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2.5 ERMUSR 03-13-2017 Elk River Municipal Utilities UTILITIES COMMISSION MEETING TO: FROM: Elk River Municipal Utilities Commission Theresa Slominski—Finance and Office John Dietz, Chair Manager Allan Nadeau, Vice-Chair Tom Sagstetter— Conservation and Key Daryl Thompson, Trustee Accounts Manager MEETING DATE: AGENDA ITEM NUMBER: March 13, 2017 2.5 SUBJECT: Demonstration of Energy&Efficiency Developments Grant Agreement and Resolution— American Public Power Association BACKGROUND: At the December 13, 2016 Commission Meeting the Conservation and Key Accounts Manager staff update stated that"ERMU has received and accepted the American Public Power Association Demonstration of Energy&Efficiency Development Program (APPA DEED Grant) for electric vehicle charging stations and fleet vehicle assessments for the utilities and City." This agreement was signed on December 14, 2016. DISCUSSION: As part of our annual audit, a legal compliance review is completed. In this process it was noted that we accepted the above grant but never brought it forward via a resolution. While the law is not specific about grants, it was recommended that we follow this process. A resolution has been created and attached for your approval. The grant agreement is also attached for your review. ACTION REQUESTED: Staff recommends adoption of Resolution 17-1, authorizing ERMU to enter into a Grant Agreement for the APPA DEED Grant. ATTACHMENTS: • Proposed Resolution Authorizing ERMU to Enter into a Grant Agreement with the APPA. • DEED Grant Agreement POVEREO 01 x NATURE Reliable Public Power Provider POWERED To SERV E 61 RESOLUTION NO. 17-1 BOARD OF COMMISSIONERS ELK RIVER MUNICIPAL UTILITIES A RESOLUTION AUTHORIZING THE ELK RIVER MUNICIPAL UTILITIES TO ENTER INTO A GRANT AGREEMENT WITH THE AMERICAN PUBLIC POWER ASSOCIATION WHEREAS, the Elk River Municipal Utilities (ERMU) has applied for, and been awarded, a grant from the American Public Power Association (APPA) under the Demonstration of Energy and Efficiency Development Program to provide fast EV charging as part of the Green Step Cities Initiative; and WHEREAS, ERMU is committed to implementing the proposed Project as described in the APPA Grant Agreement; and WHEREAS, the APPA requires that ERMU enter into a Grant Agreement with APPA that identifies the Terms and Conditions of the Grant. NOW, THEREFORE, BE IT RESOLVED that ERMU hereby agrees to enter into a Grant Agreement and sign a Grant Agreement with the APPA to carry out the Project specified therein and to comply with all of the Terms, Conditions, and Budget of Grant Agreement and authorizes and directs the ERMU Conservative and Key Accounts Manager to sign the Grant Agreement on its behalf. This Resolution Passed and Adopted by the Board of Elk River Municipal Utilities this 13th day of March, 2017. John J. Dietz, Chair Troy Adams, P.E., General Manager 62 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative This Grant Agreement("Agreement")is made and entered into by and between the American Public Power Association("APPA")and Elk River Municipal Utilities(ERMU)("Grantee"and,collectively with APPA,the"Parties"). WHEREAS,the Board of Directors of the APPA has established the Demonstration of Energy& Efficiency Developments("DEED")program which is dedicated to improving the operations and services of public power utilities by supporting and demonstrating its members' innovative activities through research,funding and education; WHEREAS,Grantee has submitted a proposed demonstration project,in a DEED proposal submitted on 8/15/2016,which is incorpora ' F 1 by reference,with data including a project description,the rationale,schedule,and estimat 4 0 the'-,-;415.0 together with a statement of why the project is widely applicable to members of AP i d suppo 'k1,4j finical material; WHEREAS Grantee has agreed to s. 'ED Board ctor's request to: Consult with DEED Board Direct. ' ert Jagusch L6 "r of Engineering and Policy Analysis, Minnesota Municipal Utilities Association,r'a so . (612)840-9697 regarding this A F�" proposal's set up as a research project. ' WHEREAS,the DEED Board of Directors has did the proposed project to be meritorious and worthy of a DEED Grant; NOW,THEREFORE,the P re -4: foil- .r_ - 1.Funding. APPA will supply a DEED Grant in the amount of$40,000.00 to Grantee. Payment shall be made within 30 days of receipt of invoice at APPA,as further described in Sections 9 and 10. 2.Project and Project Personnel. The project to be undertaken by Grantee is as follows: Market transformation can only happen with education of the public and this program is designed to answer the questions and relieve the anxiety about electric vehicle(EV)technology,as well as promote EV infrastructure and vehicle purchasing. Elk River Municipal Utilities(ERMU)plans to partner with the City of Elk River and the local Cornerstone Ford dealership to promote EV technology and adoption, Page 1 of 12 63 { Demonstration of Energy& Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative build utility load and create load control,provide value to customers by providing new,innovative technology,and improve local air quality. The campaign will consist of rebates to ERMU customers for installing 240 volt EV charging stations in their homes as well as reduced charging rates.Advertising through social media,flyers,news stories,the City Cable Channel,and vehicle advertisement wraps will help promote the campaign. ERMU will partner with the city of Elk river with a level 2 charging station in a city public parking lot,and a DC Fast Charger at a partner local gas station and deli. FleetCarma will also do a fleet assessment of 20 city and utility vehicles to provide the data of savings if converted to electric fleet vehicles versus gas vehicles which will aid the city and utility in purchasing electric fleet vehicles. DEED funds will be used to pay for FleetCarma study including a fmal report,and ERMU marketing materials including signs,mailings,vehicle wrapping,web design,handouts,a final report and a video of the project.,as more fully described in the Grantee's proposal ERMU PARTNERS WITH CITY OF ELK RIVER AND LOCAL BUSINESSES TO PROVIDE FAST EV CHARGING AS PART OF GREEN STEP CITIES INITIATIVE. The benefits and deliverables of this project include:Data showing greenhouse gases saved through EV adoption,fleet savings capabilities,number of EV drivers after installation of fast chargers, behavioral changes of fleet drivers,utility customers,and local car dealerships,and marketing plan implementation. FleetCarma final report showing fleet analysis and EV suitability for fleet. Implementation of EV infrastructure with innovative ChargePoint technology. Education and outreach will include an interactive EV webpage where people can share their EV story,post pictures,blogs,and connect about EV technology. A final video documenting the project will also be provided and shared beyond the customer base.Reduction of greenhouse gas emissions and improved air quality. Through our marketing plan residents will learn about the greenhouse gas reduction as a result of driving an electric vehicle. The city will also participate in learning about the reduction that is possible by a having fleet assessment completed and adopting the first electric vehicle. This is an opportunity to bring the community together to embrace this new technology,by partnering with businesses,asking for residents Page 2 of 12 64 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative to interact and share their stories,and educating residents about the electric vehicle technology.A model for other small public utilities interested in EV technology.ERMU will prepare a report and coordinate webinars with other utilities to help walk them Through the process of installing charging stations and marketing electric vehicle technology to their communities.ERMU will provide an outline of EV charging and vehicle implementation to be used as a tool for other utilities.Municipal Fleet Guide:This guide will be a resource for other communities and fleets for top fuel efficiency The proposal, as well as the document DEED Grant Requirements containing instructions related to preparing and submitting Quarterly Reports,Final Reports,and Summary Abstracts,are incorporated herein by reference and made a part of this Agreement. It is understood that the key personnel of this project are: Tom Sagstetter,Conservation and Key Accounts Manager,Elk River Municipal Utilities(ERMU). 3.Term. The DEED Grant shall commence on the date of Agreement execution. The Grantee is required to complete the project as approved by the DEED Board of Directors by 05/01/2018 as noted in the proposal. Any changes to the completion date must be addressed as further described in Section 6. 4.Subcontractors. If Grantee proposes to hire a subcontractor to work on the project and such subcontractor is not identified in Grantee's original project proposal,Grantee shall request APPA's written permission to do so. In addition,Grantee shall ensure that APPA's rights under this Agreement are not diminished inished by the use of a subcontractor. Any agreement between Grantee and a subcontractor shall incorporate the terms and conditions of this Agreement,as necessary. At a minimum,any such agreement between Grantee and a subcontractor shall require a subcontractor; (a)to maintain books,records,and other documents and appropriate accounting procedures and practices sufficient to reflect receipt and disposition of project funds and total costs(direct and indirect)of the project,to retain such books,records and other documents until the expiration of Page 3 of 12 65 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative three years from the date of final payment or completion of the project,and permit inspection and audit of such books,records or other documents by APPA or its contractors; (b)not to delegate or transfer to another party the responsibility for carrying out the project or the use of project funds unless approved in writing by APPA and Grantee; (c)to notify the Grantee and APPA of all proposed major project changes(such as those identified in Section 6 of this Agreement)in a manner consistent with the provisions of that Section,and to provide an opportunity for APPA and Grantee to disapprove any such changes in a manner consistent with the provisions of Section 6 of this Agreement; (d)not to terminate the project except for good cause,and if APPA or Grantee fords that the subcontractor has terminated the project work without good cause,all funds paid by Grantee to the subcontractor shall be returned,at the discretion of APPA,to Grantee or to APPA; (e)to return unexpended funds to Grantee or APPA,as determined by APPA, in the event that the work is terminated for good cause or the work is completed prior to expenditure of all funds;and No project shall be commenced without an agreement in the form of Attachment A signed by the subcontractor. Grantee shall provide APPA with a copy of the agreement between Grantee and the subcontractor(including Attachment A)before any payment of the DEED Grant award will be made. 5.Accounting and Records. Accounting for project funds(including receipts,Grantee or other contributions,and expenditures)will be in accordance with generally accepted accounting principles and practices,consistently applied,regardless of the source of funds. Grantee shall maintain books,records,documents,and other evidence and accounting procedures and practices sufficient to reflect properly(a)the amount,receipt,and disposition by Grantee of all assistance received for the project and(b)the total cost of the project,including all direct and indirect costs of whatever nature incurred for the performance of the project. Page 4 of 12 66 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative Grantee's facilities or such facilities as may be engaged in the performance of the project for which the DEED Grant has been awarded,and records shall be subject at all reasonable times to inspection and audit by APPA. Grantee shall preserve and make its records available to APPA until the expiration of three years from the date of final payment or completion of the project under this DEED Grant,whichever is later. All APPA assistance received by Grantee pursuant to this Agreement shall be expended by Grantee solely for carrying out the approved project. Grantee may not delegate or transfer responsibility for the use of such funds. Grantee shall comply with all terms and conditions of the DEED Grant,to use grant funds efficiently and effectively within the approved budget,and to supervise completion of the project in a diligent and professional manner. This responsibility may be neither delegated nor transferred without written permission by APPA. 6.Project Changes. Grantee shall promptly notify APPA in writing by e-mail to DEED@PublicPower.org or by certified mail(return receipt requested)of all proposed major project changes,including,but not limited to: (a)major changes in the technical plans or specifications for the project; (b)acceleration or deceleration in the time of performance of the project,or any major phase thereof; (c)major changes that may increase or decrease the total cost of a project; (d)major changes that may affect the approved scope of a project;and (e)major changed site conditions affecting the project. APPA may disapprove project changes in writing not later than three weeks after receipt of notice. Failure of Grantee to give notice,or disapproval by APPA of the proposed change,shall result in disallowance of costs incurred that are attributable to the change. Approved project changes that do not substantially alter the objective or scope of a project may give rise to grant amendments to increase or decrease the dollar amount,the term,or other provisions of • Page 5 of 12 • 67 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative the DEED Grant. A DEED Grant amendment shall be effected only by a written amendment to this Agreement signed by both Parties. Requests for modifications from this Agreement shall be submitted as far in advance as the exigencies of the situation will permit. Each request for a modification shall contain at a minimum: (a)A full description of the modification and the circumstances in which it will be used; (b)A description of the intended effect of the modification;and (c)Detailed reasons supporting the request,including any pertinent background information that will contribute to a better understanding of the modification sought. 7.Termination. If,without written notification to APPA,the project has not been initiated within six months of the effective date of this Agreement,the project will be subject to termination by the DEED Board of Directors. Grantee shall not terminate the project except for good cause. If APPA finds Grantee has terminated the project work without good cause,then it shall terminate the DEED Grant award,and all APPA grant funds previously paid to Grantee shall be returned as final settlement. In the event the project is terminated for good cause or completed prior to expenditure of all funds provided by APPA,the proportionate share of APPA's DEED Grant shall be refunded. Notwithstanding anything to the contrary in this Agreement,APPA may terminate this Agreement at its option with or without cause by providing written notice to Grantee. Unless otherwise stated in the termination notice,termination shall be effective upon receipt of the notice. After the effective date of termination,neither Party shall have any further obligation to the other under this Agreement except for Grantee's obligations under the provisions where a continuing obligation is implied,and APPA's obligation to pay Grantee a portion of the Agreement's fixed price equal to the percentage of work required by the Agreement that is actually completed. Grantee shall deliver to APPA or its designee(s)upon request all information and work in tangible form created or compiled by Grantee or its subcontractor(s)in performing services under this :. Agreement. Page 6 of 32 68 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative 8.Press Release. Press releases and other public dissemination of information by the Grantee shall acknowledge APPA support of the project through a DEED Grant. 9.Reports. Grantee shall prepare and submit to APPA quarterly project reports according to directions in the document DEED Grant Requirements. These reports will be posted to the DEED project database,located on APPA's website for viewing by DEED members. Capturing the project in photos is encouraged. Electronic copies of project photos taken during the course of the project term shall be submitted to DEEDQPublicPower.org. By submitting project photos to APPA,Grantee grants to APPA a non-exclusive limited worldwide license to use the project photos online and offline for promotional purposes. According to instructions in the document DEED Grant Requirements,Grantee also shall submit to APPA/DEED:(1)an acceptable,detailed final report relating to the conduct and results of the approved project,describing activities,cost,bibliography,achievements,problems,results,and recommendations,to be submitted within six(6)months of project completion;and(2)a completed "DEED Project Summary Abstract;"and(3)any other deliverable as described in Grantee's original proposal or grant approval letter. APPA will withhold 25 percent of the DEED Grant award pending satisfactory completion of said report and abstract. In the event the final report and abstract are not provided by the Grantee by the due date,APPA may complete the final report and/or abstract itself or hire a third party to do so. APPA may utilize up to the 25 percent withheld to pay for the costs of production and reduce the amount otherwise available to Grantee in the same amount. 10.Payment. The standard method of project payment shall be based on invoices for work completed to date. No more than 25 percent of the total DEED Grant award may be provided to Grantee at the inception of the project except in rare instances when the DEED program administrator may increase this amount up to a total of 50 percent due to special circumstances. 11.License.Grantee hereby grants APPA a nonexclusive,royalty-free,perpetual,worldwide, irrevocable license to use,copy,publish,create derivative works,distribute,market and support,in all Page 7of12 69 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative mediums including APPA's website,all information,materials and work product,including reports, abstracts,videos,guidebooks,software programs,documentation, and other deliverables,created pursuant to this Grant(collectively,the"Work"). Any software programs especially developed by Grantee or its Subcontractors during the course of the project,or substantially modified for use in the project,shall be supplied to APPA in a form that may be used by others independently of Grantee's proprietary programs or computer configurations. The Grantee shall incorporate a Section setting forth the substance of this Section 11 in its agreement with the Subcontractor. Contracts between Grantee and its Subcontractor participating in the project shall contain similar provisions. 12.Representations and Warranties. Grantee represents and warrants for itself and any subcontractors that: (a)The Work and Subcontractor Work Product are original and do not infringe on the intellectual property rights of any third party,or constitute defamation,invasion of privacy,or the violation of any right of publicity or any other right of any party;(b)Grantee and subcontractor has obtained all necessary licenses and/or permissions to use third party content that may appear in the Work and/or Subcontractor Work Product; (c)Grantee and any subcontractors shall maintain in strict confidence any confidential or proprietary information shared by APPA during the course of this Agreement,and such information shall not be disclosed to any third party,either directly or indirectly;and(d)Grantee has the unencumbered right to enter into this Agreement. Grantee agrees to defend,indemnify,and hold harmless APPA,its officers,directors,members,and employees for any losses,costs,damages,liabilities and expenses (including attorneys'fees and court costs)arising out of any breach of the warranties set forth in this Section 12. 13.Fees. Grantee also warrants that no person or agency has been employed or retained to solicit or secure this grant upon an agreement or understanding for a commission,percentage,brokerage,or contingent fee,excepting bona fide employees or bona fide offices established and maintained by Grantee for the purpose of securing grants or business. For breach or violation of this warranty,APPA shall Page 8 of 12 70 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative have the right to terminate this DEED Grant Agreement without liability or in its discretion to deduct from the grant award,or otherwise recover,the full amount of such commission,percentage,brokerage, or contingent fee. f� 14.Indemnifications. It is understood that this DEED Grant Agreement is not a joint venture and that Grantee is not an agent of APPA. APPA assumes no liability with respect to accidents,bodily E� injury,illness,breach of contract,or any other damages or loss,or with respect to any claims arising out of any activities undertaken with the financial support of the APPA DEED Grant,whether with respect to persons or property of Grantee or third parties. Grantee shall indemnify(including court costs and attorneys'fees)APPA if APPA is made a party to any litigation,arbitration,mediation or negotiations for activities connected with this DEED Grant Agreement,unless APPA,its employees or agents are found to be grossly negligent or otherwise directly at fault. 15.Taxes. Except with respect to taxes which may be due as a result of income to APPA, Grantee and any subcontractor shall be responsible for payment of all taxes for which Grantee, subcontractor or APPA may be liable in connection with this Agreement,including any sales,use,or other tax owed for work products delivered or services performed by Grantee or a subcontractor in connection with this Agreement. Except as required by law,APPA shall not withhold federal,state or local income tax,or any other tax,from any payment to Grantee pursuant to this Agreement. Page 9of12 71 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative The Parties hereto have executed this Agreement,effective as of the D ‘-' day of De&A,12-0 ,201(e American Public Power Association DEED Program Elk River Municipal Utilities: Name:(ntai !ti Cktle0 n Name:Thomas J. agstetter � j Signature. // a/4, /:L Signature: , Title: o Q ��a0 Title:Conservation and Key Accounts Date: 11'2D\t0I(S) Manager Date: #9//e.ei Page 10 of 12 72 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative ATTACHMENT A License Agreement: Agreement made by and between 1) [a United States Citizen residing at and born in 19 1 or F+ee i�Caervict 2) [a corporation located and doing 60 041.64 Aa business atWekri o,0N.Cahack 1 (hereinafter referred to as the "Subcontractor") and, American NW 2 SS Public Power Association, a corporation of the District of Columbia located and doing business at 1875 Connecticut Avenue, Northwest, Washington, D.C., 20009 (hereinafter referred to as "Commissioning Party"). WHEREAS,the Subcontractor is not an employee of the Commissioning Party;and WHEREAS,the Subcontractor was commissioned by the Commissioning Party to create (project name) flee:1- ElteinC Velv'c(e Sv,I'zdi Lly AsseSSe c4+(hereinafter the "Subcontractor Work Product")at the request of and for the benefit of the Commissioning Party. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties acknowledge,the parties agree as follows: 1. Subcontractor grants APPA a nonexclusive,royalty-free,perpetual,worldwide, irrevocable license to use, copy,publish, create derivative works, distribute, and market in all mediums including APPA's website,the Subcontractor Work Product. 2. Subcontractor represents and warrants to the Commissioning Party the following: a) that the Subcontractor Work Product is original and does not infringe the intellectual property rights of any third party, or constitute defamation, invasion of privacy, or the violation of any right of publicity or any other right of any party; b)Subcontractor has obtained all necessary licenses and/or permissions to use third party content that may appear in the Subcontractor Work Product; 73 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative c) Subcontractor shall maintain in strict confidence a confidential or proprietary information shared by the Commissioning Party during the course of this Agreement, and such information shall not be disclosed to any third party,either directly or indirectly;and d) Subcontractor has the unencumbered right to enter into this Agreement. 3. Subcontractor shall indemnify and hold the Commissioning Party,its officers,directors,members and employees harmless for any costs,including,but not limited to,attorneys fees,which arise out of any breach of the warranties set forth in Section 2. 4. Subcontractor hereby acknowledges that[it or he/she]is an independent contractor for purposes of this Agreement. 5. This Agreement may not be modified or amended unless it is in writing and signed by both parties. The parties hereto have executed this-Agreement as of the date indicated below. Subcontractor: CCossC/tq ttel 1 eahnola ie �nc p8o sF/ee'('Cq,PillOt, Name: v l nn Ott -4'lS Signature: g/(fly "' Title: CO Commissioning Party: American Public Power Association Name: O a(Ade 6 tit. dd,te (7 n Signature: .. ' Title: I Aringssimmort -1. or— On this ay of fleahv. er 20 I(. 74 } Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG-2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative ATTACHMENT A License Agreement: Agreement made by and between 1) [a United States Citizen residing at and born in 19 1 or Werner Electric Ventures,LLC 2) [a corporation located and doing business at7451)95th St S,Cottage Grove,MN] (hereinafter referred to as the "Subcontractor") and, American Public Power Association,a corporation of the District of Columbia located and doing business at 1875 Connecticut Avenue,Northwest, Washington, D.C., 20009 (hereinafter referred to as "Commissioning Party"). WHEREAS,the Subcontractor is not an employee of the Commissioning Party;and WHEREAS,the Subcontractor was commissioned by the Commissioning Party to create (project name) Project Quotation,BOM,Delivery and mfg.marketing collateral(hereinafter the "Subcontractor Work Product")at the request of and for the benefit of the Commissioning Party. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties acknowledge,the parties agree as follows: 1. Subcontractor grants APPA a nonexclusive,royalty-free,perpetual,worldwide, irrevocable license to use, copy,publish,create derivative works, distribute,and market in all mediums including APPA's website,the Subcontractor Work Product. 2. Subcontractor represents and warrants to the Commissioning Party the following: a)that the Subcontractor Work Product is original and does not infringe the intellectual property rights of any third party, or constitute defamation, invasion of privacy, or the violation of any right of publicity or any other right of any party; b)Subcontractor has obtained all necessary licenses and/or permissions to use third party content that may appear in the Subcontractor Work Product; 75 Demonstration of Energy&Efficiency Developments(DEED)Grant Agreement Elk River Municipal Utilities(ERMU) CG 2036 ERMU Partners with City of Elk River and Local Businesses to Provide Fast EV Charging as Part of Green Step Cities Initiative c) Subcontractor shall maintain in strict confidence a confidential or proprietary information shared by the Commissioning Party during the course of this Agreement,and such information shall not be disclosed to any third party,either directly or indirectly;and d) Subcontractor has the unencumbered right to enter into this Agreement. 3. Subcontractor shall indemnify and hold the Commissioning Party,its officers,directors,members and employees harmless for any costs,including,but not limited to,attorneys fees,which arise out of any breach of the warranties set forth in Section 2. 4. Subcontractor hereby acknowledges that[it or he/she]is an independent contractor for purposes of this Agreement. 5. This Agreement may not be modified or amended unless it is in writing and signed by both parties. The parties hereto have executed this Agreement as of the date indicated below. Subcontractor:Werner Electric Ventures,LLC Name: Randy Mober Signature: /`/ Title: Energy Services and Solutions Manager Commissioning Party: American Public Power Association Name: 1t��Pi(�f��-�C(41 i/! Signature: �''�L�si�.�71�.1,>►1����I�L%/.7a'J; ._l_ Title: I i flit r4 On this W `day of 0 ece,m,b C ry 2011p 76