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ATTACHMENT 2
<br /> 2022.10.13
<br /> CHARGING STATION MASTER SITE LICENSE AGREEMENT
<br /> This Charging Station Master Site License Agreement("Agreement")is entered into as of the[ ] day
<br /> of[` '°],2022("Effective Date")by and between the[ ],a municipal corporation("Host")and the East
<br /> Bay Community Energy Authority, a California Joint Power Authority ("EBCE"). Host and EBCE are
<br /> individually referred to as "Party"and collectively as"Parties".
<br /> 1. Grant of License. Host is the fee simple owner of certain real property(ies) identified in Exhibit A (each a
<br /> "Property"). Upon issuance of a Notice to Proceed as provided in Section 3,below, Host grants to EBCE and its
<br /> contractors and vendors for the Term of this Agreement:(i)an exclusive and irrevocable, except as specifically
<br /> set forth herein, license to use and occupy a portion of each Property(each such portion of a Property shall be
<br /> referred to herein as a"Site"), including the designated parking spaces for charging electric vehicles ("Charging
<br /> Stalls"), as such Site and Charging Stalls shall be more particularly described for each Property in a Notice to
<br /> Proceed issued pursuant to this Agreement; (ii) any necessary rights for installation, maintenance, operation,
<br /> access and utilities,as described herein,for the Purpose (including,but not limited to, any rights necessary for
<br /> PG&E to interconnect the Charging Stalls); and(iii)the right for EBCE to issue a sublicense to its contractors
<br /> and vendors that is up to,but no more than, coextensive with the license that Host grants to EBCE herein. If,
<br /> during the Term,Host desires to install additional Charging Stalls at a particular Site,then Host grants to EBCE
<br /> a right of first refusal to design,develop,construct, install,operate and maintain such additional Charging Stalls.
<br /> Upon notice by Host to EBCE,EBCE will have up to six (6) months to determine if it will develop additional
<br /> Charging Stalls at the Site. Should EBCE'opt not to,Host may pursue development of the additional Charging
<br /> Stalls with another third-party provider.
<br /> 2. Purpose. Each Site may be used by EBCE and its contractors and vendors for any lawful activity in connection
<br /> with the design, development, construction, installation, maintenance, repair, replacement, removal, security,
<br /> and operation of direct current fast chargers and ancillary items to fuel electric vehicles,,including, without
<br /> limitation,electrical equipment,hardware,software, signage and all supporting equipment and structures(which
<br /> may include concrete pads and protective bollards)(collectively,a"Charging Station"),together with any other
<br /> uses permitted herein("Purpose"),on the terms and conditions set forth in this Agreement.
<br /> 3. Notice to Proceed. Host and EBCE shall reasonably cooperate on the development of a preliminary project
<br /> design for each Property included in Exhibit A. The preliminary project design shall include the Site and number
<br /> and location of Charging Stalls. Once the preliminary project design is agreed upon by Host and EBCE,EBCE
<br /> shall submit the design to the distribution utility service supplier for review. To the extent the distribution utility
<br /> service supplier provides revisions to the preliminary project design, EBCE shall make such revisions to the
<br /> reasonable requirements of Host. EBCE shall submit the revised project design to the distribution utility service
<br /> supplier for approval. Upon approval, Host and EBCE shall execute a notice to proceed for the respective
<br /> Property in the form of Attachment 1 (each a "Notice to Proceed"), which Notice to Proceed shall identify the
<br /> Site and the number and location of Charging Stalls. Upon execution, each Notice to Proceed shall be
<br /> incorporated herein by this reference. Host [Gerry Beaudin, City Manager], or Host's designee, and EBCE
<br /> [Jessie Denver, Director] are delegated authority to execute a Notice to Proceed for each Property without
<br /> requiring approval from Host's Council or EBCE's Board. The Notice to Proceed shall enable EBCE to advance
<br /> project development which includes: (i)detailed project design, (ii)development of a permitting package to be
<br /> submitted to the Host for review, and (iii) approval through City permitting processes. Host maintains its
<br /> discretion to not issue a Notice to Proceed.
<br /> 4. Term. The term of this Agreement shall commence on the Effective Date and shall terminate fifteen(15)
<br /> years from the final Commercial Operation Date at any Property subject to this Agreement (as extended or
<br /> renewed from time to time,the "Term"). The "Commercial Operation Date" for each Property shall mean the
<br /> date on which all Charging Stations that are to be installed at such Property pursuant to an executed Notice to
<br /> Proceed are first operational. Following the expiration of the initial Term, the Parties may mutually agree in
<br /> writing to extend the Term of the Agreement.
<br /> 5. Removal of Properties. A Property identified in Exhibit A, and any Notice to Proceed executed for such
<br /> Property,may be removed from this Agreement:
<br /> Senxule C REVISED 0IIi17.OE(
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