HomeMy Public PortalAboutev contract.pdf 12/20/2021GEORGIA POWER COMPANY
CHARGING STATION LICENSE AGREEMENT
The City of Tvbee Island. a Georgia Municipality ("Licensor''), and GEORGIA POWER COMPANY, a Georgia
corporation ("GPC"), hereby enter into this Charging Station License Agreement (the "License') as of the day of
2021 (the "Effective Date"). In consideration of mutual benefits and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Licensor and GPC (collectively, the "Parties") acknowledge and agree as follows:
PART 1 LICENSE GRANT; COVENANTS
1.1 Premises: License Area. Licensor is the fee owner of the property known as North Beach parking lot located at Meddin
Drive and further described or depicted in Exhibit A attached hereto (the 'Premises"), and Licensor grants to GPC a
license to use that portion of the Premises identified in ExhibitA (the 'License Area) for the Charging Station (defined in
Section 3.1). At GPO's election, GPC may record this License or a memorandum of this License in the real property records. Licensor
acknowledges that GPC will make substantial expenditures to install the Charging Station in reliance upon the terms of this License.
1.2 Use of Other Portions of the Premises. During the Term (as defined in Section 2.1), Licensor also grants to GPC: (I) a
general ability to use the Premises for access to and from the License Area for construction, installation, maintenance, repair,
operation and use of the Charging Station; (ii) the right, but not the obligation, to provide GPC's customers access to the License
Area 24 hours per day, 7 days per week, and 3651368 days per year; except as deemed necessary by Licensor for purposes of
emergencies or public safety, provided that if any such closure lasts longer than 3 months, Licensee shall have the option to request
an alternate location and Licensor shall cooperate to provide such alternate location, and assist with reasonable relocation costs of
the Charging Stations; and (iii) the rights described in the form distribution easement attached hereto as Exhibit B in order to permit
GPC to install, operate, maintain and repair overhead and/or underground electric distribution lines and related facilities (including
electric distribution cabinets) in the Locations needed to serve the Charging Station.
1.3 Restrictive Covenants. During the Term, Licensor agrees that the Premises are subject to the following restrictive covenants:
() GPC and its customers will have vehicular and pedestrian access to and from the License Area at all times and Licensor will not
make or allow any material change to the vehicular or pedestrian access without providing 30 days' prior written notice to GPC;
(II) Licensor will not make or allow any change to the License Area without GPC's prior written consent; and (iii) GPC shall have the
exclusive right to provide vehicle charging and support services to drivers of electric plug-in vehicles (each an "EV") and EV-charging-
related services at the Premises. Licensor will incorporate item (ii) into all leases, licenses and other grants of rights affecting the
Premises.
PART 2 TERM; FEE; TERMINATION
2.1 License Term. The tern delis License (the 'Term") will commence on the date the Charging Station is first operational (the
"Commencement Date"), and unless extended per this Section 2.1 or terminated per Section 2.3, will end on the date which is ten
(10) years after the Commencement Date. Upon request by Licensor, GPC will provide written notice of the Commencement Date
to Licensor. Provided GPC is not in breach of the License, the Term will automatically renew for one five (5) year period unless this
License is otherwise terminated earlier under the terms stated herein.
2.2 License Fee. GPC will pay Licensor One Dollar ($1.00) per year for the use of the License Area, due and payable upon the
execution of this License. If the Term is extended per Section 2.1, GPC will pay Licensor One Dollar MIX)) for each year of the
extended Term on or before the end of the then current Term.
2.3 Termination. Licensor may immediately terminate this License for cause if GPC fails to perform any License obligation in
any material respect, and the breach continues uncured for 30 days after receipt of written notice. For the avoidance of doubt, GPC
shall continuously operate and maintain the Charging Stations in good order. GPC may immediately terminate this License upon
written notice, for any reason or for no reason. Promptly following expiration or termination, GPC will remove the Charging Station
from the License Area and will restore the area to its former condition, excluding ordinary wear and tear. Despite the previous
sentence, GPC, at its option, may cap off and secure, but not remove, any underground electrical wiring or conduit. Upon any
termination of this License, both Parties are relieved of any further obligation under this License, except for any obligation that by its
nature should survive or may require performance after termination.
PART 3 CHARGING STATION FACILITIES
3.1 Charaina Station Facilities. Each "Charging Station" includes all EV charging equipment; GPC signage; electrical
equipment, meters, hardware, and software; and supporting equipment and structures installed by GPC, including electric distribution
cabinets and equipment, concrete pads, and protective bollards. The number and approximate location of each Charging Station is
indicated in Exhibit A. GPC (itself or through contractors), at any time and for any reason during the Term, may upgrade, revise,
alter, swap, or remove all or part of any Charging Station in the License Area and may perform security assessments and install (or
add additional) reasonable security features, including lighting or cameras.
3.2 Sianaae. GPC may paint, place, erect, or project signs, marks, or advertising devices on or about the License Area or
elsewhere on the Premises, including signage on or around the Charging Station designating the area "EV Charge Parking."
3.3 Installation, GPC will retain all ownership rights in the Charging Station throughout the Term. GPC will have the right to
remove all or a portion of the Charging Station at any time during the Term or after License termination, whether or not the items are
considered fixtures or attachments to the License Area under applicable law.
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3.4 Operation and Maintenance. GPC, at its sole cost and discretion, will maintain and operate the Charging Station. GPC, in
its sole discretion, will determine the type and amount of userfees and method of payment to GPC. Licensor may not collect any fee
for use of the Charging Station. If there are operational or maintenance issues with the Charging Station, Licensor will not undertake
any repair; instead, Licensor will promptly contact GPC per Exhibit C attached hereto. GPC does not guarantee uninterrupted or
continual operation of the Charging Station and, in its sole discretion, may interrupt operation when necessary.
3.5 Licensor Obligations. Licensor, al its sole cost and expense, will take all action necessary to maintain the License Area in
a dean, safe, and orderly condition, to at least the same standard as it customarily maintains the Premises common areas, including
providing lighting and general security for the License Area. Upon notice to GPC, Licensor may install a parking meter and charge
parking fees above the standard rates for parking by gas powered vehides for use of the LicenseArea parking spots. Licensor shall
perform any such installation or work in a good workman -like manner and with a high commercial standard of care.
3.6 Property Taxes. GPC is solely responsible for personal property taxes imposed on the Charging Station. Ail other real or
personal properly taxes related to the License Area and the Premises are the sole obligation of Licensor.
PART 4 INTELLECTUAL PROPERTY; P UBLICITY
4.1 GPC Intellectual Property. As between the Parties, GPC retains ownership of all of GPC's "Intellectual Property" (each
copyright, patent, trademark, service mark, name, logo, design, domain name, trade secret, know-how, and each unique concept,
data, or knowledge eligible for legal protection as intellectual property under applicable law). Licensor has, and will obtain, no right in
any GPC Intellectual Property. Each reference to GPC in this Section 4 includes its parent, Southern Company. and its affiliates. Any
document in any format prepared by or under the direction of GPC in connection with construction, installation, or maintenance of a
Charging Station is solely and exclusively GPC Intellectual Property
4.2 Publicity. Licensor may not use GPC's name or any GPC Intellectual Property without GPCs prior written consent. No
publication or promotional material may claim or imply that GPC endorses Licensor's business, brand, products, environmental
attributes, or Licensor generally. Licensor agrees that it will not place a logo, trademark, service mark, or advertising device on any
portion of the Charging Station or in the LicenseArea without GPC's prior written consent. GPC may advise mapping services, vehicle
navigation system manufacturers. or smart phone application developers of the existence of the Charging Station at the License
Area. To promote and inform the public about the Charging Station, GPC may disclose to the public information about the location of
the Charging Station and its status and may use the business name (or project or shopping center name as designated by Licensor)
and address of the License Area in promotional materials, websites, and maps. With Licensor's prior written consent, GPC may use
Licensor's logo, trademark, or service mark in promotional materials, websites, or maps.
PART 5 LICENSOR REPRESENTATIONS, WARRANTIES AND COVENANTS
Licensor represents, warrants, or covenants that: (€) it has or will obtain any consent or approval required for Licensor to enter into,
grant the rights in. and perform its obligations under, this License, and for GPC to take the contemplated actions with respect to the
LicenseArea, from any third party: (a) with an interest in the Premises: or (b) whose consent is required under conditions, covenants,
or restrictions documents or declarations affecting the Premises; (ii) there is no lien, judgment, encumbrance, or other impediment of
title on the Premises that would adversely affect use of the LicenseArea by GPC per this License; and (iii) it will maintain the Premises
free of any Lien, judgment, encumbrance, or impediment throughout the Term.
PART 6 INSURANCE
6.1 GPC Insurance, During the Term, GPC will maintain, at its cost and expense, the insurance coverage it is required to maintain
by the Georgia Public Service Commission. In all events, GPC will be entitled to self -insure.
6.2 Licensor Insurance. Licensor, at its expense, must procure and maintain in effect without interruption throughout the Term
insurance policies providing at least the following coverages and limits:
(I) Commercial general liability ("CGL') (or a combination of CGL and excess/umbrella Ilabifrty) insurance on an occurrence
(not claims made) basis, providing coverage of at least $2 million for any one occurrence in or about the Premises (including
the License Area), and $2 million in the annual aggregate, including broad form contractual liability coverage,
products/completed operations coverage for 2 years, broad form bodily injury and properly damage coverage, and severability
of interest for each insured; and
(ii) Statutory worker's compensation insurance and employers liability insurance of $500,000 per accident/per employee.
For any of the above Insurance requirements, Licensor may utilize the Georgia Municipal Risk Agency/GIRMA and GPC hereby
accepts such coverage as adequate to meet the requirements under this License, which proof of coverage shall be provided from
time to time upon GPC request.
6.3 Intentionally deleted.
PART 7 BROKERS; ATTORNEYS' FEES; REMEDIES
7.1 Brokers. Each Party represents to the other that it has not dealt with any broker in connection with this License. Each Party
will indemnify and hold harmless the other against and from any loss, cost, damage or fee (including reasonable attorneys' fees)
resulting from any inaccuracy of this representation and warranty.
7.2 Attorneys' Fees. If either Party sues the other for violation of, or to enforce any provision of, this License, the prevailing Party
will be entitled to reimbursement of all its costs and expenses, including reasonable attorneys' fees.
7.3 Remedies. Licensor specifically agrees that if the covenants in Section 1 are breached, damages will be very difficult, if not
impossible, to ascertain. Accordingly, in addition to any other remedy allowed by law, the Parties agree that each covenant will be
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enforceable in equity. The rights and remedies provided by this License are cumulative and are additional to any right under applicable
law or in equity; the use of any right or remedy by a Party does not preclude or waive its right to use any other remedy.
PART 8 MISCELLANEOUS
8.1 Relationship of the Parties; Force Majeure. The Parties are independent contractors in performance of this License. This
License: (1) creates no joint venture, partnership, fiduciary, or agency relationship for any purpose; (ii) confer s no right or remedy on
any person other than the Parties and their respective successors or permitted assigns; and (iii) creates no contractual relationship
with, or cause of action for, any third party. Any renewable energy credit, allowance, or other indicator of environmental benefit
attributable to presence of a Charging Station an the Premises during the Term belongs to GPC. Rights and obligations in this License
are independent from any other agreement between the Parties. Neither Party is responsible for delay or failure in License
performance to the extent the delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or
military authority, act of God, actor omission of carriers, or other similar cause beyond the Party's control.
8.2 Interpretation. Both Parties were involved in negotiating this License; no rule allowing construction according to authorship
applies. Georgia law governs all matters, including torts, relating to this License, without regard to choice of law principles, The Parties
will resolve a claim or dispute underthis License in a state or federal court sitting in Chatham County, Georgia, regardless of Premises
location; each consents to exclusive jurisdiction and venue in these courts. This License and its exhibits comprise the Parties' final
and exclusive expression of their rights and obligations regarding the License Area and supersede any prior oral or written
representation, promise, or agreement. Captions are for convenience only and do not affect interpretation; "include" means "include,
but are not limited to"; "or" means either or both"; and defined terms are singular or plural as context requires. License provisions
that logically should apply beyond License expiration or termination will survive expiration or termination.
8.3 Modification: Waiver; Assignment; Severabiilty. No amendment or modification of this License is effective unless made
in a writing signed by both Parties. Each Party agrees to execute documents or perform acts reasonably necessary to perform each
provision of this License. Failure of a Party to insist on strict performance of any provision does not waive the right to require future
performance; a waiver in one instance is not a waiver regarding a later obligation or breach. This License binds and benefits the
Parties and their respective heirs, successors, assigns, induding successor Premises owners. If there is an assignment or change
in control of all, or substantially all, of a Party's operations or assets, the Party must provide prompt written notice and the Parties will
cooperate to ensure that the License binds the successor. If a court rules a provision unenforceable to any extent, the rest of that
provision and all others remain effective; the Parties will negotiate in good faith to replace the provision. if a court finds a provision
unreasonably broad in time or scope, the Parties desire that the court reduce it to the maximum allowable parameter, instead of
holding it totally unenforceable.
8.4 Notices. Any notice under this License must be in writing and be delivered either by; (t) personal delivery (effective that date);
(n) prepaid nationally- or internationally -recognized commercial overnight courier (effective the next business day); or (ii) registered
or certified U.S. mail, with proper postage (effective the following fourth business day). The Parties will provide notice as indicated in
Exhibit C, subject to any update provided by written notice pursuant to this Section 8.4.
?Remainder of page left blank; signatures appear on following page?
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Each Party agrees to all terms and conditions of this License as of the Effective Date. This License may be executed in any
number of counterparts. The Parties may exchange counterparts by facsimile transmission or as a scanned image (e.g., .pdf
or .tiff file extension) as an attachment to email; a facsimile or scanned signature is an original signature for all purposes.
LICENSOR:
Signed, sealed, and delivered
in the presence of:
Urkfficial Witness
Signed, sealed, and delivered
in the presence of:
Unofficial Witness
8y:
Name:
Title:
a
rf 6 Sion
GPC:
GEORGIA POWER COMPANY, a Georgia corporation
By:
Name: Jennifer H. Winn
Title: Natural Resources General Manager
Page 4
EXHIBIT A
DEPICTION OF PREMISES AND LICENSE AREA
Ito be attached]
EXHIBIT "A"
• /43,p 1:••
46, Georgia Power
Environmental & Natural Resources
SAVA NNA H BEACH, TYBEE
ISLA ND , GEORGIA
Beechwood Dr .
Tax Parcel # 4-0001-13-008
3.1,00A ACw
LEI
Parcel 001
DRAWING NOT TO SCALE
GPC Prop osed UD Li ne
w/ Transformer to
Feed EV Charging
Stati on
4
1\ssi
-+ate
277,+.00'
n11111
1111
FSA 1177
23A
- ST
CITY OF TYBEE, BEE CHWOO D DRI VE
(C HATHAM COUNT Y) COMMU NITY
CHARGING DL
LIMS #202111004 4
Work Location(s): N/ A
EXHIBIT B
FORM DISTRIBUTION EASEMENT
[attached]
Name of Line CITY OF TYBEE, BEECHWOOD DRIVE (CHATHAM COUNTY) COMMUNITY CHARGING
No 001 DL
Parcel No Account No
Letter File Deed File Map File
State of Georgia
Chatham
County
EASEMENT
For and in consideration of the sum of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, in hand paid by GEORGIA POWER COMPANY, a
Georgia corporation (the "Company"), the receipt and sufficiency of which are
hereby acknowledged, _SAVANNAH BEACH, TYBEE ISLAND, GEORGIA (the 'Undersigned",
which term shall include heirs, successors and/or assigns), whose mailing address
is 403 Butler Ave, Tybee Island, GA 31328 , does hereby grant and convey to
the Company, its successors and assigns, the right, privilege and easement to go
in, upon, along, across, under and through the Property (as defined below) for the
purposes described herein.
The "Property" is defined as that certain tract of land owned by the
Undersigned at _Beechwood Dr., Tybee Island, GA. 31328_,,, (Tax Parcel ID No.
4-0001-13-0080 in GMD 5th District of Chatham County, Georgia.
The "Easement Area" is defined as any portion of the Property located (a)
within fifteen (15) feet of the centerline of the overhead distribution line(s)
as installed in the approximate location(s) shown on "Exhibit A" attached hereto
and made a part hereof, (b) within ten (10) feet of the centerline of the
underground distribution line(s) as installed in the approximate location(s)
shown on "Exhibit A," and (c) within ten (10) feet from each side of any related
above -ground equipment and facilities, including without limitation cubicles,
transformers and service pedestals, as installed in the approximate location(s)
shown in "Exhibit A."
The rights granted herein include and embrace the right of the Company to
construct, operate, maintain, repair, renew and rebuild continuously upon and under
the Easement Area its lines for transmitting electric current with wires,
transformers, service pedestals, manholes, conduits, cables and other necessary
apparatus, fixtures and appliances; the right to stretch communication or other
lines of any other company or person under the Easement Area; the right to assign
this Underground Easement in whole or in part; the right at all times to enter
upon the Easement Area for the purpose of inspecting said lines and/or making
undcl gr_nb.doc x Page 1 of 3
Parcel Name of Line CITY OF TYBEE, SEECHWOOD DRIVE (CHATHAM COUNTY)
COMMUNITY CHARGING DL
repairs, renewals, alterations and extensions thereon, thereunder, thereto or
therefrom; the right to cut, trim, remove, clear and keep clear of said underground
lines, transformers, fixtures, and appliances all trees and other obstructions
that may in the opinion of the Company now or hereafter in any way interfere or be
likely to interfere with the proper maintenance and operation of said underground
lines, transformers, fixtures, and appliances; the right of ingress and egress
over the Property to and from the Easement Area; and the right to install and
maintain electrical and communication lines and facilities to existing and future
structure(s) within the Easement Area under the easement terms provided herein.
Any timber cut on the Easement Area by or for the Company shall remain the property
of the owner of said timber.
Notwithstanding anything to the contrary set forth herein, this Easement
shall automatically terminate and be of no further force and effect upon the
expiration or earlier termination of that certain license agreement between Georgia
Power Company and the Undersigned dated
. In such event, the Company shall have the option, in its
sole discretion, to remove some or all of the Company's facilities or to abandon
them in place.
The Undersigned does not convey any land, but merely grants the rights,
privileges and easements hereinbefore set out.
The Company shall not be liable for or bound by any statement, agreement or
understanding not herein expressed.
[Signature(s) on Following Page(s)]
undcrgr_nft_dinex Page 2 of 3
Parcel 001 Name of Line CITY OE' TYBEE, BEECHWOOD DRIVE (CHATHAM COUNTY)
COMMUNITY CHARGING DL
IN WITNESS WHEREOF, the undersigned h /have hereunto set his/her/their
hand (s) and seal(s), this es?0 day of fa La J , .2C] ,
Signed, sealed and delivered
- otary Public
undt:�' atl,tlocx Page 3 of 3
SAVANNAH BEACH, TYBEE ISLAND, GEORGIA
Print Name: 3/7y rit-y 5e9s ; a1+S
Title: /Y) fret ill 1V/help
Le- VIA-1E7e_
Print Name:
Title:
(SEAL)
EXHIBIT "A"
Georgia Po wer
Environmental & Natural Resources
SA VANNAH BEAC H, 7 YBEE
SSTAND, GEORGIA
Beechw ood Dr.
Tax P arcel # 4-0001-13-008
Parcel 001
DRAWING NOT TO SCALE
GPC Proposed [! D Li ne
w/ Transf ormer to
Feed EV Ch arging
Stati on
CITY OF T YBEE, BEECHW OOD DRI VE
(CHATHAM C OUNT Y) C OMMUNI TY
CHAR GING DL
LIMS #2021110044
Work Loc ation(s): NI A
EXHIBIT C
NOTICES AND ADMINISTRATION
Licensor will provide notice to GPC regarding any operational or maintenance issue at the Charging Station under
Section 3.4 (Operation and Maintenance) as follows:
Kelli Newman
Electric Transportation Market Specialist
Georgia Power Company
111 Stockyard Rd
Statesboro, Ga, GA 30458
Each Party will provide Publicity requests to the other under Publicity (Section 4.2) as follows:
Requests to GPC:
Ed Harmon
ET Program Manager
Georgia Power Company
4404 North Shaliowford Rd
Bin 10214
Atlanta, GA 30338
Requests to Licensor:
Shirley Sessions or her successor in Office
Mayor
Licensor Name
Street Address
City, ST Zip
Each Party will provide written notice to the other under Notices (Section 8.4) as follows:
Notice to GPC:
Kelll Newman
Electric Transportation Market Specialist
Georgia Power Company
111 Stockyard Rd
Statesboro, Ge, GA 30458
With a copy to:
Vanessa S. Watson
Senior Counsel
Georgia Power Company
241 Ralph McGill Blvd NE
Bin 10180
Atlanta, GA 30308
Notice to Licensor:
Shawn Gillen or his successor
City Manager
Licensor Name
Street Address
City, ST Zip
With a copy to:
Edward M. Hughes andlorTracy O'Connell
City Attorney
Licensor Name
Street Address
City, ST Zip