HomeMy WebLinkAbout2011-321 License Agrmt - ECOtality LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "Agreement") is made effective as of January 1. 2012, between City
of Ashland a Jackson County. Oregon municipal corporation (the "Licensor"), and Electric Transportation
Engineering Corporation, dba ECOtality North America, an Arizona corporation, and its successors and assigns
("Licensee )(collectively the"Parties").
RECITALS:
A. The Licensor is the fee owner of certain real properties more particularly described on the
attached Exhibit A (collectively"Licenser's Properties"), specific portions of which will be licensed
to Licensee pursuant to this Agreement which licensed portions are described and depicted on
the attached Exhibit B (collectively the"Licensed Premises").
B. Licensee is the owner of the EVSE and Software(collectively the"EVSE").
C. The United States Department of Energy ("DOE") has provided funding through the American
Recovery and Reinvestment Act ("ARRA") to accelerate the development and production of
electric vehicles ("EVs") in order to reduce petroleum consumption in the United States.
D. For the use of EVs to expand drivers of EVs will require access to sufficient publicly available
Electric Vehicle Supply Equipment ("EVSE") stations exist to provide for convenient re-charging
of EVs in locations remote from the drivers' homes.
E. To encourage the development and use of EVs the DOE is supporting the development of a
large publicly available EV charging infrastructure in several cities in the United States, through a
program known as the"EV Project,"which will provide EVSE units at publicly available locations
in the United States.
F. Pursuant to the EV Project Licensee has received a grant from DOE (the"DOE Grant")to install
EVSEs and to collect data relating to public use of the EVSEs. The data collected from publicly
available EVSE and EV Project participants will be analyzed to determine vehicle use and
charging patterns in a variety of topographies and climate conditions, to evaluate the
effectiveness of the charge infrastructure deployed under the EV Project, and to support the
future deployment of EV infrastructure in other regions.
G. Licensor has a long-standing commitment to resource conservation and has been an active
participant in energy conservation, energy efficiency and environmental preservation and is
committed to protecting the environment and providing a sustainable future for its residents.
H. Licensor is interested in the outcome of the studies and other efforts being undertaken by
Licensee as part of the DOE Grant, including the extent to which EVSEs on the Licensed
Premises would affect energy use by Licensor and the use of EVs by members of the public.
I. Licensee desires to obtain from Licensor certain rights over, under and across Licensor's
Property for the purpose of installing, maintaining, operating and removing the EVSE to facilitate
Licensee's implementation of the DOE Grant.
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Revd Date:12.13.11
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
1. The License. Licensor hereby grants to Licensee a revocable license to use and occupy the
Licensed Premises (the "License"), on the terms and conditions stated in this Agreement, to
install, maintain, and operate the EVSE for the purpose of implementing the DOE Grant.
1.1. Limited, Nonexclusive Rights. This License is a revocable, nonexclusive, and non-
possessory authorization for Licensee to enter upon and use the Licensed Premises
solely for the purposes described in § 1.3 on the terms and conditions stated herein.
Licensee may not use the Licensed Premises for any other purpose or in any other
manner without Licensor's prior written consent. This License in no way restricts
Licensor's use or conveyance of the Licensed Premises, any interest therein, or any
improvements thereon, or Licensor's use of the Licensed Premises in any manner not
inconsistent with the License. This License is not intended to create or convey to
Licensee an interest in real property, and may not be recorded without Licensor's prior
written permission.
1.2. Rights of Others. Nothing in this License may be construed as Licensor's
representation, warranty, approval, or consent regarding rights in the Licensed
Premises held by other.parties, and Licensee is responsible for ascertaining the rights
of all third parties in the Licensed Premises and obtaining their consent to the activities
described in this License as necessary or appropriate. Licensee agrees to obtain, at its
sole expense, such other licenses, permits, consents and agreements as may be
required to address the rights of others by other appropriate agreements, easements,
privileges or other rights, whether recorded or unrecorded, and shall make its own
arrangements with holders of such prior rights.
1.3. Scope of License; Permitted Uses. During the term of this Agreement Licensee shall
have reasonable access to the Licensed Premises for the limited purpose of installing,
maintaining, using, operating, repairing, and removing the EVSE. Licensee may not
use the EVSE located on the Licensed Premises for any purpose other than to provide
for EV charging and to collect data relating to the use of the EVSE.
1.4. Condition of Premises. Licensee agrees to accept the Licensed Premises "As Is,"
without warranty of any kind, express or implied. Licensee acknowledges that Licensor
is not obligated to construct or install any improvements or facilities of any kind on the
Licensed Premises. Licensee must use commercially reasonable efforts to maintain the
Licensed Premises and any EVSE installed on the Licensed Premises in a condition
satisfactory to the Licensor, including the removal from the EVSE and from any areas
that are inaccessible to Licensor of graffiti and other unsightly, dangerous or offensive
conditions and must not cause or permit any generation of hazardous waste. During
the term of this Agreement Licensor will cooperate with Licensee to implement
appropriate, mutually agreed upon procedures to assure that the Licensed Premises
are maintained in a condition that is satisfactory to both Licensor and Licensee.
1.5. Condition of Licensee's EVSE. During the term of this Agreement Licensee must
maintain the EVSE in a reasonable, safe and operable condition at all times when the
EVSE is installed on Licensor's Property. Licensor will have no right or responsibility to
repair, maintain, or operate the EVSE. Licensor will cooperate with Licensee to
implement appropriate, mutually agreed upon measures to assure that the EVSE is
maintained in operable condition and that if the EVSE is damaged or becomes
inoperable that Licensee is promptly notified. Licensee will repair or replace, at
Licensee's option and at Licensee's sole expense, the EVSE or parts or components
thereof as Licensee deems necessary and appropriate. Licensee will not be responsible
for the condition of the EVSE after the expiration or termination of this Agreement.
1.6. Environmental Hazards. Licensees agrees not to use or store, or permit to be used
stored, on the Licensed Premises, gasoline or petroleum products, hazardous or toxic
substances or inflammable materials, herbicides, pesticides, fungicides, algaecides.
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Revd Date:12.13.11
Licensee may not engage in the production, location, transportation, storage, treatment,
discharge, disposal, or release upon or under the Licensed Premises of any substance
regulated under any local, state or federal environmental protection law or regulation.
1.7. Waste, Nuisance. Licensee shall not commit or suffer to be committed any waste or
impairment of the Licensed Premises and covenants that it shall not do, nor permit to
be done, on or about the Licensor's Properties any acts which may be a nuisance.
1.8. Compliance with Laws. In the exercise of any privilege granted by this License,
Licensee must comply with all applicable State, municipal and local laws, and the rules,
orders, regulations and other legal requirements, including laws and regulations relating
to occupational safety and health and environmental protection, and all orders, writs,
judgments, injunctions, decrees or awards of any court or governmental authority with
jurisdiction over Licensee or the Licensed Premises. Licensee must obtain promptly
and maintain in effect throughout the term of the License all licenses, permits,
authorizations, registrations, rights and franchises necessary to conduct the actions
required or permitted by the License. Furthermore, Licensee will not encourage or
permit any use in or upon the Licensed Premises, or any part thereof, in violation of any
applicable laws, statutes, rules or regulations of any federal, state or local authority.
1.9. Compliance with Licensor Requirements. Any use made of the Licensed Premises
pursuant to this License, and any construction, maintenance, repair, or other work
performed thereon by the Licensee, including the installation and removal of any article
or thing, shall be accomplished in a manner satisfactory to the Licensor.
1.10. Structures. Licensee may not place or construct upon, over or under the Licensed
Premises any installation or structure of any kind or character, except such as are
specifically authorized herein or in writing signed by Licensor.
1.11. Alterations; Damage; Restoration. No alterations may be made by Licensee to the
Licensed Premises without first obtaining the prior written consent of Licensor and, if
applicable, any other person or entity having an interest in or right to use or occupy the
Licensed Premises. Licensee will bear the costs and expenses, up to a maximum of
$2,250 per pedestal EVSE or$1,500 per wall mount EVSE, associated with performing
any such alterations, including, without limitation, costs of construction and any
increased operating costs resulting from such alterations. Except as may be otherwise
provided in this Agreement, Licensee may not alter, destroy, displace or damage any of
Licensed Premises or any neighboring property in the exercise of the privileges granted
by this Agreement without the prior written consent of Licensor and any other affected
landowner, and the express agreement of Licensee promptly to replace, return, repair
and restore any such property to a condition satisfactory to Licensor and any other
affected landowner upon demand, and at Licensee's sole cost and expense.
1.12. Operation and use of EVSE. Licensee must confine activities on the Licensed Premises
strictly to those necessary for the enjoyment of the privilege hereby licensed, and must
refrain from marring or impairing the appearance of the Licensed Premises, obstructing
access thereto, interfering with the transaction of Licensor's business and the
convenience of the public, or jeopardizing the safety of persons or property, or causing
justifiable public criticism.
1.13. EquipmenUAccess Revenue.
Licensor acknowledges that Licensee is providing the initial EVSE to the site as part of
a no-cost pilot program and Licensee intends to collect revenues from the EVSE.
1.14. Expense. Except as provided in § 1.11, any cost, expense or liability connected with or
in any manner incident to the granting, exercise, enjoyment, or relinquishment of this
License will be assumed and paid or discharged by the Licensee. Such costs shall
include, but shall not be limited to, costs to install or remove the EVSE, costs to install
electricity or other power supplies to serve and operate the EVSE, and costs to keep
the EVSE free of graffiti and debris.
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Revd Date:12.13.11
1.15. Assignment. Licensee may not assign this License nor sub-license all or any portion of
the Licensee's right to use and occupy the Licensed Premises, and any purported
assignment or sub-license by Licensee is void. This License does not confer on or
convey to Licensee any possessory interest in the Licensed Premises, any right to
exclusive possession or occupancy of the Licensed Premises, or any right of quiet
enjoyment. The privileges granted to Licensee by this Agreement are personal to
Licensee and may not be assigned or transferred to any other person,firm, corporation,
or other entity without the prior, express and written consent of Licensor.
1.16. Responsibility for Others. Licensee will be responsible for the conduct and discipline of
its employees, contractors, subcontractors, invitees, licensees, and other persons
entering upon or using the Licensed Premises-pursuant to this Agreement.
1.17. Subordination. This Agreement and the License granted herein is subject and
subordinate to the terms of all ground leases, superior leases, mortgages, deeds of
trust, other security instruments, and any other prior rights and matters of record now or
hereafter affecting Licensor's interest in Licensed Premises.
2. Term of License. The License and rights granted by this Agreement will become effective as of
January 1. 2012 (the"Commencement Date") and unless otherwise agreed in a writing signed by
both Parties will automatically expire and terminate on April 30, 2013("Expiration Date").
3. Consideration for License. As consideration for the License and the use of electricity used for
the charging of EVs using EVSEs located on the Licensed Premises, Licensee agrees to pay the
sum of $1.00 upon execution of this Agreement. In addition, Licensee will provide Licensor
reports and other information relating to the License and the use of the EVSEs, including data
collected from or relating to the use of EVSE's on the Licensed Premises, provided, however,
that Licensee will not be required to and will not provide to Licensor any information that is
proprietary or confidential.
4. Surrender, Removal of the EVSE. On the expiration or any earlier termination of this
Agreement, Licensee shall vacate the Licensed Premises and surrender possession of the
Licensed Properties to Licensor.
4.1. Licensor's Option to Retain the EVSE upon Expiration of the Term. Upon the expiration
of the Term, Licensor, in its sole and absolute discretion, may elect to retain the EVSE.
Licensor shall notify Licensee in writing delivered to Licensee not less than thirty (30)
days prior to the expiration of this Agreement, whether Licensor desires to retain the
EVSE on some or all of the Licensed Premises. If Licensor fails to deliver such written
notice within such thirty (30) day period, Licensor will be deemed to have elected to
retain the EVSE at the Licensed Premises. If Licensor elects to retain the EVSE
installed at some or all of the Licensed Premises, Licensor shall become entitled to
acquire from Licensee all rights, title, and interest in and to such EVSE at no additional
cost, and Licensee agrees to execute and deliver to Licensor such documents as
Licensor may reasonably request to evidence the transfer of title.
4.2. Removal of the EVSE by Licensee upon Expiration of the Term. If Licensor elects not
to retain the EVSE at the Properties, Licensee shall remove (at Licensee's sole cost
and expense) any or all of the EVSE, and must restore the Licensed Premises to a safe
and reasonable condition, as more specifically described in § 4.4 hereof. Should the
Licensor elect to continue ECOtality Blink Network and EVSE support, following the
Term or earlier termination thereof, such additional services shall be subject to a new
written agreement to be entered into between the Parties.
4.3. Removal of the EVSE by Licensor. If Licensor timely notifies Licensee of Licensor's
election to have Licensee remove the EVSE from the Licensed Premises, Licensee will
promptly remove the EVSE and restore the condition of Licensed Premises as
provided in §4.4.
4.4. Restoration. Upon expiration or termination of the License and removal of the EVSE
Licensee will, at Licensee's sole expense and to Licensor's satisfaction, restore the
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Rev'd Date:12.13.11
affected portions of the Licensed Premises (surface and subsurface) to a safe
condition, with the electricity to the Charger installation locations capped, the breakers
turned off, and the Charger anchor/mounting bolts cut flush/removed.
5. Termination.
5.1. Without Cause. This Agreement may be.terminated by Licensee in writing to the
Licensor, without cause, at any time and for any reason, including the termination of the
EV Project or a reduction in EV Project funding, whereupon the Parties shall be fully
released from their respective duties, rights, obligations and liabilities under this
Agreement except as provided below.
5.2. With Cause. This Agreement may be terminated in writing by either party for cause if
either party violates any term of this Agreement and fails to cure the same within ten
(10) days of receiving written notice of such default. Upon such termination of this
Agreement for cause, as its sole and exclusive remedy, Licensee shall have the right,
but not the obligation, to disable or remove (at its sole cost and expense) any or all of
the EVSE installed at the Location and terminate services to Licensor's. In the event
that Licensee does not elect to remove the EVSE within thirty (30) days following such
termination, the EVSE shall be deemed abandoned by Licensee and Licensor shall
possess all rights, title and interest in and to the same.
6. Use of the EVSE by Licensor.
6.1. Software License. During the term of this Agreement, Licensee grants to the Licensor a
non-exclusive and non-transferable license, to use Licensee's software in the form in
which it is embedded in the EVSE on the delivery date for use in conjunction with other
parts of the EVSE on the condition that the EVSE shall be used for its intended purpose
only. Nothing contained in this Section shall be construed as an assignment or transfer
of any copyright, design right or other intellectual property rights in such software, all of
which rights are owned by the Licensee.
6.2. Limitation of Licensee's Liability. Licensee makes no warranty or representation,
expressed, implied, oral or statutory, to the Licensor or any third party, with respect to
the Software or the EVSE, including, without limitation, any warranty, condition or
representation: (a) of merchantability, fitness for a particular purpose, satisfactory
quality, or arising from a course of dealing, usage, or trade practice; (b) that the
products will be free from infringement or violation of any rights, including intellectual
property rights of third parties; or (c)that the operation of any software supplied will be
uninterrupted or error free.
7. Indemnification. Licensee shall indemnify, defend, save and hold harmless the Licensor and its
officers, officials, agents, and employees from and against any and all claims, actions, liabilities,
damages, losses, or expenses (including court costs, attorneys' fees, and costs of claim
processing, investigation and litigation) (hereinafter referred to as "Claims") for bodily injury or
personal injury (including death), or loss or damage to tangible or intangible property caused, or
alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Licensee
or any of its owners, officers, directors, agents, employees or contractors, arising out of or
related to Licensee's occupancy and use of the Licensed Premises. It is the specific intention of
the Parties that the Licensor shall, in all instances, except for Claims arising solely from the
negligent or willful acts or omissions of the Licensor, be indemnified by Licensee from and
against any and all claims. It is agreed that Licensee will be responsible for primary loss
investigation, defense and judgment costs where this indemnification is applicable. In
consideration for the use and occupancy of the Licensed Premises, the Licensee agrees to
waive all rights of subrogation against the Licensor, its officers, officials, agents and employees
for losses arising from the use, occupancy or condition of the Licensed Premises.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY CLAIMS FOR
DAMAGES BY EITHER PARTY ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT SHALL BE LIMITED TO ACTUAL RECOVERIES UNDER SUCH PARTY'S
INSURANCE POLICIES.
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8. Insurance Requirements. Licensee shall procure and maintain for the duration of the License,
insurance against claims for injury to persons or damage to property which may arise from or in
connection with the License. The insurance requirements herein are minimum requirements for
the License and in no way limit the indemnity covenants contained in this Agreement. Licensee
in no way warrants that the minimum limits contained herein are sufficient to protect the Licensor
from liabilities that might arise out of the License. Licensor is free to purchase such additional
insurance as Licensee determines necessary.
8.1. Minimum Scope and Limits of Insurance: Licensee shall provide coverage with limits of
liability not less than those stated below. An excess liability policy or umbrella liability
policy may be used to meet the minimum liability requirements provided that the
coverage is written on a"following form" basis.
8.1.1. Commercial General Liability—Occurrence Form
Policy shall include bodily injury, property damage and broad form contractual liability
coverage
• General Aggregate $2,000,000
• Products—Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
• Each Occurrence $1,000,000
Fire Damage (Damage to Rented Premises) $100,000
The policy shall be endorsed to include the following additional insured language: "The
Licensor shall be named as an additional insured with respect to liability arising out of
the use and/or occupancy of the property subject to this License"
8.1.2. Additional Insurance Requirements. The policies shall include, or be
endorsed to include, the following provisions:
a. On insurance policies where the Licensor is named as an additional
insured, the Licensor shall be an additional insured to the full limits of
liability purchased by the Licensee even if those limits of liability are in
excess of those required by this Agreement.
b. The Licensee's insurance coverage shall be primary insurance and non-
contributory with respect to all other available sources.
8.1.3. Notice of Cancellation. For each insurance policy required by the insurance
provisions of this Agreement, the Licensee must provide to the Licensor, within
2 business days of receipt, a notice if a policy is suspended, voided or
cancelled for any reason.
8.1.4. Acceptability of Insurers. Insurance is to be placed with insurers duly licensed
or authorized to do business in the state and with an "A.M. Best" rating of not
less than B+ VI. The Licensor in no way warrants that the above-required
minimum insurer rating is sufficient to protect the Licensee from potential
insurer insolvency.
8.1.5. Verification of Coverage. Licensee shall furnish the Licensor with certificates of
insurance (ACORD form or equivalent approved by the Licensor) as required
by this Agreement. The certificates for each insurance policy are to be signed
by a person authorized by that insurer to bind coverage on its behalf.
All certificates and any required endorsements are to be received and approved
by the Licensor before the License commences. Each insurance policy
required by this Lease must be in effect at or prior to commencement of this
License and remain in effect for the duration of the License. Failure to maintain
the insurance policies as required by this License or to provide evidence of
renewal is a material breach of contract.
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Revd Date:12.13.11
9. Notices. All notices or other communications required or permitted to be provided pursuant to
this License must be in writing and may be hand delivered, sent by United States Mail, postage
prepaid, or delivered by a nationally recognized courier service. Any notice will be deemed to
have been given when delivered if hand delivered, when received if sent by courier, or forty-eight
(48) hours following deposit in the United States Mail. Notices shall be addressed as follows:
To Licensee:
Company: City of Ashland, OR
Attn: City Administrator
Title:
Address: 20 East Main St
City, State, Zip: Ashland, OR 97520
Fax Number: 541-488-5311
To Licensor:
Electric Transportation Engineering
Corporation dba ECOtality North America
Attn: Legal Department
Address 430S. 2nd Avenue
City, State, Zip: Phoenix,AZ 85003-2418
Fax Number: 602-443-9007
10. Interpretation. The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement. When a reference is
made in this Agreement to a Section, such reference shall be to a Section of this Agreement
unless otherwise indicated.
11. Entire Agreement. This Agreement and the exhibits and schedules referenced or attached hereto
constitute the entire agreement between the Parties with respect to the subject matter hereof
and shall supersede all prior agreements, understandings and negotiations, both written and
oral, between the Parties with respect to the subject matter hereof. This Agreement is not
intended to confer upon any Person other than the Parties hereto any rights or remedies
hereunder.
12. Severability. If any terms or other provision of this Agreement or the schedules or exhibits hereto
shall be determined by a court, administrative agency or arbitrator to be invalid, illegal or
unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid.
Rather, this Agreement shall be construed as if not containing the particular invalid, illegal or
unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to either Party. Upon such determination
that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the fullest extent permitted under applicable law.
13. Information. Subject to applicable law and privileges, each Party hereto covenants with and
agrees to provide to the other Party all information regarding itself and transactions under this
Agreement that the other Party reasonably believes is required to comply with all applicable
federal, state, county and local laws, ordinances, regulations and codes.
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Revd Date:12.13.11
14. Further Agreements. The Parties shall execute or cause their applicable affiliates to execute
such additional agreements between the Parties and/or their respective affiliates as may be
reasonably necessary to effectuate the intent of this Agreement.
15. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties
hereto and their respective legal representatives and successors, and nothing in this Agreement,
express or implied, is intended to confer upon any other Person any rights or remedies of any
nature whatsoever under or by reason of this Agreement. This Agreement may be amended at
any time by mutual consent of Licensor and Licensee, evidenced by an instrument in writing
signed on behalf of each of the Parties.
16. Amendment and Modification. This Agreement may be amended, modified or supplemented only
by a written agreement signed by all of the Parties hereto.
17. Failure or Indulgence Not Waiver, Remedies Cumulative. No failure or delay on the part of either
Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a
waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein,
nor shall any single or partial exercise of any such right preclude other or further exercise thereof
or of any other right. All rights and remedies existing under this Agreement are cumulative to,
and not exclusive of, any rights or remedies otherwise available.
18. Authority. Each of the Parties represent to the other Party that (a) it has the corporate or other
requisite power and authority to execute, deliver and perform this Agreement, (b) the execution,
delivery and performance of this Agreement by it have been duly authorized by all necessary
corporate or other actions, (c) it has duly and validly executed and delivered this Agreement and
(d)this Agreement is its legal, valid and binding obligation, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and general equity principles.
19. Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or
enforceable by any third party, including any creditor of any Person. No such third party shall
obtain any right under any provision of this Agreement or shall by reasons of any such provision
make any claim in respect of any liability (or otherwise) against either Party hereto.
Notwithstanding the foregoing, it is understood that the Licensee's rights hereunder shall inure to
the benefit of Licensee's affiliates and their officers, directors and employees.
20. Default; Remedies. The actual or prospective failure of either party to satisfy any material
obligation under this Agreement, and the breach of any material representation or warranty
stated in this agreement, will be an event of default. If a party's default continues without cure
for thirty(30) days after delivery of a written notice of default in the manner provided in Section 9,
the other party will be entitled to terminate this Agreement for cause, and to all other remedies
available at law or in equity, including damages and specific performance. The rights and
remedies set forth in this agreement are not intended to be exhaustive and the exercise by either
party of any right or remedy does not preclude the exercise of any other rights or remedies that
may now or subsequently exist in law or equity or by statute or otherwise. Failure or delay by the
Licensor to exercise any right, power or privilege will not be deemed a waiver thereof.
21. Attorney's Fees. If a suit, action, arbitration or other proceeding of any nature whatsoever is
instituted in connection with any controversy arising out of this Agreement or to interpret or
enforce any rights under this Agreement, the prevailing party shall be awarded its reasonable
attorney fees, and costs and expenses incurred.
22. Confidentiality and Data Security. Personal identifying information, financial account information,
or restricted Licensor information, whether electronic format or hard copy, must be secured and
protected at all times to avoid unauthorized access.At a minimum, Licensee must encrypt and/or
password-protect electronic files. This includes data saved to laptop computers, computerized
devices or removable storage devices.
When personal identifying information, financial account information, or restricted Licensor
information, regardless of its format, is no longer necessary, the information must be redacted or
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Rev'd Date:12.13.11
destroyed through appropriate and secure methods that ensure the information cannot be
viewed, accessed, or reconstructed.
In the event that data collected or obtained by the Licensee in connection with this Agreement is
believed to have been compromised, Licensee shall notify the Licensor immediately. Licensee
agrees to reimburse the Licensor for any costs incurred by the Licensor to investigate potential
breaches of this data and, where applicable, the cost of notifying individuals who may be
impacted by the breach.
Licensee agrees that the requirements of this Section shall be incorporated into all
subcontractor/subconsultant agreements entered into by the Licensee. It is further agreed that a
violation of this Section shall be deemed to cause irreparable harm that justifies injunctive relief
in court. A violation of this Section may result in immediate termination of this Agreement without
notice.
The obligations of Licensee under this Section shall survive the termination of this Agreement.
23. Data Collection for DOE Grant Purposes. During the Term of this Agreement Licensor will allow
Licensee reasonable access to the EVSE, the Licensed Premises, and existing sources of
electrical energy as reasonably necessary to enable Licensee to collect and transmit data
regarding public use of the EVSE as may be required by the DOE Grant.
24. Miscellaneous. Time is of the essence with respect to the performance of every provision of this
Agreement in which time of performance is a factor. Except as expressly provided herein to the
contrary, when a Party is required to do something by this Agreement, it shall do so at its sole
cost and expense without right of reimbursement from the other Party. Whenever one Party's
consent or approval is required to be given as a condition to the other Party's right to take any
action pursuant to this Agreement, unless another standard is expressly set forth, such consent
or approval shall not be unreasonably withheld, conditioned or delayed.
25. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute one and the same
agreement.
IN AGREEMENT, each of the Parties hereto has caused this Agreement to be duly executed as of the day and
year first set forth above.
LICENSOR: LICENSEE:
City of Ashland, OR
a municipal corporation Electric Transportation Engineerig
Corporation dba ECOtality North America
By: By:
Name: Larry P e n Name: Rich Feldman
Title: Interim City Administrator Title: PNW Regional Manager
Date: eeerd be✓ o2E ,c2D Date: 12/22/2011
Municipal License Agreement Page 9 of 12
Revd Date:12.13.11
EXHIBIT A: Description of Licensor's Properties
NOTE: This Exhibit A may be amended from time to time to add or delete properties
Location
No Property Address Assessor's Parcel No.
1) Lithia/Pioneer St 39 1E 09BA 11500
2) 175 Hargadine St 39 1 E 09BC 300,400
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Rev'd Date:12.13.11
EXHIBIT B: Description and/or Depiction of Licensed Premises
Location No. 1
The Lithia/Pioneer public parking surface lot is located on the NE corner of the intersection of N Pioneer
Street and Lithia Way in Ashland, OR and contains 66 paved passenger vehicle parking spaces and is
located with the City of Ashland downtown zone. The facility is a timed, no fee parking lot, with four hour
maximum time limit in the peakseason(April-Oct) and 8 hour in the off-season (Nov-March).
Latitude 42.197368, Longitude-122.713105
See diagram attached as Exhibit B-1
Location No. 2
The Hargadine Parking Structure is a 148 space, three level concrete public parking facility located within
the downtown core of Ashland, OR and is owned and operated by the City of Ashland.The structure is a
pay parking facility, with pay stations located on each level. Payments are made by the hour, by the day
and a daytime monthly pass is also available
Latitude 42.195614, Longitude-122.713507
See diagram attached as Exhibit B-2
Municipal License Agreement Page 11 of 12
Re,/d Date:12.13.11
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EXHIBIT C: Description of the EVSE and Software to be Installed on the
Licensed Premises
Location Qty. Equipment Description Model#
1)138 N Pioneer Street 2 RFID Pedestal PE-30Kic
2) 175 Hargadine Street 2 RFID Wall Mount WE-30Kic
Municipal License Agreement Page 12 of 12
ReJd Date:12.13.11