Contracts Before Kilowatts: Jason Goldfarb on Bankability, Risk, and Hidden Liabilities

What separates a successful EV charging site from an expensive mistake? In Episode 31 of Field Frequency, Jason Goldfarb, founder and principal attorney of the Law Office of Jason R. Goldfarb, joins the show to discuss the legal, contractual, and due diligence considerations that often determine whether charging infrastructure projects thrive or fail. From site selection and operational accountability to risk allocation and long-term business viability, Jason shares lessons learned from decades in telecom and infrastructure that are directly shaping the future of EV charging.

Building EV charging infrastructure isn't just about securing funding and putting chargers in the ground. It's about ensuring the site is viable, maintainable, and positioned for long-term success.

In this episode, Jason Goldfarb shares his unique journey from criminal prosecutor to telecom infrastructure executive and ultimately one of the EV industry's most recognized legal advisors. Drawing parallels between the early days of telecom and today's EV charging market, Jason explains why contracts, due diligence, and operational planning are often overlooked but critical elements of successful deployments.

Jason and Jason Cortez discuss:

• How telecom infrastructure lessons apply directly to EV charging deployments
• Common mistakes made during site selection and charger placement
• Why government incentives should complement, not define, a business model
• The importance of legal due diligence before construction begins
• Contractual risks that can impact future investment, acquisition, and growth opportunities
• How uptime, maintenance responsibilities, and accountability should be structured contractually
• Why EV charging projects require both technical and legal alignment to succeed
• The evolution of the industry from rapid deployment to operational maturity
• What investors look for when evaluating charging network assets
• The role contracts play in protecting both property owners and charging operators

Jason Goldfarb is the founder and principal attorney of the Law Office of Jason R. Goldfarb, PLLC, where he advises companies across the EV charging, telecommunications, energy, mobility, and infrastructure sectors. With a career spanning law, telecommunications, real estate infrastructure, project development, and asset management, Jason brings a unique blend of legal and operational expertise to complex infrastructure projects. He is widely recognized for helping property owners, developers, charging network operators, and clean energy companies navigate contracts, due diligence, site acquisition, deployment, and long-term asset management. A nationally recognized thought leader, speaker, author, and podcast guest, Jason is known throughout the EV industry for his practical approach to risk mitigation, accountability, and creating infrastructure projects built for long-term success. 

Transcript

SPEAKER_00 0:00

Bad contracts don't slow EV projects down. They can kill them entirely. 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. And what he lays out is straightforward. This industry is repeating some of the same mistakes telecom made 20 years ago. 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. If you're deploying, investing, or operating in this space, this isn't just a legal conversation. It's a filter for what actually will hold up. Let's get into it. Jason, so good to have you today.

SPEAKER_01 1:12

Glad to be here.

SPEAKER_00 1:13

Well, I would like to kick off the conversation today. 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. Just share your origin story and the key experiences that led you into practicing law and then ultimately how that intersected with EV infrastructure.

SPEAKER_01 1:33

Yeah. Okay. So I'll tell you. 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. I see that smile on your face, yes, because you've heard this story before. 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. And that's kind of how I got my start. And then from there, I went to work for my dad. He had back what they used to call then a general practice. That didn't really work out so well. Working for family for some people is awesome. For other people, not so awesome. And then we parted ways. 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. And at the time that they started doing this, they were focused primarily on the telecom space. 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. So the companies that are in that business right now, they also do things like invest in billboards and in solar farms. And at some point in time when people were doing wind turbines, they were doing wind turbines. And so I got experience working in that industry. And it gave me an opportunity to uh play lawyer, play translator, because my job there was not necessarily as legal counsel. I functioned as a legal counsel, but that was actually not my title. I was a VP of origination, so I managed the sales team and I translated between sales and the legal team every day. I was kind of like the the the hub and this, you know, in the middle and the spoke around me. Right? 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. They talk in a completely different language. So that was kind of my job. At some point, the economy tanked. And when the economy tanked, like lots of other people, I got laid off. 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. And at T-Mobile and ATT, and you'll see where this is all going. At T-Mobile and ATT, I also did not function officially as an attorney. I was responsible for managing their wireless real estate assets. So all of their cell sites, I managed um all of New York City, all of northern New Jersey. So I had thousands and thousands of wireless assets that I was responsible for managing. I also have then moved on to doing project management at some point, of doing cell tower build-outs. And back in the day, we were doing 4G and LTE. 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. So I did all of that. From there, I ended up back at another infrastructure investment company. So I had more than one go at it. And from there, worked my way into private practice. Again, the economy tanked again a couple of years ago. All right, you notice the trend here. I got laid off again, and then I decided that I was going back into practicing law. I went out on my own. I went to work for a larger firm for a little while. And I started to see a lot of things happening, and this is where we get into the world of EVs. 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. 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. 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. 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. 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. Oh, this is really cool. I get a free cell phone, and they'll they'll give me a free amount of minutes or whatever it is. But you know, they may have also completely disregarded the the terminology around restoration. What actually happens when they remove the tower? Who's responsible for restoring the property? Property owner wasn't thinking, oh, that's not going to ever be a problem, but I got a free cell phone. So so stuff like that was happening. 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? 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. Or how about this one that I saw not too long ago? Somebody put a bollard in front of the sliding cabinet door. Okay, so you can't possibly open up, you're laughing, but you can't open up the cabinet door to service the charger. So stuff like this was happening all over the place. 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. 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. 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. 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? No, definitely not. 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. So we're getting a little bit ahead of ourselves, but that was the kind of stuff that I saw. And it made me realize that there was really an opportunity for somebody like me to get in on this. And nobody else was doing this. And I figured, you know what? 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. It was all applicable to this stuff. 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. You have to pay attention to what's in your contract. It's not enough to just put a charger down. It's not always gonna be if you build it, they will come. Because if you didn't do your due diligence, they aren't coming. And then that creates all sorts of other problems. So that's that's really how I got started in this and how I got involved in this industry. 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? It was me. Everybody said, Oh, the attorney, the attorney. So uh, you know, I'm really happy about that. 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. Frequently, I am the only attorney in the room. Um, I've been to a lot of these conferences. 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. But for a solo like me, it it works out pretty nicely uh because there's thank God there is enough work. So that's how I evolved from a criminal prosecutor all the way to um you know infrastructure, EV focused attorney. I mean, I do other stuff. I still do telecom and and and outdoor advertising and and solar and you know all the other things that come with it. But that's how that's how I made my way and became known in the in the EV industry as that person.

SPEAKER_00 11:04

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. 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. And so there's and and of course that's been oft repeated. 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. Within our space, of course, there's been multiple power cycles, it would seem like, you know, constant resets within our space. 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. You know, it's like two steps forward and three steps backwards. 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. Where what are two examples of those biggest disconnects that you see from your perspective?

SPEAKER_01 12:41

Yeah, so you're you're 100% right in that the way that the industry started out, it was absolutely a land grab. And there was an incentive. I mentioned before about incentivizing accountability. There was an incentive, and we should talk about the 10,000 pound elephant in the room. The the incentive was all the money being handed out. 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. So there was for sure a massive disconnect. On the other hand, there were some people that started out and did this right. The people who did it right, you didn't really hear much about them because there was nothing exciting to necessarily talk about, right? 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. So there was definitely a disconnect. That's that has definitely changed. 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. And that tells me that two things. One, the industry is is definitely maturing. Two, everything that I've been doing has finally started to have an impact because people are starting to pay attention to this stuff. 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. You have to think about this entire process like a business. And so I'll give you another example of where the industry is involved. With with the previous administration, there was a lot of money being given out to develop sites. The current administration stopped that. Now, for people who base their entire business model on the money coming in from the government, that's not a business model. It doesn't matter what administration is in place, it doesn't matter who your politicians are, frankly, it's irrelevant. 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. So it's great that you have the extra money and it's great that you have some extra fluff built in. 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. If you can't make money from this without that money, this is likely not to be a long-term viable business. You're definitely taking a risk. You can tell I'm a little risk averse. 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. 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. 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. But the moment that that goes away, so that's not gonna work so well as a business. 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. That's that's another that's another industry thing where you go. 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. 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. Let's use that. Okay, they're the best. I I've said this publicly, and they are. They are just the best at this. We don't have to go into that. There are whole other podcasts on that topic, but they really are. And you can't beat them. 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. 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. So it's it's the same, it's the same general concept. 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. You you have to match up the type of EV charging equipment that you are putting into your actual use case. And I see these mistakes all the time. 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. The reality is that most places can't sustain level three charging for a variety of reasons. You don't have sufficient power, you're probably not going to get the funding. Even if you do, not every car that's out there right now can take advantage of it. 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. 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. So I don't mean to to like pick on level threes at all. What are the people who do them? They make perfect sense in lots of places. 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. And by the way, I have not even mentioned anything about the rest of your legal due diligence or your contracts. I've touched on none of that. 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. Like there's a lot of stuff. I could give you the example with a level two location, but it's the same basic stuff. So many things have to come together in order for one of these projects to make sense. And that is the other disconnect I still see all the time, where people say, I have this great idea. They don't understand how much is actually involved in order to make make a go of it.

SPEAKER_00 19:52

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. Yeah, yeah. 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.

SPEAKER_01 20:22

And by the way, how did their sites work out? Let's not even talk about that, okay? And how many billions of dollars did they spend, okay, to build out sites, okay, because of their settlement with the government over Dieselgate. Where are all their sites now? If they're viable, if any are viable, they've probably been bought for pennies on the dollar by somebody else. I mean, that's that's where that goes. And and so that by the way, that's a perfect example. There's money you have to build, they did it. Did they do any of the other stuff that they needed to do in order to make sure? I think frankly, if they did, they would probably have a charging network that would rival Tesla's. And they don't. So we know what happened.

SPEAKER_00 21:03

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. And I'm not talking about one or two sites. Uh, you know, I know more more than one operator that would get they're a great example. 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. 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. If it's a nice to have and a supplement, perfect. 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. Than signal. But you know, to the comments around deploying versus operating and funding for deployment, not funding for operation. 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. 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. That's not even in the contract aspect of it. 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. But where are the where are the common friction points that need to be considered? 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?

SPEAKER_01 22:54

Yeah, 100%. 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. So let's let's go under the assumption that somebody got all of that stuff right. Okay. But now let's take it a step further, and I see this happen all the time too. 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. Let's just assume that. But here's here's the thing that that I see that happens all the time. People seem to have no problem spending money and time and brain power on the project itself. 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. 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. Okay. 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. Like, what do I need this kind of stuff for? But like, you know, I just need a little something, you know, just to make sure like I'm covered kind of thing. Those aren't good clients for me. I can tell you that right off the bat. Because they're they're they're missing the forest for the trees. That that piece of it is just right, I see that smile. That piece of it is so important. Okay, so I'll give you two examples contractually. Number one, let's talk about like a let's talk about basic legal due diligence that you would want to do. And we talked about, and I gave the example before, of uh cell phone towers being put in the wrong place. It costs money to do a survey, costs money to run a title search. That costs money. But what you get out of that is you get absolute clarity over where you are placing your equipment. You get absolute clarity over who the parties are that you've entered into an agreement with. You know who the entity is that you're supposed to be having a contract with. 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. 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. What do you think happens when they have to become responsible for there's you can't there's nobody to make responsible? So, like that that's a major problem, and it happens. You'd be surprised at how often, but it does happen. 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. 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. 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. 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? And I'm just giving you just those examples. We haven't even touched on the terminology in some of the some of the contract terms. 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. Let's just say that that's the number you came up with. 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. And they start asking, well, did you get proof of this? Did you make sure that the person who signed had authority to do this? Did you ask to look at their organizational documents? Did you ask your title company to look at their organizational documents? How do you know that you had the right to put your charger down in that place? Are you sure it's in the right spot? And if you haven't done any of those things, what do you think happens to your $100 million business? Who's buying it from you? I know I wouldn't buy that business. I know Jason Cortez wouldn't buy that business because we're a lot smarter than that. We wouldn't do that. 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. 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? We'll give you $100,000. Because, like, you know, that's I mean, I'm making the numbers. But because there's just too much risk here. Like, you have crap. I don't even know what you have. I have nothing. Now, contrast that with the business that did all that. What do you think happens to the value of that business? How do they make their exit? How do they sell? Not even sell. How do you bring in more investors to your fabulous hundred million dollar business? That's how you get them. 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. No, they're not. They're not doing it based on that. They want to see, they want to know. 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. And why? And why did that happen? Because you didn't want to spend a couple of bucks um on doing legal and contractual due diligence. 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. I got news for you. If that's all you're willing to spend, you're gonna get what you pay for, if at all. Or they'll say, Oh, I'll just go on, you know, I'll go online. Let's, you know, again, the other 10,000 uh pound elephant in the room. I'll throw it into Chat GPT or into Claude and then I'll have a draft of contract. Good luck with that. Okay? 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. So I think that those would be two two uh you know, two examples. 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.

SPEAKER_00 29:53

Yeah, no, we we we gotta keep that behind the gate because we want your phone to ring. Don't give away too much knowledge.

SPEAKER_01 29:59

Hey, listen, I I know what I can I I know what I can give you.

SPEAKER_00 30:04

Yeah, yeah.

SPEAKER_01 30:05

That's okay, whatever. We can move on to the next thing. That's totally cool.

SPEAKER_00 30:09

Yeah, no, we don't want to give away too much. But I hope that helps. I mean, I hope that's a good idea.

SPEAKER_01 30:12

No, it does answer your question.

SPEAKER_00 30:14

It does.

SPEAKER_01 30:14

I see that all the time. It drives me crazy.

SPEAKER_00 30:17

Yeah, no, and rightly so, and the passion is coming through. I hear it, and and it's just because you've seen uh you've seen uh the opposite.

SPEAKER_01 30:27

I've I've I've built it, bought it, sold it, managed it, and invested in it. I know it. Yeah, I see it from every side, literally.

SPEAKER_00 30:36

Yeah. 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. I mean, obviously the everyone's focused on that 98%, 97%, 99% uptime and and and um you know the reliability behind the site. How are contracts or are they even I would say how are they, but that assumes that they are. So let's just say how are contracts needing to evolve or evolving to allocate performance risk? And by that I mean where, you know, what's protecting the site?

SPEAKER_01 31:12

You know, excellent, excellent question. Okay. So if you're dealing with before I answer that question, okay, I'm gonna give you a caveat. Caveat is, and I haven't used this term yet, but as a lawyer, it it's inevitable. It depends. It depends. It depends a little bit on it depends a little bit on what your business and contractual structure looks like. Okay and and who the person is that is providing or agreeing to the uptime. 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. 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. If you are, and by the way, that also assumes they're coming to you. 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. Okay, that's basically also the way it works in the telecom industry. And that's also, by the way, how Tesla and Iona are so successful at this. But let's say you have a location, you've decided that I got the best spot. This is gonna be perfect for EV charging, okay? 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. You get the idea. There's there's there's just a lot of different flavors of how you put something like this together. 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. Like they all have to work a little bit differently depending upon the specific circumstances of where you are. Now, having said that, let's get back to the question of reliability and uptime. 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. Period, the end. Okay, because they want it. Talk about incentivizing accountability. You can bet that the person providing it to you wants it, especially if their name is on it. It's a little bit different if you're white labeling, okay? But especially if their name is on it, right? That reputation is super important to them because it's their name. 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? I think it would be really cool if I put my own label on my own chargers. Okay. Is that uptime going to be important to you as the owner of the restaurant? You're damn right it is. Okay. So uptime is going to be important to everybody. 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. 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. Okay. 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. How does that look? How does that look for the fast food chain? How does that look for the company whose name appears on the charger? And by the way, consumers are pretty savvy. 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. How does that look for all of those people in the chain? Really bad. So nobody wants that. So how do you make sure that that situation that I just described to you doesn't happen? Okay. Let's talk about why that visual I gave you does happen. Because that'll explain how you make sure that it does. 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. Um, it might have something in there about uptime, and it might even say that it's guaranteed. 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. That's number one. Number two, there is probably nothing in there about who is responsible for the maintenance of that charger. Or if it says we will maintain, that's great. It's great that you're going to maintain. But what happens when it breaks and what when it goes down? What's the window within which you uh send out a tech, send out parts, roll a truck? Um, what if you do all those things and it still doesn't work? Now what happens? Well, it depends on the business arrangement. Are you as the property owner? Are you paying the company to put those charges on your ground? 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. So the contract, regardless of how you set it up, is missing all of that stuff. It's great to say, yeah, there'll be 99% the uptime and we'll maintain it. All right, wonderful. And if you don't, how do we fix that? 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? Because what if I call the uh the 800 number and no one picks up the phone? That's a real example, by the way. No one picks up. Okay, now what happens if nobody picks up?

unknown 37:30

I don't know.

SPEAKER_01 37:30

Unless you have something in there that says what happens if you right? You have to put things like that into a contract to incentivize the parties to be accountable for that. And if your contract is missing all of those things, that is how you get that. So, how do you not get that? 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. Because if they don't, there will be hell to pay. That's that's bit that's the general concept of of how you do that without actually giving anything away. That's how you fix that problem.

SPEAKER_00 38:12

Yeah. Well, it's uh, you know, you you're sharing a lot of insights here, Jason. I'm trying to track through trying to unpack because I mean we we could go a number of different directions based on that. 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. I know, right? What are you seeing so I I just know that there's a lot of boilerplate and a lot of templates. 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? 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?

SPEAKER_01 39:01

No, this is this is an excellent question, and I have what I hope will be a very good answer. So, okay, in terms of boilerplate and standard contracts, as a lawyer, I get uncomfortable when people use, oh, this is the standard contract. That always makes me by the way, every lawyer I know hates that. Okay, we all hate it. 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. Okay, that's usually the way it works. I don't like to do my contracts that way when I'm putting them together. My perspective on that is I can and put together a contract for you that will be so perfect and so tight. You will love everything about it, but you won't be able to get the person on the other side to sign the thing. So you can't put together a contract like that. 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. 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. 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. And if there's some stuff that they don't like, you have some fallback positions. Uh I I'm not a litigator, uh, I'm a transactional guy. I like to conduct and do business. And I know the people on both sides of the table want to do that. And so, like, that's the way that I approach it. Let's come back to like to the boilerplate and the standard contracts. The people who have the most leverage are the people who can say, here's my contract, basically take it or leave it. I may have a few things that I might be willing to negotiate on. So let's talk about that. 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. You'll get that. Then I can give you the flip side of that. 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. By the way, that doesn't work either. So that that, like, I'll hit you over the head with a hammer approach, does not work from either side. 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. 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. But like beyond that, we're probably not going to change much. 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. You you obviously have a little bit more room in terms of what you put together. 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. 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. And we realize now it's time for us to play with the big boys, and we need to do this better. By the way, I get clients like that too. Okay. And so then I'm now coming as the drafter. I'm gonna try and put it together in a way in which it's gonna work. You know, I wish I had clients that can dictate and say, this is a take it or leave it. I don't. I mean, some of them can push more than others, and some of them do have more leverage than you might think. And so that that's how that that's how those two sides of the coin work. There is absolutely some value in some standardization and value in uh, you know, the the boilerplate language that's coming. And if it's done in a way in which it makes sense for both parties, it really can work and it does help. But no two deals are exactly the same. They're all going to be different for all sorts of reasons. 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. And so when you have that, you need that. 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. 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. Here's where they will not, and what the risks are to you if we accept this. 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. And you now have to decide. I'm not deciding for. You. It's like it's your, you know, it's your business. You're so the one spending the money. You got to figure out if this makes sense. But it's important that you now understand the risks if you're willing to go forward. And by the way, I see that happen all the time. Client will say, okay, great. I get it. I understand it. I know I can't. But there is this one other thing that's kind of really important, like can we see? Or these two things, like we try. And then again, I I'm coming at this as a uh transactional, we want to do business perspective. I appreciate it when I see that on the other side. I know the people on the other side of the table from me appreciate that. And then you get it done. There, there's everybody's gonna have to make some kind of compromise. 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? It doesn't work. Okay, unless it's okay for both sides to do that. 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. So that's that's the way, you know, I think that you really need to look at it. 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. Yeah, yeah.

SPEAKER_00 45:10

Well, Jason, this has been uh a good conversation. And wow, it's uh it's gone fast. 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.

SPEAKER_01 45:22

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.

SPEAKER_00 45:28

Yeah, for sure.

SPEAKER_01 45:29

I'd be happy to do that.

SPEAKER_00 45:30

Yeah, there's there's definitely a part two in this conversation, potentially a part three. 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. You know, as as we get ready to to kind of land this plane, how can folks connect with you directly? What's the best way to reach out to you? How can they connect with you to follow what you're doing in the space?

SPEAKER_01 45:52

Um Yeah, absolutely. Okay, so there are a couple of really easy ways in which to do that. Uh I'll tell you what they all are. I'm I'm pretty active on LinkedIn, so that's always a good way for people to reach out to me. 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. And so I have not had as much time to be putting things out there as as I've done in the past. Um so, but I'm on there all the time. I check all the time. So that's also a really easy way for people to get a hold of me. 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. 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. Also, my website, people can go there. 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. I am actually planning on revamping it at some point, but that's another good way to do that. 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. It's Jason at J R G P L L C. So that's Jason R Goldfarb, just my initials, J R G P L L C dot com. And they can email me. They should reference that they heard this podcast, obviously. That would be helpful. So at least I have some uh some context. And so that that would be a really, you know, another good way for people to get a hold of me. So you've got LinkedIn, you've got my website, and just you know, direct, direct.

SPEAKER_00 47:20

Yeah, we'll be sure to include all that in the in the show notes as well.

SPEAKER_01 47:23

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. But you know, those are also great ways to connect with people. The networking that you can do with those places is fabulous. And I am planning to go back to EVCS next year. That'll be another opportunity for the two of us to see each other again in person, I'm sure. But you know, that that would also be a way for people to do that. I don't necessarily want people waiting till next year to reach out to me. So in the interim, if you want to contact me, LinkedIn, website, or email me.

SPEAKER_00 47:55

Perfect. Jason, thanks for coming on Field Frequency. It's been a pleasure.

SPEAKER_01 47:58

Absolute pleasure. Thank you.

SPEAKER_00 48:00

This episode was produced and edited by the team at Autozi. To find out more, visit autosi.co a-ut o z y dot co.