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Exhibit A
<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 -'l,2022("Effective Date")by and between the[E ],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".
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<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 grants4o 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 terns 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 /> ScheduleV REVISEDol 1317 OKG
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