HomeMy WebLinkAboutR10- Economic Development ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
REQUEST FOR COMMISSION/COUNCIL ACTION
From: TIMOTHY C. STEINHAUS Subject: ELECTRIC VEHICLE
Agency Administrator CHARGING STATION
Date: June 25, 1996
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Synopsis of Previous Commission/Council/Committee Action(s):
None.
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Recommended Motion(s):
(Mayor and Common Council)
That the Mayor and Common Council authorize the Mayor to execute a Charging Station Agreement between
the City of San Bernardino and the Economic Development Agency for the installation and operation of an
electric vehicle charging station in the 5-level parking structure.
(Community Development Commission)
That the Community Development Commission authorize the Chairman to execute a Charging Station Access
and Maintenance Agreement and a Project Management and Installation Agreement between the Redevelopment
Agency and Edison EV;and execute a Charging Station Agreement between a City of San Bernardino and the
Economic Development Agency for the installation and operation of an el �c vehicle charging station in the
5-level parking structure.
TIMO1%Y C. STEINHAUS
Agency Administrator
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Contact Person(s): Timothy C. Steinhaus Phone: 5081
Project Area(s): CCN Ward(s): 1
Supporting Data Attached: Staff Report; Agreements
FUNDING REQUIREMENTS: Amount: $0,000,000 Source:
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TCS:SMM:edisonev.cdc COMMISSION MEETING AGENDA
Meeting Date:07/01/1995
Agenda Item Numbrr:\ 0
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
STAFF REPORT
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Electric Vehicle Charging Station
The City has been contacted by SANBAG and Edison EV requesting participation in the Inland
Empire Clean Fuels Corridor project. SANBAG has received a grant from the AQMD to construct
a network of alternative fueling stations along the Interstate 10 and Interstate 215 freeway corridors.
In identifying the best location for these stations, SANBAG identified the city's 5-level parking
structure as an ideal recharging location for electric vehicles. This is due to its central location in the
downtown area.
Under the proposed agreements, SANBAG will fund the full cost of construction for two electric
vehicle charging stations. The construction will be done by Edison EV. The city will assume the cost
of the electricity used by the vehicles, which is estimated at approximately $100 per year if the use
of the stations is maximized.
In addition, the city will share in the costs of a publicity campaign which is estimated at approximately
$600. Publicity will include signage on nearby freeways and streets, press releases and marketing.
All costs associated with the station will be paid through the City's Transportation Fund.
The Agency is involved due to its ownership of the 5 level parking structure. The proposed
agreements provide for the Agency to pass along all responsibilities associated with the electric
vehicle charging station to the City.
7
L
j
TIMOTHY C. STEIN US, Agency Administrator
Economic Development Agency
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TCS:SMM:edisonev.cdc COMMISSION MEETING AGENDA
Meeting Date:07/01/1995
Agenda Item Number:16
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Gk3AFiGE PAt? :
' - f1Id1S�tED RICO OR
V .E.. P.,�
WWACE'
CHAMUNG DTA1L
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CHARGING STATION AGREEMENT
THIS CHARGING STATION AGREEMENT ("Agreement") dated this day of ,
1996 is entered into by and between the Economic Development Agency of the City of San Bernardino
("Agency") and the City of San Bernardino, a charter city of the State of California ("City"):
RECITALS
A. Agency is the fee owner of certain real property located at in the City
of San Bernardino, California, more particularly described in Exhibit "A" attached hereto and incorporated
herein by reference ("the Property").
B. The South Coast Air Quality Management District ("SCAQMD") has agreed with the
Riverside County Transportation Commission ("RCTC") and the San Bernardino Associated Governments
("SANBAG") to co-fund certain Transportation Control Measures ("TCMs") with the counties of Riverside
and San Bernardino, California (SCAQMD, RCTC and SANBAG, along with Edison EV, are collectively
referred to herein as the "Funding Parties"). RCTC and SANBAG have developed specialized air pollution
reduction programs pursuant to these agreements, and have contracted with entities such as Edison EV to
develop and implement services and programs for air pollution reduction. A key objective of these programs
is to accelerate the conversion of fleets and personal vehicles from gasoline and diesel fuels to alternative
fuels. RCTC and SANBAG have agreed with Edison EV to provide certain electric vehicle charging stations
in various locations in Riverside and San Bernardino counties.
C. Pursuant to that certain Project Management and Installation Agreement between Agency and
Edison EV dated , 1996, and that certain Charging Station Access and Maintenance
Agreement between Agency and Edison EV dated , 1996 (both of which are attached hereto
tw as Exhibits), Agency and Edison EV have provided for (i) the installation of a publicly accessible electric
vehicle charging station on the Property, (ii) such electrical facilities as would permit the installation of
additional electric vehicle charging stations on the Property in the future, (iii) public access to the charging
area, and (iv) operation of the charging station.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Agency and City hereby agree as follows:
1. City hereby agrees to assume all responsibilities of Agency with regard to the above
referenced agreements, copies of which are attached hereto and incorporated herein, and City hereby agrees
to indemnify and hold harmless Agency, its respective directors, officers, employees and agents from any and
all liabilities, obligations, claims, losses, lawsuits, damages, injuries, costs and expenses (including reasonable
attorneys' fees and costs), arising from any aspect or application of the above agreements. It is understood
and agreed by the parties hereto that Agency shall have no financial, administrative or other responsibility
with reference to said agreements, but that all such resonsibility shall be assumed and borne by City.
2. Any notice or other communication with respect to this Agreement shall be in writing and shall
be delivered personally (including by means of a professional messenger service) or sent by registered or
certified mail, postage prepaid, return receipt requested, or by a reputable private delivery service (such as
Federal Express) that generally guarantees overnight delivery, to the addresses set forth below. All notices
sent by mail will be deemed received two (2) days after the date of the mailing.
C
DAB/tbm [Charging.Agr] 1 June 19, 1996
To Agency: Economic Development Agency
201 N. "E" Street
San Bernardino, CA 92401
To City: City Administrator
300 N. "D" Street
San Bernardino, CA 92418
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above
written.
"AGENCY"
Economic Development Agency of the
City of San Bernardino
By:
Tom Minor, Chairman of the Community
Development Commission
ATTEST:
By
Secretary
Approved as to Form
and Legal Content
By
Agency Counsel
"CITY"
City of San Bernardino
By:
Tom Minor, Mayor
ATTEST:
By
i City Clerk
Approved as to Form
and Legal Content
JAMES F. PENMAN
City Attorney
By
DAB/tbm [Charging.Agr] 2 June 19, 1996
CHARGING STATION ACCESS AND MAINTENANCE AGREEMENT
THIS CHARGING STATION ACCESS AND MAINTENANCE AGREEMENT
( "Agreement" ) dated as of the day of , 1996 is
entered into by and among the Redevelopment Agency of City of San Bernardi]
( "Owner") and EDISON EV, a California corporation, ( "Edison EV" ) .
RECITALS
A. Owner is the fee owner of certain real property
located at in the City of
San Bernardino , California, more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference
("the Property" ) .
B. The South Coast Air Quality Management District
(SCAQMD) has agreed with the Riverside County Transportation
Commission (RCTC) and the San Bernardino Associated Governments _
(SANBAG) to co-fund certain Transportation Control Measures
( "TCMs" ) within the counties of Riverside and San Bernardino,
California (SCAQMD, RCTC and SANBAG, along with Edison EV, are
collectively referred to herein as the "Funding Parties" ) . RCTC
and SANBAG have developed specialized air pollution reduction
programs pursuant to these agreements, and have contracted with
entities such as Edison EV to develop and implement services and
programs for air pollution reduction. A key objective of these
programs is to accelerate the conversion of fleets and personal
vehicles from gasoline and diesel fuels to alternative fuels .
RCTC and SANBAG have agreed with Edison EV to provide certain
contributions toward the purchase, installation, and testing of
electric vehicle charging stations in various locations in
Riverside and San Bernardino counties.
C. Pursuant to that certain Project Management and
Installation Agreement between Owner and Edison EV, (the
"Installation Agreement" ) , of even date herewith, Owner and
Edison EV have provided for (i) the installation of a publicly
accessible electric vehicle charging station on the Property and
(ii) such electrical facilities as would permit the installation
of additional electric vehicle charging stations on the Property
in the future . (The electrical vehicle charging station, along
with the additional electrical facilities, shall be referred to
herein as the "Charging Station" , and the location of the
Charging Station and reasonable access thereto shall be referred
to herein as the "Charging Area" . )
10 NOW, THEREFORE, for valuable consideration, the receipt
P
and sufficiency of which is hereby acknowledged, Owner and Edison
EV hereby agree as follows :
1A
5
f
1. Access to and Maintenance of the Charging Station.
a. Access and Maintenance Obligations. Until
August 31, 1999, Owner hereby agrees to allow public access to
the Charging Area during all times that the Property is open to
the public, to maintain the Charging Area in a secure and well-
lit fashion, to allow signage in the Charging Area indicating the
availability of electric vehicle charging, and to allow public
charging of electric vehicles on the Property at no cost to the
vehicle' s owner or driver. Owner agrees to inspect the Charging
Station and the Charging Area regularly, and to notify Edison EV
promptly of any conditions or facts indicating that the Charging
Station is not operating properly (including but not limited to
forwarding reports or complaints from customers, visitors or
vehicle owners within 24 hours of Owner' s receipt of such
complaints or reports) . Owner shall be responsible for the
continued maintenance of the Charging Station and the Charging
Area, and shall promptly arrange for the repair of the Charging
Station if and when needed.
b. Cost. The costs for the operation and
maintenance of the Charging Station shall be the sole
responsibility of Owner. At no cost to Owner and upon
notification from Owner (as required by Section 1 (a) hereof) ,
Edison EV agrees to perform or arrange for (i) those repairs
covered by the manufacturer' s warranty for the electric vehicle
charger(s) , and (ii) inspection services and certain out of
warranty repairs and maintenance to the Charging Station in a
cumulative amount of up to five hundred dollars ($500 . 00) based
upon Edison EV' s ordinary retail cost for such services and
parts, in each case, until the earliest of (A) the date the
cumulative five hundred dollar limit has been reached, (B) the
date of the removal of the charger (s) , including removal pursuant
to Section 5 hereof, or (C) August 31, 1999 (the "Maintenance
Term") .
C. Restriction on Transfer or Alteration.
Before August 31, 1999, Owner agrees it will not sell or
otherwise convey the electric vehicle charger (s) (other than in
connection with a sale of the entire Property) and will not alter
the Charging Station or the Charging Area.
2 . Grant of License.
a. License. Owner hereby grants to Edison EV
and Edison EV hereby acquires a license in, over, upon, under,
across and through the Property to be used at any time and from
time to time to inspect, test, modify, use, replace, repair
and/or remove the Charging Station and any other related
improvements to the Property made by Edison EV hereunder or
pursuant to the Installation Agreement . The License shall be
personal to Edison EV. Edison EV shall have full and complete
access to the Charging Station, including such information or
equipment as is necessary to such access .
IL258075.31 9 1/
Edison EV is : b. Nature of License. The License granted to
(1) Temporary. The License hereby granted
shall expire on August 31, 1999 .
(2) Limited to Use by Edison EV. The License
is hereby specifically limited to use by Edison EV and its
invitees, employees, contractors, subcontractors, agents and
service providers .
(3) Nonexclusive. Owner retains the right
to use and to grant to others the nonexclusive right to use the
Property for any and all lawful purposes, provided such use shall
not materially and unreasonably interfere with the maintenance,
repair, use and removal of, or public access to, the electric
vehicle charger (s) , the Charging Station and the Charging Area.
(4) Subject to Existing Conditions . The
License is subject to all leases, easements, licenses, covenants,
conditions, restrictions, reservations, rights, rights-of-way,
and other matters of record, apparent or of which Edison EV has
actual notice, as such matters now or hereafter affect the
Property or the Charging Station.
3 . Indemnification. Owner agrees to indemnify and
hold harmless each of the Funding Parties and Edison EV, their
respective directors, officers, employees and agents from any and
all liabilities, obligations, claims, losses, lawsuits, damages,
injuries, costs and expenses (including reasonable attorneys.'
fees and costs) , arising from (i) the negligent acts, negligent
omissions or willful misconduct of Owner in connection with the
operation, maintenance or condition of the Charging Station and
the Charging Area, and (ii) any personal or property damage to
third parties arising from third party use or enjoyment of the
Charging Station or the Charging Area, except to the extent to
which such liabilities, obligations, claims or losses result from
the negligent acts or willful misconduct of such Funding Party or
Edison EV, as the case may be, seeking indemnification hereunder.
4. Costs and Expenses. Except as otherwise
specifically provided herein, all costs and expenses associated
with the operation, maintenance and repair of the Charging
Station, including all periodic energy usage, metering and
customer service charges with respect to the Charging Station,
shall be the sole obligation of Owner.
5 . Removal of Charger (s) . The parties agree that,
until August 31, 1999, upon W notice from Owner to Edison EV
directing Edison EV to remove the electric vehicle charger (s) , or
I (ii) notice from Edison EV to Owner that, in Edison EV' s
reasonable judgment, the Charging Area has not been maintained in
a publicly accessible, secure and well-lit manner, or the Owner
has repeatedly failed to notify Edison EV of facts indicating
that the Charging Station is not operating properly, Owner shall
IL2580'75.41 3 //
r
permit Edison EV to promptly remove the electric vehicle
charger (s) and restore the surface of the Charging Area to a
condition reasonably equivalent to that in which it existed
before the installation of the Charging Station, which Edison EV
shall do at no cost to Owner. Owner agrees to take reasonable
steps to cooperate with efforts by Edison EV to provide for the
removal of the charger (s) ; the restoration of the Charging Area
and the relocation and installation of the electric vehicle
charger (s) at an alternate location, including but not limited to
the execution and delivery to Edison EV of such documents as may
be necessary to transfer and convey the electric vehicle
charger (s) to the designee of Edison EV, and Edison EV agrees to
execute and deliver to Owner such releases as may be necessary to
relinquish any rights or claim to the Property.
6. Amendment, Extension or Modification. This
Agreement may only be amended, extended or modified in a writing
executed by Owner and Edison EV. Owner hereby agrees to
cooperate to amend or modify this Agreement as may be required in
connection with the issuance of all approvals or permits
necessary for the continued operation and maintenance of the
Charging Station, or as otherwise may be required from time to
time by any governmental entity having appropriate jurisdiction,
provided that such amendments or modifications do not have a
substantial and material adverse effect on the rights of Owner
(W under this Agreement .
7 . Notices. Any notice or other communication with
respect to this Agreement or the License shall be in writing and
shall be delivered personally (including by means of a
professional messenger service) or sent by registered or
certified mail, postage prepaid, return receipt requested, or by
a reputable private delivery service (such as Federal Express)
that generally guarantees overnight delivery, to the addresses
set forth below. All notices sent by mail will be deemed
received two (2) days after the date of the mailing.
If to Owner: Agency Administrator
201 North "E" STreet , StP 301
San Bernardino, CA 92401-15o7
Telephone: (909) 384-5081
Telecopy: (909) 888-9413
I
If to Edison EV: Edison EV
I 515 South Figueroa Street, Suite 915
Los Angeles, CA 90071
Attn: Rick Starkweather
I ppmo., Telephone: (213) 452-4614
Telecopy: (213) 452-4699
8 . Waiver; Remedies. No delay on the part of any
party hereto in exercising any right, power or privilege
[L258075.41 4 �/ 1
hereunder shall operate as a waiver thereof, nor shall any waiver
on the part of any party hereto of any right, power or privilege
hereunder operate as a waiver of any other right, power or
privilege hereunder, nor shall any single or partial exercise of
any right, power or privilege hereunder preclude any other or
further exercise thereof of any other right, power or privilege
hereunder.
9 . Headings . The Section and paragraph headings of
this Agreement are for purposes of reference only and shall not
be used for limiting or interpreting the meaning of any
paragraph.
10 . Governing Law. This Agreement shall be construed
and enforced in accordance with the laws of the State of
California.
11. Successors and Assigns . This Agreement shall be
binding on, and inure to the benefit of, the successors and
assigns of Owner and Edison EV.
12 . Contractor Information. Contractors are required
by law to be licensed and regulated by the Contractors' State _
License Board. Any questions concerning a contractor may be
referred to the Registrar, Contractors' State License Board, 9835
Goethe Road, Sacramento, California. Mailing Address : P.O. Box
26000, Sacramento, CA 95826 .
F
=sao7s.a, 5 //1
13 . Entire Agreement. This Agreement contains the
final agreement between Owner and Edison EV relating to the
rights herein granted and the obligations herein assumed. Any
oral representations or modifications concerning this Agreement
shall be of no force and effect excepting a subsequent
modification or amendment in writing signed by Owner and Edison
EV.
IN WITNESS WHEREOF, the parties have executed this
Agreement the day and year first above written.
"OWNER"
Redevel nr�ment Acsenr)z
Cifv of San Bernardinn
By:
Name :_Tom Minor
Title : _Chairman
"EDISON EV"
W 71
Edison EV,
a California corporation
State Contractors License
No: 722391
By:
Name :
Title
trzsae�s_at 6 M
RECEDVED
., .,,.
'►iA f 2 4 �
FLEET iJi l :il{);U
PROJECT MANAGEMENT AND INSTALLATION AGREEMENT
THIS PROJECT MANAGEMENT AND INSTALLATION AGREEMENT
( "Agreement" ) dated as of the day of , 1996 is
entered into by and among Redevelopment Agency City of San Bernardino
( "Owner") and EDISON EV, a California corporation, ( "Edison EV" ) .
RECITALS
A. Owner is the fee owner of certain real property
located at in the City of
JI California, more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference
( "the Property") .
B. The South Coast Air Quality Management District
(SCAQMD) has agreed with the Riverside County Transportation
Commission (RCTC) and the San Bernardino Associated Governments _
(SANBAG) to co-fund certain Transportation Control Measures
( "TCMs" ) within the counties of Riverside and San Bernardino,
California. RCTC and SANBAG have developed specialized air
pollution reduction programs pursuant to these agreements, and
have contracted with entities such as Edison EV with regard to
the development and implementation of services and programs for
air pollution reduction. A key objective of these programs is to
accelerate the conversion of fleets and personal vehicles from
gasoline and diesel fuels to alternative- fuels . RCTC and SANBAG
have agreed with Edison EV to provide certain contributions
toward the purchase, installation, and testing of electric
vehicle charging stations in various locations in Riverside and
San Bernardino counties .
C. Owner desires to (i) provide for the installation
of a publicly accessible electric vehicle charger(s) on the
Property and (ii) provide the Property with such electrical
facilities as would permit the installation of additional
electric vehicle charger(s) in the future, in accordance with the
project description (the "Project Description" ) set forth on
Exhibit "B" attached hereto and incorporated herein by reference.
(The electric vehicle charger(s) , along with the additional
electrical facilities, shall be referred to herein as the
"Charging Station" , and the location of the Charging Station and
reasonable access thereto shall be referred to herein as the
"Charging Area" . )
D. Edison EV desires to provide for the installation
of the Charging Station in accordance with the Project
Description.
IL258075.31 //
E. Owner and Edison EV have concurrently entered into
a Charging Station Access and Maintenance Agreement (the "Access
and Maintenance Agreement") relating to the Charging Station.
NOW, THEREFORE, for valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Owner and Edison
EV agree as follows :
1. Installation of the Charging Station.
a. Installation Obligation. Owner hereby
acknowledges its approval of the Project Description. Edison EV
agrees to provide and/or arrange for the design, construction and
installation of the Charging Station consistent with the Project
Description, including hiring or referring of contractors and
subcontractors, as appropriate. Prior to the commencement of the
installation of the Charging Station, Edison EV will submit to
Owner a set of plans and/or construction drawings for Owner' s
reasonable review and approval . In the event Edison EV
determines that it is necessary or desirable to modify or amend
the Project Description or any subsequent plans or drawings
submitted to Owner in any material way, Edison EV shall submit
such proposed modification to Owner for review and approval .
Additionally, in the event that Edison EV determines that it is
unfeasible or impractical to install the Charging Station as
described in the Project Description or the plans and
construction specifications, Edison EV and Owner may agree to
install the Charging Station in an alternative location on the
Property; alternatively, Edison EV shall have the right to
terminate its obligations under this Section 1 (a) pursuant to
Section 1 (c) of this Agreement .
b. Cost. The cost for the purchase and
installation of the Charging Station shall be entirely paid
through contributions from SCAQMD, SANBAG, ROTC, Edison EV and/or
others (collectively, the "Funding Parties" ) , and Owner shall be
under no obligation to pay all or any part of such purchase and
installation costs. Owner' s contribution toward the TCMs shall
consist of (1) the provision of 2 dedicated parking space (s)
for electric vehicle charging, (2) the allocation of V
parking spaces, which will be provided with wiring and circuits
hereunder, to facilitate the installation of additional electric
vehicle charger (s) in the future, and (3) the contribution of the
sum of six hundred dollars ($600 . 00) toward the advertising and
promotion of the grand opening of the electric vehicle charging
program, which will be expended as directed or approved by Edison
EV.
C. Termination. The obligations of Edison EV
and Owner under Section 1 (a) shall terminate on the earlier of
(i) notice to Owner from Edison EV that it is unfeasible or
impractical to install the Charging Station as specified in the
Project Description or the construction plans and specifications,
or (ii) mutual written agreement of Owner and Edison EV.
Termination in accordance with this Section is hereby deemed not
to be a breach of this Agreement . Upon such termination, Edison
11.258075.31 2 IA�
,,. EV agrees to execute and deliver to Owner such releases as may be
necessary to confirm or effect such termination, and to
relinquish any rights or claim to the Property or the remaining
improvements . Additionally, upon such termination, Owner and
Edison EV agree that Edison EV shall remove the electric vehicle
charger (s) and restore the surface of the Charging Area to a
condition reasonably equivalent to its condition as of the date
hereof, and Owner agrees to execute and deliver to Edison EV such
documents and releases as may be necessary in accordance
therewith, including documents necessary to transfer title to the
electric vehicle charger (s) to the designee of Edison EV.
d. ownership. Upon completion of the
installation of the Charging Station (the "Completion Date" ) , the
Charging Station and all other improvements made to the Property
by Edison EV, its employees, contractors, subcontractors, agents
and service providers will become the property of Owner. Edison
EV will execute any documents necessary to evidence such transfer
of title .
e. Restriction on Transfer and Alteration.
Before August 31, 1999, Owner agrees it will not sell or
otherwise convey the electric vehicle charger (other than in _
connection with a sale or conveyance of the entire Property) , and
will not alter the Charging Station or the Charging Area.
2 . Grant of License.
a. License. Owner hereby grants to Edison EV
and Edison EV hereby acquires a license in, over, upon, under,
across and through the Property to be used at any time and from
time to time to construct, install, inspect, test, modify, use,
replace and/or remove the Charging Station and any other related
improvements to the Property made hereunder (the "License" ) . The
License shall be personal to Edison EV. Edison EV shall have
full and complete access to the Charging Station, including such
information or equipment as is necessary to such access .
Edison EV is : b. Nature of License. The License granted to
(1) Temporary. The License hereby granted
shall expire on the earliest of (A) the Completion Date, (B) the
date all actions specified in Section 1 (c) hereof have been
completed following a termination pursuant to Section 1 (c) , 'or
(C) December 31, 1996 .
(2) Limited to Use by Edison EV. The License
is hereby specifically limited to use by Edison EV and its
invitees, employees, contractors, subcontractors, agents and
service providers .
(3) Nonexclusive. Owner retains the right
to use and to grant to others the nonexclusive right to use the
Property for any and all lawful purposes, provided such use shall
n 1.01
not materially and unreasonably interfere with the installation,
maintenance and/or use of the Charging Station.
(4) Subiect to Existing Conditions. The
License is subject to all leases, easements, licenses, covenants,
conditions, restrictions, reservations, rights, rights-of-way,
and other matters of record, apparent or of which Edison EV has
actual notice, as such matters now or hereafter affect the
Property or the Charging Station.
3 . Permits . Edison EV shall obtain or cause to be
obtained all governmental approvals and permits (the "Permits" )
necessary for the installation of the Charging Station. Owner
agrees to cooperate with Edison EV in connection with obtaining
the Permits, including the execution of such documents in
connection with Owner' s ownership of and title to the Property as
are deemed necessary by the appropriate governmental authorities .
4 . Indemnification. Owner agrees to indemnify and
hold harmless each of the Funding Parties and Edison EV, their
respective directors, officers, employees and agents from any and
all liabilities, obligations, claims, losses, lawsuits, damages,
injuries, costs and expenses (including reasonable attorneys'
fees and costs) , arising from (i) the negligent acts, negligent
omissions and willful misconduct of Owner, arising out of or in
connection with the installation, operation or condition of the
Charging Station and the Charging Area, and (ii) any personal or
property damage to third parties arising from third party use or
enjoyment of the Charging Station or the Charging Area, except to
the extent to which such liabilities, obligations, claims or
losses result from the negligent acts or willful misconduct of
such Funding Party or Edison EV, as the case may be, seeking
indemnification hereunder.
5 . Costs and Expenses. After the Completion Date,
all costs associated with the operation, maintenance and repair
of the Charging Station, including all periodic energy usage,
metering and customer service charges with respect to the
Charging Station, shall be the sole obligation of Owner. Edison
EV has agreed to provide certain maintenance services pursuant to
the terms of the Access and Maintenance Agreement .
6. Amendment, Extension or Modification. This
Agreement may only be amended, extended or modified in a writing
executed by Owner and Edison EV. Owner hereby agrees to
cooperate to amend or modify this Agreement as may be required in
connection with the issuance of the Permits or as may be required
from time to time by any governmental entity having appropriate
jurisdiction, provided that such amendments or modifications do
not have a material adverse effect on the rights of Owner under
this Agreement .
7 . Notices. Any notice or other communication with
respect to this Agreement or the License shall be in writing and
shall be delivered personally (including by means of a
11-1,,.11 11 A I /�
professional messenger service) or sent by registered or
certified mail , postage prepaid, return receipt requested, or by
a reputable private delivery service (such as Federal Express)
that generally guarantees overnight delivery, to the addresses
set forth below. All notices sent by mail will be deemed
received two (2) days after the date of the mailing.
If to Owner: Redevelopment Agency
City of San Bernardino
201 North "E" Street . Ste , 301
San Bernardino, CA 92401-1507
Telephone : (909) 384-5081
Telecopy: (909) 888-9413
If to Edison EV: Edison EV
515 South Figueroa Street, Suite 950
Los Angeles, CA 90071
Attn: Rick Starkweather
Telephone : (213) 452-4614
Telecopy: (213) 452-4699
8 . Waiver; Remedies. No delay on the part of any
party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver
on the part of any party hereto of any right, power or privilege
hereunder operate as a waiver of any other right, power or
privilege hereunder, nor shall any single or partial exercise of
any right, power or privilege hereunder preclude any other or
further exercise thereof of any other right, power or privilege
hereunder.
9 . Headings. The Section and paragraph headings of
this Agreement are for purposes of reference only and shall not
be used for limiting or interpreting the meaning of any
paragraph.
10 . Governing Law. This Agreement shall be construed
and enforced in accordance with the laws of the State of
California.
11. Contractor Information. Contractors are required
by law to be licensed and regulated by the Contractors' State
License Board. Any questions concerning a contractor may be
referred to the Registrar, Contractors' State License Board, 9835
Goethe Road, Sacramento, California. Mailing Address : P .O.. Box
26000, Sacramento, CA 95826 .
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12 . Entire Agreement. This Agreement contains the
final agreement between Owner and Edison EV relating to the
rights herein granted and the obligations herein assumed. Any
oral representations or modifications concerning this Agreement
shall be of no force and effect excepting a subsequent
modification or amendment in writing signed by Owner and Edison
£V.
IN WITNESS WHEREOF, the parties have executed this
Agreement the day and year first above written.
"OWNER"
Redevelopment Agency
City of San Bernardino
By:
Name : Tom Minor
Title : Chairman
"Edison EV"
Edison EV,
a California corporation
State Contractor' s License
No: 722391
By:
Name :
Title .
EXHIBIT "A"
DESCRIPTION OF THE PROPERTY
EXHIBIT "B"
PROJECT DESCRIPTION
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