00:40:40.800 --> 00:40:44.639
And I know the people on both sides of the table want to do that.
00:40:44.719 --> 00:40:46.880
And so, like, that's the way that I approach it.
00:40:47.039 --> 00:40:50.400
Let's come back to like to the boilerplate and the standard contracts.
00:40:50.639 --> 00:40:58.159
The people who have the most leverage are the people who can say, here's my contract, basically take it or leave it.
00:40:58.239 --> 00:41:01.679
I may have a few things that I might be willing to negotiate on.
00:41:01.840 --> 00:41:03.119
So let's talk about that.
00:41:03.280 --> 00:41:09.199
That's going under the assumption that you're dealing with someone on the other side that, you know, wants, again, really wants to do business.
00:41:09.360 --> 00:41:10.159
You'll get that.
00:41:10.320 --> 00:41:12.320
Then I can give you the flip side of that.
00:41:12.400 --> 00:41:27.519
The flip side of that is, and I've seen this, and I think every lawyer has seen this, where you get back a contract on the other side that no longer resembles anything that you sent out because there's so much red in it, because the attorney on the other side has decided I'm going to rewrite it so that way it'll be perfect for my client.
00:41:27.760 --> 00:41:29.119
By the way, that doesn't work either.
00:41:29.280 --> 00:41:34.559
So that that, like, I'll hit you over the head with a hammer approach, does not work from either side.
00:41:34.800 --> 00:41:42.079
So the people who have the most leverage in the industry have the ability to give a contract to you and say, this is basically a take it or leave it.
00:41:42.239 --> 00:41:49.440
We'll obviously, you know, change some of the pedigree information, we'll update, you know, some of the specific deal terms to this location.
00:41:49.519 --> 00:41:51.760
But like beyond that, we're probably not going to change much.
00:41:51.920 --> 00:41:58.480
The people that don't have that kind of leverage, and this is not necessarily a good thing or a bad thing, this just is who it's coming from.
00:41:58.639 --> 00:42:03.599
You you obviously have a little bit more room in terms of what you put together.
00:42:03.840 --> 00:42:15.199
When clients are coming to me because they have an idea or they say we have a business model, and here's what we've been doing, and these are what our contracts are that we've been using since day one, and we kind of hobbled it together.
00:42:15.280 --> 00:42:26.960
We pulled a little from here and a little from there, and a little bit from there, and we threw a little into Chat GPT, and you know, we got some pushback on these terms, uh, it's been kind of working, but our business is maturing and expanding and growing.
00:42:27.039 --> 00:42:32.960
And we realize now it's time for us to play with the big boys, and we need to do this better.
00:42:33.119 --> 00:42:34.800
By the way, I get clients like that too.
00:42:34.960 --> 00:42:35.199
Okay.
00:42:35.519 --> 00:42:38.480
And so then I'm now coming as the drafter.
00:42:38.719 --> 00:42:42.239
I'm gonna try and put it together in a way in which it's gonna work.
00:42:42.400 --> 00:42:47.119
You know, I wish I had clients that can dictate and say, this is a take it or leave it.
00:42:47.280 --> 00:42:47.840
I don't.
00:42:48.000 --> 00:42:53.119
I mean, some of them can push more than others, and some of them do have more leverage than you might think.
00:42:53.280 --> 00:42:57.679
And so that that's how that that's how those two sides of the coin work.
00:42:58.079 --> 00:43:06.639
There is absolutely some value in some standardization and value in uh, you know, the the boilerplate language that's coming.
00:43:06.719 --> 00:43:13.920
And if it's done in a way in which it makes sense for both parties, it really can work and it does help.
00:43:14.159 --> 00:43:16.480
But no two deals are exactly the same.
00:43:16.639 --> 00:43:19.519
They're all going to be different for all sorts of reasons.
00:43:19.599 --> 00:43:25.360
I won't bore you because you know it'd just be a very long list of all the things that can be different from deal to deal.
00:43:25.599 --> 00:43:27.840
And so when you have that, you need that.
00:43:28.000 --> 00:43:35.199
So, you know, what I like to see from the other side is some flexibility, saying, Yeah, we're willing to like have a conversation about stuff.
00:43:35.360 --> 00:43:43.920
If there's stuff that the other side won't budge on, it's then my job to go back to my client and say, okay, here's where they're willing to move.
00:43:44.159 --> 00:43:49.119
Here's where they will not, and what the risks are to you if we accept this.
00:43:49.360 --> 00:43:56.719
If I push harder on some of these things, you're probably not going to go anywhere with it because they they have the leverage and they can do this.
00:43:56.880 --> 00:43:58.639
And you now have to decide.
00:43:58.800 --> 00:43:59.760
I'm not deciding for.
00:44:00.239 --> 00:44:00.320
You.
00:44:00.400 --> 00:44:02.800
It's like it's your, you know, it's your business.
00:44:02.960 --> 00:44:04.400
You're so the one spending the money.
00:44:04.480 --> 00:44:06.320
You got to figure out if this makes sense.
00:44:06.480 --> 00:44:09.360
But it's important that you now understand the risks if you're willing to go forward.
00:44:09.440 --> 00:44:10.880
And by the way, I see that happen all the time.
00:44:11.119 --> 00:44:12.480
Client will say, okay, great.
00:44:12.639 --> 00:44:13.119
I get it.
00:44:13.280 --> 00:44:14.159
I understand it.
00:44:14.320 --> 00:44:15.360
I know I can't.
00:44:15.519 --> 00:44:18.719
But there is this one other thing that's kind of really important, like can we see?
00:44:18.880 --> 00:44:20.719
Or these two things, like we try.
00:44:20.880 --> 00:44:27.920
And then again, I I'm coming at this as a uh transactional, we want to do business perspective.
00:44:28.079 --> 00:44:30.400
I appreciate it when I see that on the other side.
00:44:30.559 --> 00:44:34.159
I know the people on the other side of the table from me appreciate that.
00:44:34.320 --> 00:44:35.679
And then you get it done.
00:44:35.920 --> 00:44:38.719
There, there's everybody's gonna have to make some kind of compromise.
00:44:38.880 --> 00:44:47.679
You know, the worst thing to do is to say, you know, meet in, you know, meet in the, you know, meet exactly in the middle, right?
00:44:47.840 --> 00:44:48.719
It doesn't work.
00:44:49.280 --> 00:44:52.079
Okay, unless it's okay for both sides to do that.
00:44:52.239 --> 00:44:58.159
Because if it's not okay for both sides to do that, there's always gonna be one side that's not gonna light the fact that they made that concession.
00:44:58.480 --> 00:45:02.000
So that's that's the way, you know, I think that you really need to look at it.
00:45:02.079 --> 00:45:09.760
So a pro for sure to the standardization and the boilerplate, but at the on the flip side, it can also be it can also be a con.
00:45:09.920 --> 00:45:10.559
Yeah, yeah.
00:45:10.800 --> 00:45:13.440
Well, Jason, this has been uh a good conversation.
00:45:13.519 --> 00:45:15.840
And wow, it's uh it's gone fast.
00:45:16.000 --> 00:45:21.920
I had other things I wanted to talk to you about, but I think uh this is probably a good place to we'll have to do a part two.
00:45:22.239 --> 00:45:28.320
Yeah, we are just you know what, from all this, you'll take some notes of all the part two stuff, and then that's the stuff we'll focus on in part two.
00:45:28.639 --> 00:45:29.360
Yeah, for sure.
00:45:29.679 --> 00:45:30.639
I'd be happy to do that.
00:45:30.960 --> 00:45:34.719
Yeah, there's there's definitely a part two in this conversation, potentially a part three.
00:45:34.800 --> 00:45:41.599
But um I I appreciate you sharing the time that you've shared and and the insights and knowledge that you've shared with with the audience here.
00:45:41.760 --> 00:45:47.119
You know, as as we get ready to to kind of land this plane, how can folks connect with you directly?
00:45:47.360 --> 00:45:48.960
What's the best way to reach out to you?
00:45:49.280 --> 00:45:52.000
How can they connect with you to follow what you're doing in the space?
00:45:52.159 --> 00:45:53.760
Um Yeah, absolutely.
00:45:54.000 --> 00:45:58.480
Okay, so there are a couple of really easy ways in which to do that.
00:45:58.559 --> 00:46:00.079
Uh I'll tell you what they all are.
00:46:00.239 --> 00:46:05.360
I'm I'm pretty active on LinkedIn, so that's always a good way for people to reach out to me.
00:46:05.519 --> 00:46:12.239
I'm a little behind in terms of some of my posts, which, and by the way, that's I have a good reason for that, is because I've been so busy.
00:46:12.320 --> 00:46:16.800
And so I have not had as much time to be putting things out there as as I've done in the past.
00:46:16.880 --> 00:46:19.039
Um so, but I'm on there all the time.
00:46:19.119 --> 00:46:19.920
I check all the time.
00:46:20.000 --> 00:46:22.960
So that's also a really easy way for people to get a hold of me.
00:46:23.119 --> 00:46:27.760
I, you know, by all means, like, you know, put if you don't have those links for me, I'll give them to you.
00:46:28.000 --> 00:46:32.400
But uh, you know, to put in the show notes, so that's that's one easy way for people to get a hold of me.
00:46:32.559 --> 00:46:34.400
Also, my website, people can go there.
00:46:34.480 --> 00:46:40.079
That's another way to get uh, you know, a bit you know, uh more of a picture if you want to, you know, see what's going on there.
00:46:40.159 --> 00:46:44.639
I am actually planning on revamping it at some point, but that's another good way to do that.
00:46:44.800 --> 00:46:52.800
And then of course, uh people can um always email me and my email address, I'll tell you what it is right now for your listeners, but you can put it in the show notes too.
00:46:52.880 --> 00:46:57.280
It's Jason at J R G P L L C.
00:46:57.440 --> 00:47:02.960
So that's Jason R Goldfarb, just my initials, J R G P L L C dot com.
00:47:03.199 --> 00:47:04.559
And they can email me.
00:47:04.639 --> 00:47:07.440
They should reference that they heard this podcast, obviously.
00:47:07.519 --> 00:47:08.400
That would be helpful.
00:47:08.559 --> 00:47:11.360
So at least I have some uh some context.
00:47:11.519 --> 00:47:15.199
And so that that would be a really, you know, another good way for people to get a hold of me.
00:47:15.280 --> 00:47:20.159
So you've got LinkedIn, you've got my website, and just you know, direct, direct.
00:47:20.719 --> 00:47:23.599
Yeah, we'll be sure to include all that in the in the show notes as well.
00:47:23.840 --> 00:47:29.119
Yeah, and by the way, people should come to EV charging conferences and things like that, you know, that you and I have been to.
00:47:29.280 --> 00:47:31.760
But you know, those are also great ways to connect with people.
00:47:31.920 --> 00:47:35.360
The networking that you can do with those places is fabulous.
00:47:35.519 --> 00:47:39.119
And I am planning to go back to EVCS next year.
00:47:39.599 --> 00:47:43.360
That'll be another opportunity for the two of us to see each other again in person, I'm sure.
00:47:43.519 --> 00:47:45.920
But you know, that that would also be a way for people to do that.
00:47:46.000 --> 00:47:50.159
I don't necessarily want people waiting till next year to reach out to me.
00:47:50.239 --> 00:47:55.280
So in the interim, if you want to contact me, LinkedIn, website, or email me.
00:47:55.440 --> 00:47:55.840
Perfect.
00:47:56.000 --> 00:47:58.000
Jason, thanks for coming on Field Frequency.
00:47:58.079 --> 00:47:58.639
It's been a pleasure.
00:47:58.880 --> 00:47:59.679
Absolute pleasure.
00:47:59.840 --> 00:48:00.320
Thank you.
00:48:00.559 --> 00:48:03.840
This episode was produced and edited by the team at Autozi.
00:48:04.079 --> 00:48:09.199
To find out more, visit autosi.co a-ut o z y dot co.
