EBCE-San_Leandro_EV_Charger_Site_License_Agreement_Final.pdf

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Page 1 Execution Version CHARGING STATION LICENSE AGREEMENT This Charging Station License Agreement (“Agreement”) is entered into as of the __7th___ day of __Nov_____, 2022 (“Effective Date”) by and between the City of San Leandro, a municipal corporation (the "City") and the East Bay Community Energy Authority, a Joint Power Authority ("EBCE"). City and EBCE are individually referred to as “Party” and collectively as “Parties”. 1. Grant of License. City is the fee simple owner of certain real property located at the San Leandro Main Library parking lot - 300 Estudillo Avenue, San Leandro (APN 077-0551-001-00) (the “Property”). City grants to EBCE and its contractors and vendors for the Term of this Agreement: (i) an exclusive and irrevocable, except as specifically set forth herein, license to use and occupy a portion of the Property, including twenty-four (24) designated parking spaces for charging electric vehicles (“Charging Stalls”), as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the “Premises”) for the Purpose, as defined in Section 2 below; and (ii) any necessary easements or rights for installation, maintenance, operation, access and utilities for the Purpose, as designated in Exhibit A. City shall not allow installation or use of charging stations other than those of EBCE on the Property. 2. Purpose. The Premises may be used by EBCE and its contractors and vendors for any lawful activity in connection with the design, development, construction, installation, maintenance, repair, replacement, removal, security, and operation of direct current fast chargers and ancillary items to fuel electric vehicles, including, without limitation, electrical equipment, hardware, software, signage and all supporting equipment and structures (which may include concrete pads and protective bollards) (collectively, the “Charging Station”), together with any other uses permitted herein (“Purpose”), on the terms and conditions set forth in this Agreement. 3. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and terminate fifteen (15) years from the date that the Charging Station is first available to begin charging vehicles (“Commencement Date”). EBCE shall provide notice to City of the Commencement Date. Following the expiration of the initial Term, the Parties may mutually agree in writing to renew or extend the Term of the Agreement, or absent such agreement, EBCE shall remove the Charging Stations in accordance with Section 12 hereof. 4. Termination. This Agreement may be terminated: a.by EBCE, upon thirty (30) days’ written notice to City, at any time prior to the submission of the permit application for construction of the Charging Station at the Property or in the event that EBCE determines that the construction or continued operation of the Charging Station is impracticable or uneconomical; or b.by EBCE, if any portion of the Property is condemned or taken in any manner for a public or quasi-public use that could adversely affect EBCE's use of the Premises, as of the date title to the condemned portion of the Property is transferred to the condemning authority. c.by City, upon thirty (30) days’ written notice to EBCE, in the event the Commencement Date has not occurred within fifteen (15) months following the Effective Date; provided that the foregoing right shall terminate upon the Commencement Date; or d by either Party if the other Party breaches or fails to perform any of its obligations under this Agreement in any material respect, and such breach or failure continues uncured for ten (10) business days after receipt of written notice; provided that if such breach or failure reasonably requires more than ten (10) business days to cure, this provision shall not be triggered if such breaching Party commences to cure within such period and diligently proceeds to complete such cure; or e.by either Party, if the other Party becomes insolvent or proceedings are instituted by or against it under any provision of any federal or state bankruptcy or insolvency laws. DocuSign Envelope ID: 9A9D2499-76B9-48B0-8ECE-EF852438F252DocuSign Envelope ID: EC3D6FF2-1EAC-45AF-8666-F6EEFB410D6F