East Bay Community Energy Authority Master Site License Agreement 20230606

Home

EXECUTION VERSION Page 1 CHARGING STATION MASTER SITE LICENSE AGREEMENT This Charging Station Master Site License Agreement (“Agreement”) is entered into as of the [___] day of [_______], 2023 (“Effective Date”) by and between the City of San Leandro, a California municipal corporation (“City”), and the East Bay Community Energy Authority, a Joint Powers 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(ies) identified in Exhibit A (each a “Property” and collectively “Properties”). City grants to EBCE and its contractors and vendors for the Term of this Agreement: (i) a non-exclusive, irrevocable and non-transferable, except as specifically set forth herein, license to use and occupy a designated portion of each Property (each such portion of a Property shall be referred to herein as a “Site”), including the designated parking spaces for charging electric vehicles (“Charging Stalls”), as such Site and Charging Stalls shall be more particularly described for each Property in a Notice to Proceed as provided in Section 3, below, issued pursuant to this Agreement; (ii) any necessary easements or rights for installation, maintenance, operation, access and utilities, as described herein, for the Purpose (including, but not limited to, any rights necessary for PG&E to interconnect the Charging Stalls); and (iii) the right for EBCE to issue a sublicense to its contractors and vendors that is up to, but no more than, coextensive with the license that City grants to EBCE herein. City shall not allow installation or use of direct current fast charging stations other than those of EBCE on any Property included in Exhibit A during the Term of this Agreement; provided nothing herein shall preclude the City from installing electrical vehicle charging stations that are not direct current fast charging stations. If, during the Term, City desires to install additional direct current fast Charging Stations at a particular Property, then City grants to EBCE a right of first refusal to design, develop, construct, install, operate and maintain such additional direct current fast Charging Stations. Upon notice by City to EBCE, EBCE will have up to six (6) months to determine if it will develop additional direct current fast Charging Stations at the Property. Should EBCE opt not to, or fail to respond to the City’s notice within six (6) months, the City may pursue development of the additional direct current fast Charging Stations with another third-party provider. City agrees that, although the license granted pursuant to this Section 1 is non-exclusive, to the extent the use of the Site is within the City’s control, the City will not allow uses of any Site during an applicable Operating Term which are non-compatible with the intent of this Agreement. 2. Purpose. City agrees that each Site 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, a “Charging Station”), together with any other uses permitted herein (“Purpose”), on the terms and conditions set forth in this Agreement. 3. Notice to Proceed. City and EBCE shall reasonably cooperate on the development of a preliminary project design for each Property included in Exhibit A. The preliminary project design shall include the Site and number and location of Charging Stalls and a single line diagram approved by PG&E. Once the preliminary project design is agreed upon by City and EBCE, EBCE shall be responsible for submitting the design to the distribution utility service supplier (presently PG&E) for review. To the extent the distribution utility service supplier provides revisions to the preliminary project design, EBCE shall make such revisions and submit the revisions to City for approval, not to be unreasonably withheld. EBCE shall be responsible for submitting any further revised project design(s) to the distribution utility service supplier for approval. The City shall not be liable for any delays caused by EBCE or PG&E and any such delays by PG&E shall not affect the Term of the Agreement, unless specified otherwise herein, or the rights and responsibilities of the Parties under this Agreement. Upon agreement of a final project design by the Parties, approved by PG&E, City and EBCE shall execute a Notice to Proceed for the respective Property in the form of Attachment 1 (each a “Notice to Proceed”). The Notice to Proceed shall identify the Site, the number and location of Charging Stalls, and Site Access Hours for such Property. The Construction Coordination Schedule shall be added as an amendment to the Notice to Proceed for such Property. Upon execution, each Notice to Proceed shall be incorporated herein by this reference. City’s City Manager, or City’s designee, and EBCE’s Jessie Denver (Director), or other duly authorized designee of EBCE, are delegated authority to execute Notices to Proceed, as well as any amendments to such Notices to Proceed, for each Property. The Parties intend for such Notices to Proceed to be administerial and to not require City budget appropriation; therefore, without waiving City Council approval where necessary, the Parties intend for such Notices to Proceed to be issued or amended without 6 June DocuSign Envelope ID: D2372BE9-D7E3-4E76-9BFF-E8B3CA2B606C