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2.5 ERMUSR 11-13-2018Elk River: Municipal U UTILITIES COMMISSION MEETING TO: FROM. ERMU Commission Tom Sagstetter — Conservation and Key Accounts Manager MEETING DATE: AGENDA ITEM NUMBER: November 13, 2018 2.5 SUBJECT: License Agreement — Coborn's, Incorporated ACTION REQUESTED: Approve the License Agreement by and between Coborn's, Incorporated and ERMU BACKGROUND: ERMU installed a DC Fast Charger electric vehicle charging station at the fuel station that Coborn's added to their parking lot in late 2017. The charging station is part of the grant project that is partially funded by the American Public Power Association. DISCUSSION: The License Agreement allows for the installation of a ChargePoint DC Fast charger and electric service conductors at two parking spaces located in the fuel station area along Evans St. NW. The two parking spaces are identified as electric vehicle parking only. Coborn's provided the signed License Agreement on October 26, 2018 ATTACHMENTS: • License Agreement between Coborn's, Incorporated and ERMU Page 1 of 1 cm LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made this day of DC�¢ 2018, by and between Cobom's Incorporated, located at 1921 Coborn Boulevard, St. Cloud, Minnesota ("Licensor") and Elk River Municipal Utilities ("Licensee"). RECITALS Licensor operates a grocery store at 19425 Evans Street NW, Elk River, MN and Licensee has requested Licensor to grant a license to Licensee to use that portion of the Licenser's parking lot designated as the "License Area' on Exhibit attached hereto for the limited purpose of installing an electric vehicle charging station. Licensor has agreed to grant such a license. NOW, THEREFORE, in consideration of the Recitals and the agreements contained herein, Licensor and Licensee agree as follows: 1. License. Licensor hereby grants to Licensee, subject to the terms and conditions of this Agreement, an exclusive license (the "License") to use the License Area for the purpose of installing a 480-volt level three DC Fast charging station (the "Equipment"). 2. No Interest in License Area. Licensee acknowledges and agrees that this Agreement does not grant Licensee any estate or other interest in the License Area or any part thereof, except the License expressly described herein. 3. Limitation of Liability. Licensor does not warrant that the License Area is suitable for the purposes for which it is permitted to be used under this Agreement. Licensor shall not be responsible or liable to Licensee for any loss or damage to Licensee or its property, or anyone claiming by or through Licensee, and Licensee assumes all risk of loss or damage to Licensee's property located in the License Area. 4. Eguimnent, Maintenance and Utility Cost. a. Equipment. Licensee is responsible for all costs associated with the acquisition, installation, maintenance, repair and/or removal of the Equipment. 39 b. Maintenance. Licensee acknowledges that the License Area is in good order, condition and repair, and agrees that its use of the License Area will comply with all applicable laws, rules and regulations and that Licensee shall maintain the License Area in a similar condition that the License Area is in on the date hereof, and not commit any nuisance or waste on the License Area. Licensor shall plow and maintain the surface of the License area in a similar fashion as the Licensor's surrounding parking area. C. Utility Cost. Licensee is responsible for all utility costs associated with the use and operation of the Equipment. 5. Compliance with Laws. The Parties shall not commit or permit any act to be performed on the License Area or omission to occur which will be in violation of any statute, regulation or ordinance of any governmental body or which will be in violation of any insurance policy carried on the License Area by Licensor. 6. Assiffiability and Transfer. a. By Licensor. This Agreement shall run with the title to the Licensed Area and shall automatically be transferred to the new owner if ownership of the Licensed Area changes. b. By Licensee. Before assigning or transferring its rights under this Agreement to a third party, Licensee shall offer to Licensor the right to acquire the Equipment at the same price Licensee would receive from the third party. Licensee shall give Licensor written notice of its intent to assign or transfer this Agreement to a third party and the price to be paid for the Equipment by the third party. Licensor shall have thirty (30) days from the date of the notice to exercise its right to acquire the Equipment. If Licensor has not agreed, in writing and within thirty (30) days of Licensee's written notice, to acquire the Equipment at the price stated in the written notice, then Licensee may proceed to assign or transfer this Agreement to the third party without approval from Licensor. Upon such an assignment or transfer, this Agreement shall remain in effect and shall become enforceable against the assignee or transferee, and Licensee shall have no further liability to Licensor. 7. Term and Termination. This License shall be for an initial term of ten (10) years, beginning on the date first written above and may only be terminated during the initial term by Licensee or by written agreement of the Licensor and Licensee. Following the initial term, this License shall remain in effect until terminated by either party. Licensor may terminate this agreement after the initial term upon ninety (90) days written notice to Licensee. Licensee may terminate this Agreement at any time, upon written notice to Licensor. Licensee shall remove all of Licensee's property from the License Area and return the License Area to its existing condition by the effective date of a termination. 8. Miscellaneous Provisions. a. Notice Addresses. All notices shall be sent by registered or certified mail addressed as follows: Licensor: Cobom's Incorporated 1921 Cobom Boulevard St. Cloud, MN 56301 Licensee: Elk River Municipal Utilities 13069 Orono Parkway Elk River, MN 55330 Either party may, by such notice, designate a new or other address to which notice may be mailed. b. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota. 3 41 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date fast written above. LICENSOR: COBORN'S, INCORPORATED By: .� Its: fi, i7 li LICENSEE: ELK RIVER MUNICIPAL UTILITIES Its: President By: n 1 /L- - Its: General Manager S-1 LL FA 1.I:M- ._ Depiction of the License Area A-1 Ex § k 3 Ev.