HomeMy WebLinkAboutInstallation of Public Electric Vehicle Charging Stations City Parking Lots 3, 4 and 32 and at City Parking Garages at Sherman Plaza, Maple Avenue and Church StreetLICENSE AGREEMENT
The parties listed below as "Owner" and "Company" hereby enter into this Charging
Station Agreement (the "Agreement") upon the terms and conditions set forth herein.
OWNER: The City of Evanston, Illinois
COMPANY: 350 Cneen, a District of Columbia corporation
DATE OF AGREEMENT: �2- ( e rn b e `( 1 , 201 1
COMMENCEMENT DATE: D <(E YA `1 , 20I J
TERMINATION DATE: Terminable upon written notice by either party (subject to
provisions of Exhibit 1)
USE FEE: Individual sessions are allocated at $6 for a Fast Charge Session and $3 for a
Level 2 Charge Session.
SITE ADDRESSES: See Schedule 1
ELECTRICITY: Electricity service to the Systems shall be provided by Owner.
Electricity usage will be reimbursed to Owner by Company on a monthly basis for the
teen of the Agreement.
TOTAL NUMBER OF SYSTEMS TO BE INSTALLED: Two Level 2 Charging
Stations
INCORPORATION: The terms and provisions of the attached Exhibit 1 and all
Schedules attached thereto are hereby incorporated into this Agreement.
EXHIBIT I - General Terms and Conditions
I, License. Owner hereby grants to Company a non-exclusive license (the
"Permitted Use") to install, operate, maintain, repair, improve, and replace vehicle
charging stations or other installations and equipment (the "Systems") at the real property
described in Schedule 1 attached hereto (the "Premises"), upon the terms and conditions
set forth herein (the "Use License'), and in the general locations set forth in Schedule 1.
In addition, Owner hereby grants to Company and its successors, assigns, agents,
employees, contractors, invitees and customers (i) a non-exclusive license in, on and
across the Premises, including, without limitation, all parking areas, common areas,
entries, exits, and driveways serving the Premises (the "Licensed Access Areas") for the
purpose of ingress and egress to the Systems during the period of this Agreement and the
Surrender Period (defined below) (the "Access License"), and (ii) a non-exclusive license
on, over, under and across the Premises in locations from time to time reasonably agreed
to and identified by Owner and Company (the "Licensed Utility Areas" and collectively
with the Licensed Access Areas, the "Licensed Areas") to the extent reasonably required
by Company to install, connect and operate the electric, telecommunication, or other
utilities required for the operation of the Systems during the Term and the Surrender
Period (the "Utility License", and, together with the Access License, the "Ancillary
Licenses"). Company shall reimburse Owner for revenue lost from metered parking
spaces near or adjacent to the Licensed Areas as a result of Company's or its vendors'
obstruction of such spaces during the installation, connection, operation, maintenance,
alteration, and/or removal by renting meter hood(s) and/or monthly parking permit(s) at
the then -current rate(s), at Company's election. In addition, upon Owner's consent,
Company may add additional Systems to the Premises or change the location of existing
Systems. Upon the installation of additional Systems or a change to the location of
existing Systems, the parties shall amend this Agreement to reflect the actual number and
location of the Systems within the Premises.
2. Term. The Term of this Agreement shall commence on
e t rn 1, , 2011 ("Effective Date") and continue for seven (7) years,
unless otherwise terminated as provided herein.
3. Termination. Owner shall have the right at any time during the License Term
to terminate this License without cause upon ninety (90) days' prior written notice to
Company. In the event Owner exercises such right, Owner shall pay to Company an
amount equal to the product of (a) one eighty-fourth (1/$4) of Company's Installation
Costs (as defined below), and (b) the number of full calendar months of the License Term
remaining as of the date such termination is effective. The term "Installation Costs"
means the total amount of Company's actual costs of (i) transporting the Systems to the
Premises; (ii) arranging electrical and communications service to the Premises; and (iii)
installing the Systems at the Premises. Installation Costs shall not include the cost of the
Systems themselves.
4. Taxes. Company shall pay, before delinquency, any and all taxes or
assessments against the Systems or other personal property of Company located at the
Premises.
5. Use. Compliance with Laws; Rules. Company may use the Premises for the
installation, operation, repair, maintenance, replacement and removal of electric vehicle
charging stations and other legal, related uses.
6. Parking. All parking stalls in the immediate vicinity of the Systems as are
reasonably required to simultaneously operate the Systems at full capacity shall be
designated the "Company Customer Parking Area', as f rher described in Schedule 2.
Owner shall use commercially reasonable efforts to avoid interfering with the operation
of Company's business in the Company Customer Parking Area and the Premises.
7. Insurance. Company shall obtain and keep in full force and effect, at
Company's sole cost, a commercial general liability policy of insurance protecting
Company against claims for bodily injury, personal injury and property damage based
upon, involving or arising out of Company's use or occupancy of the Premises and/or this
Agreement. Such insurance shall be on an occurrence basis providing single limit
coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate
of not less than $1,000,000. Company shall deliver certificates evidencing such insurance
to Owner upon issuance from insurer, which certificates shall name Owner as an
additional insured and certificate holder.
8. Indemnity. Company shall hold Owner, its officials (whether appointed or
elected and whether or not serving at the time of commencement of this Agreement), it
officers, employees, volunteers and agents, harmless from and against any and all injury,
death, loss, damage, claims, actions, suits, liabilities and expenses (including without
limitation reasonable costs and expenses for investigation and litigation, whether in law
or equity, and reasonable attorneys' fees) ("Claims") in any way arising from or
connected with Company's breach of this Agreement or Company's use of the Premises.
To the extent prohibited by applicable law, no person or entity indemnified hereunder
shall be indemnified for claims to the extent arising from such person's or entity's own
negligence, and the provisions hereof shall not be construed to require Company to
indemnify any person or entity otherwise covered by this Section 8 to the extent of such
person or entity's awn negligence or to require any indemnification that would make any
of the provisions in this Section 8 void or unenforceable. Notwithstanding the foregoing,
Company's liability to Owner shall be limited to direct actual damages only, and all other
remedies or damages at law and equity, including consequential damages, punitive or
other exemplary damages, are waived unless asserted against owner by an unrelated third
party. This indemnification shall survive the termination of this Agreement.
9. Premises Repairs and Maintenance. Company accepts the Premises in "as is"
condition. Company shall be responsible for the general repair and maintenance of the
Systems. Except for obligations which are Company's responsibility pursuant to the
preceding sentence, Owner shall be solely responsible for maintaining the Premises,
including the Licensed Areas. In the event of any emergency repairs or maintenance
commissioned by Owner, Owner shall make reasonable efforts to contact Company prior
to such work. For routine maintenance at the Premises that may affect use of the
Systems, Owner shall provide twenty-four (24) hours advance notice to Company.
Company understands that prior notice may not always be feasible. Owner shall provide
fifteen (15) days prior notice to Company of the dates and anticipated duration of any
planned repairs and/or maintenance (such as such as striping and resurfacing) affecting
the Premises.
10. Systems Alterations. Owner consents to the installation, repair, maintenance,
upgrade, removal and/or replacement of the Systems, including, without limitation, all
utility facilities serving the Systems. All such work shall comply with applicable laws
and shall be performed in a good and workmanlike manner. Company shall keep the
Premises free of any liens arising out of work performed by or for Company. The
Systems and any other equipment installed in the Premises by or for Company are and
shall at all times be Company's personal property, and Owner shall have no lien or other
interest therein. Company may remove the same at any time; provided, however,
Company shall repair any damage to the Premises caused by such removal.
11. Systems Damage. Owner shall use reasonable diligence to restore any portion
of the Premises, affecting the Systems, within a period of thirty (30) days after notice
from Company. Notwithstanding the foregoing, Company shall be responsible for any
repair, restoration or replacement of the Systems caused by any peril.
12. Assignment. Company may not assign this Agreement without the prior
written consent of Owner, which consent may not be unreasonably withheld.
Notwithstanding the foregoing, Company may, without Owner's prior written consent
and without constituting an assignment hereunder, assign its interest in this Agreement
to: (a) an entity controlling, controlled by or under common control with Company; (b)
an entity related to Company by merger, consolidation, non -bankruptcy reorganization,
or government action; or (c) a purchaser of a substantial portion of Company's stock or
of the Systems. in addition, Owner's consent shall not be required in connection with any
pledge, mortgage, deed of trust, hypothecation, or collateral assignment of this
Agreement, the Company's rights hereunder and/or the Systems (a "Lender's Lien") to
any person or entity providing financing to Company or the Systems (each a "Lender").
A sale or transfer of Company's stock or other equity interests shall not be deemed an
assignment or any other transfer of this Agreement.
13. Provisions Benefiting Lender. Any Lender shall have the absolute right to do
one, some or all of the following things: (a) assign its Lender's Lien; (b) enforce its
Lender's Lien (defined below); (c) access and operate the Systems and perform any
obligations to be performed by Company hereunder, or cause a receiver to be appointed
to do so; (d) assign or transfer Company's interest in this Agreement to a third party; or
(e) exercise any rights of Company hereunder. Owner's consent shall not be required for
any of the foregoing; and, upon acquisition of Company's interest in this Agreement by
the Lender or any other third party who acquires the same from or on behalf of the
Lender, Owner shall recognize the Lender or such other party (as the case may be) as
Company's proper successor, and this Agreement shall remain in full force and effect. As
a precondition to exercising any rights or remedies as a result of any default or alleged
default by Company, Owner shall deliver a duplicate copy of the applicable notice of
default to each Lender concurrently with delivery of such notice to Company, specifying
in detail the alleged event of default and the required remedy, provided Owner was given
notice of such Lender as provided hereunder. A Lender shall have the same period after
receipt of a notice of default to remedy any event of default of Company, or cause the
same to be remedied, as is given to Company after Company's receipt of a notice of
default hereunder plus an additional sixty (60) days or such longer period required to
complete such cure, including the time required for the Lender to foreclose its Lender's
Lien and gain possession of the Systems. At Company's request, Owner shall execute
such consents, estoppel certificates and additional documents as may reasonably be
required by such Lender in connection with its Lender's Lien.
14. Surrender. Within ninety (90) days following the termination of this
Agreement, Company shall remove all aboveground components of the Systems and all
of its personal property from the Premises; provided, however, Company shall not be
required to remove any underground utility facilities. The Use License and Ancillary
Licenses shalt apply during this period to the extent they relate to such removal of
Systems and personal property. Upon termination of this Agreement for any reason,
Company shall return the Premises to their previous condition, normal wear and tear
excepted.
15. Notices. Any notice given under this Agreement shall be in writing acid shall
be hand delivered, sent by reputable overnight courier, or mailed (by certified mail, return
receipt requested, postage prepaid) to the party's address set forth .herein. Any notice
shall be deemed to have been given when received or refused. Each party shall have the
right to change its notice address upon not less than five (5) days notice to the other party.
OWNER: City Manager
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
With a copy to: Corporation Counsel
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
COMPANY: 3500reen
411 S. Hewitt
Los Angeles, CA 90013
16. Effect of Conveyance. The terms, covenants, conditions and provisions
hereof shall inure to the benefit of and extend to and be binding upon the heirs, executors,
administrators, personal representatives, successors in interest, and assigns the successors
in interest and assigns of the respective parties hereto. Owner shall require any purchaser
of the Premises to assume Owner's rights and obligations hereunder.
17. Signage. Company shall be permitted to install, at its sole cost and expense,
its standard signage adjacent to or on the Systems. All such signage shall be in
compliance with applicable law, including, but not limited to, Owner's Sign Ordinance
set forth in Title 4, Chapter 12 of the Evanston City Code of 1979, as amended.
18. Relocation. Owner shall have the right to require the Company to relocate the
Systems to another location within the Premises (the "Relocation Area") upon not less
than ninety (90) days prior written notice. The Relocation Area shall be capable of
supporting Systems of equal or greater utility as the existing Systems. Owner shall pay all
of Company's out-of-pocket costs of relocation, including, but not limited to, any costs
relating to: (i) the installation of new Systems; (ii) installation of additional electrical,
telecommunications, or other utility lines, as well as the removal of such existing lines
and any required restoration of the Premises; (iii) any related permitting requirements of
governmental entities; and (iv) lost revenues during any reasonably necessary period of
non -operation, as evidenced by revenues generated during the prior twelve (12) month
period.
19. Miscellaneous. This Agreement shall in all respects be governed by and
construed in accordance with the laws of the state or commonwealth in which the
Premises are located. If any term of this Agreement is held to be invalid or unenforceable
by any court of competent jurisdiction, then the remainder of this Agreement shall remain
in full force and effect to the fullest extent possible under the law, and shall not be
affected or impaired. Time is of the essence with respect to the performance of every
provision of this Agreement in which time of performance is a factor. Any executed copy
of this Agreement shall be deemed an original for all purposes. This Agreement shall,
subject to the provisions regarding assignment and subletting, apply to and bind the
respective heirs, successors, executors, administrators and assigns of Owner and
Company. The language in all parts of this Agreement shall in all cases be construed as a
whole according to its fair meaning, and not strictly for or against either Owner or
Company. The captions used in this Agreement are for convenience only and shall not be
considered in the construction or interpretation of any provision hereof. When a party is
required to do something by this Agreement, it shall do so at its sole cost and expense
without might of reimbursement from the other party unless specific provision is made
therefore. If either party brings any action or legal proceeding with respect to this
Agreement, the prevailing party shall be entitled to recover reasonable attorneys' and
experts' fees and court costs. 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 or delayed. This Agreement may be executed in
counterparts. No amendment hereto shall be effective unless in writing and signed by
both parties.
20. No Relief for Breach. The expiration or termination of this Agreement shall
not relieve either Party of any liability for a breach of its obligations under this
Agreement for any misrepresentation or failure to comply with any agreement or
covenant therein. Any such expiration or termination shall not be deemed to be a waiver
of any available remedy for any such breach, misrepresentation or failure to comply with
any agreement or covenant.
21. Entire Agreement. This Agreement sets forth all of the promises,
inducements, agreements, conditions and understandings between Owner and Company
relevant to the subject matter of this Agrcement, and there are no promises, agreements,
conditions or understandings, written or oral, express or implied, between them other that
as herein set forth.
22. Survival of Terms, Minding on Successors. The covenants, terms,
conditions, representations, warranties, agreements and undertakings set forth in this
Agreement (and specifically including those provisions that, by their terms, survive the
termination of this Agreement) shall be binding upon and inure to the benefit of the
Parties hereto and their respective legal successors and permitted assigns and the
covenants, provisions and agreements herein contained shall run with the Premises during
the Term and shall expire twelve (12) months after termination of this Agreement.
[Signature page to follow]
IN WITNESS WHEREOF, the Owner and the Company have signed this Agreement as
of the dates set opposite their signatures.
OWNER
Dated: By:. l/
Name: �Ai�(� �� ��c) b kit �UJIZ
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Title: c t Nk wcky v'—
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COMPANY
Dated: �� c�v�b�C �l, 2 l l By:
Name: 1k Yvk S
Title: z-G 0WA
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,'-' pprovccl as to form:
2� ; A
W. Grant Farrar
(,orsoration Counsel
SCHEDULEI
Evanston Municipal Parking Facilities
1. Lot 3, 1702 Chicago Avenue, Evanston, IL 60201
2. Lot 4, 2122 Central Street, Evanston, IL 60201
3. Lot 32, 825 Hinman Avenue, Evanston, IL 60202
4. 1800 Maple Self Park, 1800 Maple Avenue, Evanston, IL 60201
5. Church Street Self Park, 525 Church Street, Evanston, IL 60201
6. Sherman Plaza Self Park, 821 Davis Street, Evanston, IL 60201
SCJUBO ILE 2
See Attached Site Plans
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Parking Lot 4 — 2122 Central Street, Evanston, IL 60201
Proposed Canopy shown in red
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1800 Maple Self Park — 1800 Maple Avenue, Evanston, IL 60201
Charging stations to be installed on the ground level near University Place entrance on the
northwest side of the garage where USPS vehicles are currently parked. Picture depicts general
location of the area.
Church Street Self Park — 525 Church Street, Evanston, IL 60201
Charging stations to be installed on the lower level, location to be determined based on feedback
from Parking Management.
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