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HomeMy WebLinkAboutAgenda - 01-22-2015 - 6kORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: January 22, 2015 Action Agenda Item No. 6 -k SUBJECT: Right -of -Way Agreements for Duke Energy for the Provision of Electrical Service to Electric Vehicle Charging Stations DEPARTMENT: Asset Management Services ATTACHMENT(S): 1. April 15, 2014 BOCC Abstract & Attachments 2. Brightfield Licensing Agreement 3. Right -of- Way Agreement — 501 W. Franklin 4. Right -of -Way Agreement — 144 E. Margaret Lane PUBLIC HEARING: (Y /N) No INFORMATION CONTACT: Alan Dorman, 919 - 245 -2627 Jeff Thompson, 919 - 245 -2658 PURPOSE: To approve and authorize the Chair to sign Right -of -Way Agreements with Duke Energy for the purpose of providing electrical service to Brightfield electric vehicle charging stations to be built next to the Skills Development Center and the Farmers Market Pavilion. BACKGROUND: On April 15, 2014 the Board approved a licensing agreement with Brightfield Transportation Solutions ( "Brightfield ") for the purpose of building two electric vehicle charging stations, one located at the Skills Development Center and the second near the Farmers Market Pavilion (see Attachments 1 and 2, original abstract and Brightfield licensing agreement). Both stations will include a DC Fast Charger and two "Level 2" chargers. When the stations are completed, there will be no cost for residents to use the "level 2" chargers and an $8 charge to use the DC Fast Charger. Both sites will require Duke Energy to provide new electrical service. Since the electricity meters for these stations will be the responsibility of Brightfield according to the Licensing Agreement, Duke Energy requires that the County enter into Right -of -Way Agreements with Duke Energy so that the service may be provided and maintained. FINANCIAL IMPACT: None. RECOMMENDATION(S): The Manager recommends that the Board approve and authorize the Chair to sign the Right -of -Way Agreements with Duke Energy for the purpose of providing electrical service to Brightfield electric vehicle charging stations to be built next to the Skills Development Center and the Farmers Market Pavilion. IATTACHMENT 1 2 ORANGE COUNTY C 0 Py BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: April 15, 2014 Action Agenda Item No. 7 -c SUBJECT: DC Fast Charger Electric Vehicle Station Licensing Agreement with Brightfield Transportation Solutions DEPARTMENT: Asset Management Services, PUBLIC HEARING: (Y /N) No Department of Environment, Agriculture, Parks & Recreation, County Attorney ATTACHMENT(S): INFORMATION CONTACT: 1) Site Locator Jeff Thompson, 919 - 245 -2658 2) Typical Installation Illustrative David Stancil, 919 - 245 -2522 3) Licensing Agreement John Roberts, 919 - 245 -2318 PURPOSE: To consider: 1) Approving a Licensing Agreement and associated Easements granted to Brightfield Transportation Solutions for electric vehicle "DC Fast Charger" fueling station construction and operations at The Justice Facility parking lot in Hillsborough, NC and the Skills Development Center parking lot in Chapel Hill, NC; 2) authorizing the Chair to sign all necessary documents upon final review of the County Attorney. BACKGROUND: Orange County is a leader in North Carolina (among both the public and private sectors) in developing and offering for use electric vehicle charging stations to its residents and stakeholders. In 2011 the Board of County Commissioners authorized staff to secure an $83,540 grant with the United States Department of Energy and its Carolina Blue Skies & Green Jobs Initiative for the installation of 16 "Level 2" electric vehicle charging stations. These funds were accepted in November 2011, and the 16 stations were successfully installed in 2012. Attachment 1, "Site Locator ", illustrates where these charging stations are installed and publicly available. The Agenda Abstract for the November 15, 2011 grant acceptance and installation authorization can be found at.http://www.co.orange.nc.us/OCCLERKS/1 111 15.htm - see Item 5 -i. The installations of these charging stations have seen significant growth in use and popularity as plug -in electric vehicles become more mainstream and popular with consumers. This growth in use is a significant objective of the grant. Because of this demonstrated success and growth, assisted by Orange County's vision and leadership, the Carolina Blue Skies Initiative suggested that Orange County be considered for private sector partnership with Brightfield Transportation Solutions ( "Brightfield ") for the licensing agreement where Brightfield would finance, install and operate two "DC Fast Charger' electric vehicle stations - one near the Eno River Farmers Market in Hillsborough, NC, and one near the Chapel Hill /Orange County Visitors Center and Orange County Skills Development Center in Chapel Hill, NC. The existing "Level 2" stations will provide a complete electric vehicle charge in approximately 6 to eight hours, depending on the charging system of the vehicle. The DC Fast Charger station technology allows for a full re- charge in approximately 30 minutes to one hour. This technology will allow for owners of electric vehicles to visit areas for much shorter time frames to receive a full charge - something that is appealing to most electric vehicle owners, especially those visiting and spending dollars within Orange County. The County's proposed contribution to this initiative is only the conveyance of a utility easement for the locations of the property. Brightfield will permit, design, install, and own the facilities and will charge a nominal fee for the charging service. Brightfield will offer the County and its local government partners (Chapel Hill, Carrboro, Hillsborough, Orange County Schools and Chapel Hill - Carrboro City Schools, and OWASA) a discount to these charging services should these entities invest in the plug -in electric vehicles now and into the future. The Agreement stipulates the parking areas as not exclusive to electric vehicles; however, they would be include signage as electric vehicle charging areas. The licensing arrangement proposes a nine year term upon the final commissioning of the stations, with a mutually agreed option for a five year renewal period of the license and /or a mutually agreed buyout provision of the stations at the end of the license term. The full proposed licensing agreement is provided at Attachment 3. If the licensing agreement is approved, the Board of County Commissioners will be presented the utility easements for approval after Brightfield secures all of the necessary regulatory approvals for the development. FINANCIAL IMPACT: There is no cost to the County for this licensing agreement. Should the County exercise its mutually agreed buyout option at the end of the term, the County would purchase the facilities for a negotiated fair market value at that time. RECOMMENDATION(S): The Manager recommends that the Board: 1) approve a Licensing Agreement and grant the associated Easements to Brightfields Transportation Services, LLC for electric vehicle "DC Fast Charger" fueling station construction and operations at The Justice Facility parking lot in Hillsborough, NC and the Skills Development Center parking lot in Chapel Hill, NC; 2) authorize the Chair to sign all necessary documents upon final review of the County Attorney. Attachment 1 Site Locator Justice Facility Parking Area - 106 East Margaret St Skills Development/Visitors Center - 501 W Franklin St 5 Attachment 2 Typical Brightfield Station Illustration _ �j STATE OF NORTH CAROLINA COUNTY OF Orange Attachment 3 LICENSE AGREEMENT THIS LICENSE AGREEMENT ( "Agreement" and/or "License ") made this day of , by and between Orange County, organized and existing under the laws of the State of North Carolina, (hereinafter "Licensor ") and Riding Partners, Inc. d/b /a Brightfield (`BrightfieldTS "), with its principal place of business at 87 Shope Road, Asheville, NC 28805 (hereinafter "Licensee "); WITNESSETH: Upon the terms and conditions hereinafter set forth, Licensor hereby grants unto Licensee and Licensee does hereby accept as a Licensee of Licensor such property of Licensor's located at 106 East Margaret St and 501 W Franklin St , as more particularly described and shown on Exhibit "A," attached hereto and incorporated herein by reference, (hereinafter "Premises ") as shall be necessary for the construction and maintenance of equipment pursuant to the Terms and Conditions set forth herein: L TERMS AND PAYMENTS: A. Use of Licensed Premises Licensor for the term set forth herein and subject to the terms and conditions of this License, hereby grant to Licensee permission to use the Premises as described in Exhibit A herein, for the installation of equipment necessary for the operation of a solar powered electric vehicle charging station, and /or stand -alone electric vehicle chargers and/or solar array such equipment and accessories as set forth on Exhibit `B" (hereinafter "Equipment "). All Equipment and improvements shall hereinafter collectively be referred to as "Licensee Facilities." The Licensee shall install the Licensee's Facilities solely for the purpose of operating a solar powered electric vehicle charging station. Licensee's facilities, shall be located in the license area as set forth in the attached Exhibit "A" and shall be constructed in accordance with all relevant building codes and regulations. All Exhibits referenced herein are attached hereto and incorporated herein by reference. In the event the Licensor determines a better use for the Premises, Licensor may elect to relocate the Equipment to a new location ( "New Location ") upon approval by both Parties, both Parties agree that approval shall not be unreasonable withheld. The New Location shall be similar in visibility, user access, solar exposure and shall have equal or higher projected utilization. The Licensor shall be responsible for all costs associated with the removal and site restoration of the original site along with, relocation and installation at the New Location, including, but not limited to, design, engineering, permitting, interconnection, construction, commissioning and all processing costs. B. Term The term of this License shall be for a period of nine (9) years (the "term ") commencing from the first day of , 201(the "commencement date ") and will terminate at 11:59 p.m. on the ninth anniversary of the commencement date, provided that Licensee is not in default of any of its obligations set forth herein. If Licensee shall remain in possession of the Premises at the expiration of this License without a written agreement, such tenancy shall be deemed a month -to -month tenancy under the same terms and conditions of this License. C. License Fee Rental: The License Fee is $1.00 per year. All payments shall be made directly to and these payments shall be exclusive of charges of the furnishing of any utilities such as, but not limited to, electricity, gas, water, sewer or telephone. Agr- License 7 2. In -Kind Service: During the Term of this Agreement, Licensor's fleet and employee vehicles shall have the ability to utilize the equipment for a vehicle charge event at a reduced rate of _20°/0_. The fleet and employee vehicles of the Licensor's: 1) municipalities (Chapel Hill, Carrboro, Hillsborough); 2) University systems (University of North Carolina at Chapel Hill, Durham Technical College); and 3) the Orange Water and Sewer Authority), shall have the ability to utilize the equipment for a vehicle charge event at a reduced rate of _20% for a three year period fr *�ution date oiiijkAgreement. This value will be provided on an annual basis by BrightfieldTS and will be based on industry trends and statewide polling. 3. Licensee shall have a separate electric meter to measure Licensee's electric consumption and Licensee shall pay directly to the public utility company for the installation of the meter and for any electricity used by Licensee's Equipment, unless another interconnection solution becomes preferable to both parties. Any such other preferred interconnection solution shall be agreed to in writing by the Parties hereto. IL INSTALLATION MAINTENANCE AND ACCESS A. Additional Fees All costs directly or indirectly associated with the installation of the Licensee Facilities are the sole responsibility of Licensee. B. Prerequisites to Installation Prior to the installation of the Licensee Facilities on the Premises, Licensee shall submit detailed engineering plans and specifications of the planned installation to the Licensor. Upon securing regulatory approval of the plans and specifications, the Licensee shall provide the Licensor with at least ten (10) days' notice of the actual installation of the Licensee's Facilities. Licensee shall use its best efforts to follow an installation schedule which will limit interference with the parking_ area as well as the ability to use the parking spaces within the license area. 2. Prior to the installation of any of the Licensee's Facilities on the Premises, Licensee shall, at Licensee's sole cost and expense provide the Licensor with copies of any and all permits for the installation. Prior to the installation of any of the Licensee's Facilities on the Premises, or entry onto the Premises, Licensee shall provide the Licensor with Certificates of Insurance as required by Section III of this License. 4. Signage: Licensee will be permitted to place signage for the electric vehicle charging station as shown on Exhibit C attached hereto. No additional signage will be permitted without the express approval of the Licensor. Notwithstanding anything contained herein, all signs must be professionally made, approved by Licensor prior to display, such approval not to be unreasonably withheld, and must comply with applicable governmental regulations. It shall be responsibility of Licensee to obtain local permits for signage and to ensure such signage is authorized under local ordinances. All signs that do not have prior approval by Licensor will be removed at the sole cost of Licensee. C. Maintenance 1. All installation and other work to be performed by Licensee hereunder shall be done in such a manner so as not to interfere with, delay, or impose any additional expense upon Licensor in maintaining the Premises. hi no event will Licensor be required to consent to any installation or other work by Licensee which would negatively impact any part of the Premises or any adjoining property of Licensor. 2. Licensee shall maintain its Licensee's Facilities in proper operating condition and within industry accepted safety standards and such other standards as may be adopted by the federal government from time to time. 2 Licensor assumes no responsibility for the licensing, operation and or maintenance of the Licensee's Facilities. D. Permits and Compliance 1. The Licensee's Facilities and installation, operation and maintenance of such must be in compliance with all federal, state and local laws, including but not limited to local zoning requirements. It shall adhere to reasonable technical industry standards. 2. The Licensee shall at all times in good faith, use its best efforts to obtain licenses, permits and approvals necessary for the installation or operation of the Licensee's facilities, at Licensee's sole expense. Licensor, to the extent it can legally do so, will cooperate with Licensee in obtaining necessary permits. Notwithstanding the obligations of the Licensee, Licensor shall maintain in good condition and repair the Premises. E. Access, Authorized Personnel and Limits on Exclusivity of Space Use 1. Licensee shall have a non - exclusive right to access the premises for ingress and egress purposes. In the event an additional right of way or easement is required by Licensee for such access, Licensee shall negotiate the right of way or easement separate from this License and all costs associated with obtaining the right of way or easement shall be borne entirely by Licensee. 2. Licensee and its authorized personnel shall have reasonable access to the Premises twenty -four (24) hours a day, seven (7) days a week, for the purposes of routine and emergency maintenance of the Licensee's Facilities. At present, it is recognized that there is strong demand for parking during the normal business hours at the Premises. Therefore, during the initial_2 _years of the license Agreement, parking in the _ 5_ spaces adjacent to the electric vehicle station will be open use and non - exclusive. hi year _3_ of the license Agreement, it is contemplated that there will be an increased demand for designated access for these spaces, as electric vehicle parking only. Licensee and Licensor agree that beginning in year 3 of this Agreement, one of the _5_spaces to be designated as "Electric Vehicle Parking Only" at the point that there are _50 such vehicles registered in _Orange County_. Designating additional parking spaces of any equipment owned and operated by licensee will be reviewed each additional year of the license agreement, using the same metric (e.g. _1_ designated space per _50_ registered electric vehicles, etc.). Licensee and Licensor understand and agree that there will be no enforcement of these guidelines without prior approval of the governing board of the Licensor. III. LIABILITY AND CONDEMNATION A. Insurance Licensee shall provide a certificate of insurance prior to the commencement of this License evidencing coverage in the limits and amounts shown below. All certificates of insurance for general liability shall show the _Orange County_ as an additional named insured. General Liability $1,000,000.00 Automobile Liability $500,000.00 (combined single limit; hired and non -owned coverage, for company owned vehicle only) 9 2. Licensee shall require its contractors /subcontractors, prior to commencing any installation, repair or maintenance work on the premises to provide the Licensor a certificate of insurance evidencing like coverages and limits as described above. 3. During the term of this License and any renewals thereof, the Licensee shall provide to the Licensor, upon the anniversary date of this License, a certificate of insurance evidencing the coverage in the amounts shown above. All certificates issued on behalf of the Licensee to the Licensor shall require no less than thirty (30) days prior written notice to the Licensor as to the termination, lapse, or reduction in coverage. 4. The failure of the Licensee to maintain any of the coverage or meet any of the required conditions of this License shall constitute a default. Upon such default, the Licensor shall have the option of obtaining and maintaining such coverage as set forth in Section III (A) (1) herein and shall have the right of reimbursement from the Licensee for the cost of said coverage, or shall have the option of terminating this License upon thirty (30) days written notice to the Licensee. B. Indemnification 1. Licensee agrees to indemnify, defend and hold Licensor harmless from and against injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) which may be imposed upon or incurred by or asserted against Licensor occurring during the term of this License, or during any period of time prior to the Commencement Date hereof or after the expiration date hereof when Licensee may have been given access to or possession of all or any part of the Premises arising from: (i) any work or act done in, on or about the Premises or any part thereof, including the installation, use, maintenance, repair or removal of the Licensee Facilities, at the direction of Licensee, its agents, contractors, subcontractors, servants, employees, Licensees or invitees, except if such work or act is done or performed by Licensor or its agents or employee; (ii) any negligence (including gross or ordinary negligence, any willful or wanton act or omission or any other wrongful act or omission occurring in, on, or about the Premises or any part thereof, to the extent such injury, loss, damage, liability, costs, and /or expenses are caused by the negligence, gross negligence, or misconduct of Licensee, its agents, employees, contractors, subcontractors, servants, licensees, or invitees; and (iii) any failure on the part of Licensee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this License on its part to be performed or complied with. 2. To the extent authorized by North Carolina law Licensor agrees to indemnify, defend and hold Licensee harmless from and against injury, loss, damage (but not consequential damages or punitive damages), or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) which may be imposed upon or incurred by or asserted against Licensee occurring during the term of this License arising from: (i) any negligence (including gross or ordinary negligence, any willful or wanton act or omission or any other wrongful act or omission occurring in, on, or about the Licensee Facilities or any part thereof, to the extent such injury, loss, damage, liability, costs, and /or expenses are caused by the negligence, gross negligence, or misconduct of Licensor, its agents or employees; and (ii) any failure on the part of Licensor to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this License on its part to be performed or complied with. E 10 The above referenced language shall not be construed as waiving any defense or limitation which either party may have against any claim or cause of action by any person not a party to this Agreement. Nor shall said language be construed as waiving any defense either party may have against each other to the defense of governmental immunity. Provided, however, the indemnification language contained hereinabove, is entered into only to the extent it is currently authorized by North Carolina law and does not violate nor contravene state or local laws as it relates to either party, individually, or jointly. C. Casualty In case of damage to the Premises or those portions of the Premises which are essential to the operation of the Licensee Facilities, Licensor may, at its expense, cause the damage to be repaired to a condition as nearly as practicable to that existing prior to the damage, with reasonable speed and diligence, subject to delays which may arise by reason of adjustment of loss under insurance policies, Governmental Regulations, and for delays beyond the control of Licensor, including a "force majeure ". Licensor shall not, however, be obligated to repair, restore, or rebuild any of Licensee's personal property, including but not limited to the Licensee Facilities. Licensor shall not be liable for any consequential damages, inconvenience, or annoyance to Licensee, or injury to Licensee's business resulting in any way from such damage or the repair thereof for the time that Premises are rendered unusable for Licensee's intended purpose, the base rent shall proportionately abate. In the event the damage shall involve the Premises generally and shall be so extensive that Licensor shall decide, at its sole discretion, not to repair or rebuild the Premises, this License shall, at the sole option of Licensor, exercisable by written notice to Licensee given within thirty (30) days after Licensor is notified of or otherwise becomes aware of the occurrence of the casualty, be terminated as of the date of such casualty, and the base rent, taking into account any abatement as aforesaid, shall be adjusted to the termination date and Licensee shall thereupon promptly vacate the Parking Lot and the Premises. D. Condemnation of Premises In the event that any government, public body, or other condemning authority shall take, or if Licensor shall transfer in lieu of such taking, all or such part of the Premises thereby making it physically or financially infeasible for the Premises to be used in the manner intended by this License, Licensee shall have the right to terminate this License effective as of the date of the taking by the condemning party and the rental shall be prorated appropriately. However, if only a portion of the Premises is taken, Licensor shall upon consultation with Licensee determine whether the License should remain operative, giving either Party the right to terminate upon 120 days notice of the intent to terminate. V. HAZARDOUS SUBSTANCES Licensee agrees that it will not use, generate, store or dispose of any Hazardous Material on, under, about or within any Premises in violation of any law or regulation. Licensor represents, warrants and agrees (1) that neither Licensor nor, to Licensor's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material on, under, about or within the Premises in violation of any law or regulation, except as disclosed herein, and (2) that Licensor will not, and will not permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or within the Premises in violation of any law or regulation. As used in this paragraph, "Hazardous Material' shall mean hazardous or radioactive material, polychlorinated biphenyls, friable asbestos or other hazardous or medical waste substances as defined by the Comprehensive Environmental Response, Compensation and Liability Act, as amended, or by any other federal state or local law, statute, rule, regulation or order (including any Governmental Requirements, as hereafter defined) concerning environmental matters, or any matter which would trigger any employee or community "right -to- know" requirements adopted by any such body, or for which any such body has adopted any requirements for the preparation or distribution of a material safety data sheet. "Governmental Requirements" shall mean all requirements under any federal, state or local statutes, rules, regulations, ordinances, or other requirements of any duly constituted public authority having jurisdiction over the Property. 5 11 This Section shall survive the termination of this License. VL OTHER TERMS AND CONDITIONS A. Special Event If Licensee desires to host a special event or demonstration event onsite for the EV station, Licensee will need to coordinate that permission through the adopted Orange County Facilities Use Policy and its processes. B. Assignment Licensee may transfer or assign any or all of its interest in this License upon thirty (30) days advanced written notice to Licensor. C. Taxes and Assessments Licensee shall pay any taxes, assessments, charges, fees or licenses attributable to its use of the Premises, including any increase in real property taxes and any use, occupancy, and /or personal property taxes. D. Mechanics Liens Licensee shall not suffer or permit any mechanic's, laborer's, or materialman's lien to be filed against the Premises by reason or work, labor, services, of materials requested and supplies claimed to have been requested by Licensee; and if such lien shall at any time be so filed, within fifteen (15) days after notice of the filing thereof, Licensee shall cause it to be cancelled and discharged of record. In the event Licensee does not cause such lien to be cancelled and discharged of record, Licensor may terminate this License and proceed in accordance with applicable law. E. Fixtures and Removal Licensor covenants that except in the event that it exercises the Option to Purchase described in Section VII. A. below, all personal property and improvements of every kind and nature installed, constructed, or placed by Licensee on the Premises, shall be and remain the property of Licensee despite any default or termination of this License and may be removed by Licensee provided that Licensee, at its expense, shall restore the Premises to its condition as of the commencement date of the License reasonable wear and tear excepted. F. Removal of the Licensee Facilities Upon Expiration or Termination Unless Licensor exercises the Option to Purchase described in Section VII. A. below, upon the expiration of the term of this License or the termination hereof, whichever first occurs, Licensee shall have the option of removing all of the Licensee Facilities or conveying the Licensee Facilities to Licensor. In the event Licensee elects to remove the Facilities, Licensee shall restore the Premises to its condition as of the Commencement Date of this License, reasonable wear and tear excepted. Any and all removal of Licensee's equipment shall be performed in a workmanlike manner, without any interference, damage or destruction to any other equipment, structures or operations at the Site or any other equipment of other Licensees thereon. G. Amendments. This Agreement may be amended in a writing signed by both parties. As to amendments that the Licensor deems substantial, including any amendment affecting the term of this Agreement or the License Fee, approval by the Orange County Board of County Commissioners may be required. As to other amendments, the Orange Count Manager may approve. VII. EXPIRATION /TERMINATION OF LICENSE D 12 A. Option to Purchase A. Option to Purchase, Renewal 1. Beginning in year ten (10) of this Agreement and /or upon expiration of the initial term of this Agreement, the Licensor shall, pursuant to and consistent with the terms of this Agreement with the mutual agreement of both the Licensor and, have the option to purchase Licensee's Facilities at Fair Market Value (the "FMV "). 2. Fair Market Value shall be determined by an appraiser or CPA. The cost of determining the FMV shall be that of the Licensor. In the event of a dispute regarding the appraisal, Licensee shall have appraisal completed and the average of the two appraisals shall serve as the FMV. Licensor may exercise this option at any time after the expiration of the initial term. 3. Beginning in year ten (10) of this Agreement and /or upon expiration of the initial term of this Agreement, the Licensor shall, pursuant to and consistent with the terms of this Agreement, and with the mutual agreement of both the Licensor and Licensee, have the option to renew the existing Agreement for an additional six (6) year REno _ B. Termination In the event of default as described in Section VII. E. below, Licensor may, at its option, terminate this License upon written notice to Licensee. Except where a different time is set forth elsewhere herein, said notice shall be thirty (30) days. C. Holding Over Should Licensee hold possession of the Premises or any portion thereof after the date upon which the Premises are to be surrendered, Licensee will become a Licensee on a month -to -month basis upon all the terms, covenants, and conditions of this License except those pertaining to the License term. Licensee will continue occupancy from month -to -month until terminated by Licensor or Licensee by the giving of thirty (30) days' written notice to the other. Nothing contained herein shall grant Licensee the right to holdover after the term of this License has expired. D. Non- Waiver Failure of Licensor to insist on strict performance of any of the conditions or provisions of this License or to exercise any of the rights hereunder shall not waive such rights. E. EVENT OF DEFAULT It shall be an Event of Default if any one or more of the following events shall occur: 1. Licensee shall default in the payment when due of any Rent or other sum of money specified hereunder to be paid by Licensee, and Licensee does not remedy such default within ten (10) days after written notice thereof from the Licensor (provided, however, that the Licensor shall not be required to provide such notice with respect to more than two payments required during any calendar year during the term hereof); or 2. Licensee shall default in the performance of any other of the terms, conditions or covenants contained in this License to be performed or observed by Licensee, other than that specified in (1) above, and Licensee does not remedy such default within thirty (30) days after written notice thereof or, if such default cannot be 7 13 remedied in such period, Licensee does not commence such efforts to remedy the default within twenty (20) days after such notice and continue to pursue such efforts and /or acts to completion with reasonable diligence. 3. In the event Licensor shall fail to keep or perform any of the terms, conditions or covenants contained in this License to be performed or observed by Licensor, and Licensor does not remedy such failure within thirty (30) days after written notice thereof is given to Licensor, Licensee shall have and shall be entitled to exercise any and all rights and remedies permitted by applicable law. VIII. MISCELLANEOUS A. Notice 1. The parties hereby acknowledge that all notices relative to this License shall be served upon the parties in writing and shall be deemed properly served only when delivered by one of the following methods: hand delivered, overnight courier, or posted by certified United States mail, return receipt requested, addressed to the party to whom directed at the following addresses or at such other addresses as may be from time to time designated in writing: To Licensor: Orange County c/o Jeff Thompson, Director, Asset Management Services PO Box 8181 Hillsborough, NC 27278 To Licensee: Riding Partners, Inc. c /o/ Matthew Johnson, President 87 Shope Road Asheville, NC 28805 B. Governing Law This License shall be governed by and construed in accordance with the laws of the State North Carolina. All rights and remedies of Licensor under this License shall be cumulative and none shall exclude any other rights or remedies allowed by law or by equity. Venue shall be in Orange County North Carolina for any action brought by either party against the other related to this License. C. Attorney's Fees The prevailing party shall be entitled to recover from the non- prevailing party reasonable attorneys' fees, costs, and expenses incurred in any action or proceeding arising out of or relating to this Agreement. D. Severability Should any provision or provisions contained in this License be declared by a court of competent jurisdiction to be void, unenforceable or illegal, such provision or provisions shall be severable and the remaining provisions hereof shall remain in full force and effect. E. Entirety Attest: This License contains the entire Agreement of the parties and may not be modified, except by an instrument in writing and signed by both parties. 53 t,ommissioners (Official Seal) Attest: 14 Title: Chair, Orange County Board of County Date: Matthew Johnson President, Riding Partners, Inc. (Corporate Seal) Date: STATE OF NORTH CAROLINA COUNTY OF I , Notary Public of the County and State aforesaid certify that , personally came before me this day and acknowledged that s /he is the of the , a municipal corporation, and that by authority duly given and as the act of the corporation the foregoing instrument was signed in its name by its and attested by him /herself as its Witness my hand and notarial seal this (SEAL) STATE OF NORTH CAROLINA COUNTY OF is day of , 20_ Notary Public My Commission Expires: I, Notary Public of the aforesaid County and State, certify that personally came before me this day and acknowledged that he /she of Riding Partners, Inc. Corporation, and that he /she, as , being authorized to do so, executed the foregoing on behalf of the said corporation. Witness my hand and notarial seal this (SEAL) day of , 20 Notary Public My Commission Expires: 0 15 Exhibit A Copy of SURVEY outlining the area of construction and license area 10 16 3 grid = 1 foot 501 W Franklin St 11 17 3 grid = 1 foot Exhibit B Equipment List and description of equipment for installation 501 W Franklin St • 1- Fuji 25KW DC Fast Charger • Appropriate metering and reporting equipment 106 East Margaret St • 5000 Watt (21 panel) Brightfield® T3 PV array • 3- Networked ChargePoint L2 Charger(s) • 1- Fuji 25KW DC Fast Charger • Appropriate metering and reporting equipment Exhibit C Signage 12 iif' v � Electric Vehicle 14in. x 42in. Charging S Please leave these spaces for electric carry, if other parking is available. Thanks! T11E A 111 ECH %pBrightField- FOR $VSTpINABllrlY Transportmion Solutions TECHNOLOGIES We are Solar Driven Sample of sign to be placed on station trunk. 13 STATE OF NORTH CAROLINA COUNTY OF Orange ATTACHMENT 2 LICENSE AGREEMENT 99 ,grn.S 7G THIS LICENSE AGREEMENT ( "Agreement" and /or "License ") made this 15th—day of _Apri 2014 by and between the _Orange County, organized and existing under the laws of the State of North Carolina, (hereinafter "Licensor ") and Riding Partners, Inc. d/b /a Brightfield (`BrightfieldTS "), with its principal place of business at 87 Shope Road, Asheville, NC 28805 (hereinafter "Licensee "); WITNESSETH: Upon the terms and conditions hereinafter set forth, Licensor hereby grants unto Licensee and Licensee does hereby accept as a Licensee of Licensor such property of Licensor's located at 106 East M=aret St and 501 W Franklin St , as more particularly described and shown on Exhibit "A," attached hereto and incorporated herein by reference, (hereinafter "Premises ") as shall be necessary for the construction and maintenance of equipment pursuant to the Terms and Conditions set forth herein: I. TERMS AND PAYMENTS: A. Use of Licensed Premises Licensor for the term set forth herein and subject to the terms and conditions of this License, hereby grant to Licensee permission to use the Premises as described in Exhibit A herein, for the installation of equipment necessary for the operation of a solar powered electric vehicle charging station, and/or stand -alone electric vehicle chargers and/or solar array such equipment and accessories as set forth on Exhibit `B" (hereinafter "Equipment "). All Equipment and improvements shall hereinafter collectively be referred to as "Licensee Facilities." The Licensee shall install the Licensee's Facilities solely for the purpose of operating a solar powered electric vehicle charging station. Licensee's facilities, shall be located in the license area as set forth in the attached Exhibit "A" and shall be con,' onstructed in accordance with all relevant building codes and regulations. All Exhibits referenced herein are attached hereto and incorporated herein by reference. In the event the Licensor determines a better use for the Premises, Licensor mz.y elect to relocate the Equipment to a new location ( "New Location ") upon approval by both Parties, both Parties agree that approval shall not be unreasonable withheld. The New Location shall be similar in visibility, user access, solar exposure and shall have equal or higher projected utilization. The Licensor shall be responsible for all costs associated with the removal and site restoration of the original site along with, relocation and installation at the New Location, including, but not limited to, design, engineering, permitting, interconnection, construction, commissioning and all processing costs. B. Term The term of this License shall be for a period of nine (9) years (the "term ") commencing, from the first day of _June , 2014_(the "commencement date ") and will terminate at 11:59 p.m. on the anniversary of the commencement date, provided that Licensee is not in default of any of its obligations set forth herein. If Licensee shall remain in possession of the Premises at the expiration of this License without a written agreement, such tenancy shall be deemed a month -to -month tenancy under the same terms and conditions of this License. C. License Fee 1. Rental: The License Fee is $1.00 per year. All payments shall be made directly to Orange County and these payments shall be exclusive of charges of the furnishing of any utilities such as, but not limited to, electricity, gas, water, sewer or telephone. 1 t 20 In -Kind Service: During the Term of this Agreement, Licensor's fleet and employee v .-hicles shall have the ability to utilize the equipment for a vehicle charge event at a reduced rate of _20% . The fleet and employee vehicles of the Licensor's: 1) municipalities (Chapel Hill, Carrboro, Hillsborough); 2) University systems (University of North Carolina at Chapel Hill, Durham Technical College); and 3) the Orange Water and Sewer Authority), shall have the ability to utilize the equipment for a vehicle charge event at a reduced rate of _20% for a three year period from the execution date of this Agreement. This value will be provided on an annual basis by BrightfieldTS and will be based on industry trends and statewide poling. 3. Licensee shall have a separate electric meter to measure Licensee's electric consumption and Licensee shall pay directly to the public utility company for the installation of the meter and for any electricity used by Licensee's Equipment, unless another interconnection solution becomes preferable to both parties. II. INSTALLATION MAINTENANCE AND ACCESS A. Additional Fees 1. All costs directly or indirectly associated with the installation of the Licensee Facilities are the sole responsibility of Licensee. B. Prerequisites to Installation 1. Prior to the installation of the Licensee Facilities on the Premises, Licensee shall submit detailed engineering plans and specifications of the planned installation to the Licensor. Upon approval of the plans and specifications, the Licensee shall provide the Licensor with at least ten (10) days' notice of the actual installation of the Licensee's Facilities. Licensee shall use its best efforts to follow ar installation schedule which will limit interference with the _parking_ area as well as the ability to use the parldng spaces within the license area. 2. Prior to the installation of any of the Licensee's Facilities on the Premises, Licensee shall, at Licensee's sole cost and expense provide the Licensor with copies of any and all permits for the installation. 3. Prior to the installation of any of the Licensee's Facilities on the Premises, or entry onto the Premises, Licensee shall provide the Licensor with Certificates of Insurance as required by Section III of this License. 4. Signage: Licensee will be permitted to place signage for the electric vehicle charging station as shown on Exhibit C attached hereto. No additional signage will be permitted without the express approval of the Licensor. Notwithstanding anything contained herein, all signs must be professionally made, approved by Licensor prior to display, such approval not to be unreasonably withheld, and must comply with applicable governmental regulations. it shall be responsibility of Licensee to obtain local permits for signage and to ensure such signage is authorized under local ordinances. All signs that do not have prior approval by Licensor will be removed at the sole cost of Licensee. C. Maintenance 1. All installation and other work to be performed by Licensee hereunder shall be done in such a manner so as not to interfere with, delay, or impose any additional expense upon Licensor in maintai -iing the Premises. In no event will Licensor be required to consent to any installation or other work by Licensee which would negatively impact any part of the Premises or any adjoining property of Licensor. 2. Licensee shall maintain its Licensee's Facilities in proper operating condition and within industry accepted safety standards and such other standards as may be adopted by the federal government from time to time. 0 21 Licensor assumes no responsibility for the licensing, operation and or maintenance of the Licensee's Facilities. D. Permits and Compliance 1. The Licensee's Facilities and installation, operation and maintenance of such must be in compliance with all federal, state and local laws, including but not limited to local zoning requirements. It shall adhere to reasonable technical industry standards. 2. The Licensee shall at all times in good faith, use its best efforts to obtain licenses, permits and approvals necessary for the installation or operation of the Licensee's facilities, at Licensee's sole - xpense. Licensor, to the extent it can legally do so, will cooperate with Licensee in obtaining necessary permits. 3. Notwithstanding the obligations of the Licensee, Licensor shall maintain in good condition and repair the Premises. E. Access, Authorized Personnel and Limits on Exclusivity of Space Use 1. Licensee shall have a non - exclusive right to access the premises for ingress and egress purposes. In the event an additional right of way or easement is required by Licensee for such access, Licensee shall negotiate the right of way or easement separate from this License and all costs associated with obtaining the right of way or easement shall be borne entirely by Licensee. 2. Licensee and its authorized personnel shall have reasonable access to the Premises twenty -four (24) hours a day, seven (7) days a week, for the purposes of routine and emergency maintenance of the Licensee's Facilities. At present, it is recognized that there is strong demand for parking during the normal business hours at the Premises. Therefore, during the initial_2 _years of the license Agreement, parking in the _ 5_ spaces adjacent to the electric vehicle station will be open use and non - exclusive. In year _3_ of the license Agreement, it is contemplated that there will be an increased demand for designated access for these spaces, as electric vehicle parking only. Licensee and Licensor agree that beginning in year _3_ of this Agreement, one of the —5—spaces to be designated as "Electric Vehicle Parking Only" at the point that there are _50 such vehicles registered in _Orange County_. Designating additional parking spaces of any equipment owned and operated by licensee will be reviewed each additional year of the license agreement, using the same metric (e.g. _1_ designated space per 50 registered electric vehicles, etc.). Licensee and Licensor understand and agree that there will be no enforcement of these guidelines without prior approval of the governing board of the Licensor. III. LIABILITY AND CONDEMNATION A. Insurance 1. Licensee shall provide a certificate of insurance prior to the commencement of thi;; License evidencing coverage in the limits and amounts shown below. All certificates of insurance for general liability shall show the _Orange County_ as an additional named insured. General Liability $1,000,000.00 Automobile Liability $500,000.00 (combined single limit; hired and non -owned coverage, for company owned vehicle only) 3 PA 2. Licensee shall require its contractors /subcontractors, prior to commencing any installation, repair or maintenance work on the premises to provide the Licensor a certificate of insurance evidencing like coverages and limits as described above. 3. During the term of this License and any renewals thereof, the Licensee shall provide to the Licensor, upon the anniversary date of this License, a certificate of insurance evidencing the coverage ir. the amounts shown above. All certificates issued on behalf of the Licensee to the Licensor shall require no less than thirty (30) days prior written notice to the Licensor as to the termination, lapse, or reduction in cove- -age. 4. The failure of the Licensee to maintain any of the coverage or meet any of the required conditions of this License shall constitute a default. Upon such default, the Licensor shall have the option of obtaining and maintaining such coverage as set forth in Section III (A) (1) herein and shall have the right of reimbursement from the Licensee for the cost of said coverage, or shall have the option of terminating this License upon thirty (30) days written notice to the Licensee. B. Indemnification 1. Licensee agrees to indemnify, defend and hold Licensor harmless from and against in ury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) which may be imposed upon or incurred by or asserted against Licensor occurring during the term of this License, or during any period of time prior to the Commencement Datz hereof or after the expiration date hereof when Licensee may have been given access to or possession of all or any part of the Premises arising from: (i) any work or act done in, on or about the Premises or any part thereof, including the installation, use, maintenance, repair or removal of the Licensee Facilities, at the direction of Licensee, its agents, contractors, subcontracts, servants, employees, Licensees or invitees, except if such work or act is clone or performed by Licensor or its agents or employee. (ii) any negligence (including gross or ordinary negligence), any willful or wanton act or omission or any or other wrongful act or omission on the part of Licensee or any of its agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees; (iii) any accident, injury or damage to any person or property occurring in, on or about the Premises or any part thereof, unless caused by the negligence or willful misconduct of Licensor, its employees or agents; and (iv) any failure on the part of Licensee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this License on its part to be performed or complied with. 2. Licensor agrees to indemnify, defend and hold Licensee harmless from and against injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) which may be imposed upon or incurred by or asserted against Licensee occurring during the term of this License arising from: (i) any negligence (including gross or ordinary negligence), any willful or wanton act or omission or any or other wrongful act or omission on the part of Licensor or any of its agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees; (ii) any accident, injury or damage to any person or property occurring in, on or about: the Premises or any part thereof, to the extent caused by the gross negligence or willful misconduct of Licensee, its employees or agents; and 4 23 (iii) any failure on the part of Licensor to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this License on its part to be performed or complied with. The above referenced language shall not be construed as waiving any defense or limitation which either party may have against any claim or cause of action by any person not a party to this Agreement. Nor shall said language be construed as waiving any defense either party may have against each other to the defense of governmental immunity. Provided, however, the indemnification language contained hereinabove, is entered into only to the extent it is currently authorized by North Carolina law and does not vielate nor contravene state or local laws as it relates to either party, individually, or jointly. C. Casualty In case of damage to the Premises or those portions of the Premises which are essential to the operation of the Licensee Facilities, Licensor may, at its expense, cause the damage to be repaired to a condition as nearly as practicable to that existing prior to the damage, with reasonable speed and diligence, subject to delays which may arise by reason of adjustment of loss under insurance policies, Governmental Regulations, and for delays beyond the control of Licensor, including a "force majeure ". Licensor shall not, however, be obligated to repair, restore, or rebuild any of Licensee's personal property, including but not limited to the Licensee Facilities. Licensor shall not be liable for any inconvenience or annoyance to Licensee, or injury to Licensee's business resulting in any way from such damage or the repair thereof for the time that Premises are rendered unusable for Licensee's intended purpose, the base rent shall proportionately abate. In the event the damage shall involve the Premises generally and shall be so extensive that Licensor shall decide, at its sole discretion, not to repair or rebuild the Premises, this License shall, at the sole option of Licensor, exercisable by written notice to Licensee given within thirty (30) days after Licensor is notified of or otherwise becomes aware of the occurrence of the casualty, be terminated as of the date of such casualty, and the base rent, taking into account any abatement as aforesaid, shall be adjusted to the termination date and Licensee shall thereupon promptly vacate the Parking Lot and the Premises. D. Condemnation of Premises In the event that any government, public body, or other condemning authority shall take, or if Licensor shall transfer in lieu of such taking, all or such part of the Premises thereby making it physically or financially infeasible for the Premises to be used in the manner intended by this License, Licensee shall have the right to terminate this License effective as of the date of the taking by the condemning party and the rental shall be prorated appropriately. However, if only a portion of the Premises is taken, Licensor shall upon consultation with Licensee determine whether the License should remain operative, giving either Party the right to terminate upon 120 days notice of the intent to terminate. V. HAZARDOUS SUBSTANCES Licensee agrees that it will not use, generate, store or dispose of any Hazardous Material on, under, about or within any Premises in violation of any law or regulation. Licensor represents, warrants and agrees (1) that neither Licensor nor, to Licensor's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material on, under, about or within the Premises in violation of any law or regulation, except as disclosed herein, and (2) that Licensor will not, and will not permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or within the Premises in violation of any law or regulation. As used in this paragraph, "Hazardous Material" shall mean hazardous or radioactive material, polychlorinated biphenyls, friable asbestos or other hazardous or medical waste substances as defined by the Comprehensive Environmental Response, Compensation and Liability Act, as amended, or by any other federal state or local law, statute, rule, regulation or order (including any Governmental Requirements, as hereafter defined) concerning environmental matters, or any matter which would trigger any employee or community "right -to- know" requirements adopted by any such body, or for which any such body has adopted any requirements for the preparation or distribution of a material safety data sheet. "Governmental 24 Requirements" shall mean all requirements under any federal, state or local statutes, rules, regulations, ordinances, or other requirements of any duly constituted public authority having jurisdiction over the Property. This Section shall survive the termination of this License. VI. OTHER TERMS AND CONDITIONS A. Special Event If Licensee desires to host a special event or demonstration event onsite for the EV station, Licensee will need to coordinate that permission through the adopted Orange County Facilities Use Policy and its processes. B. Assignment Licensee may transfer or assign any or all of its interest in this License upon thirty (30) days advanced written notice to Licensor. C. Taxes and Assessments Licensee shall pay any taxes, assessments, charges, fees or licenses attributable to its use of the Premises, including any increase in real property taxes and any use, occupancy, and/or personal property taxes. D. Mechanics Liens Licensee shall not suffer or permit any mechanic's, laborer's, or materialman's lien to be filed against the Premises by reason or work, labor, services, of materials requested and supplies claimed to have been requested by Licensee; and if such lien shall at any time be so filed, within fifteen (15) days after notice of the filing thereof, Licensee shall cause it to be cancelled and discharged of record. In the event Licensee does rot cause such lien to be cancelled and discharged of record, Licensor may terminate this License and proceed in accordance with applicable law. E. Fixtures and Removal Licensor covenants that except in the event that it exercises the Option to Purchase described in Section VII. A. below, all personal property and improvements of every kind and nature installed, constructed, or placed by Licensee on the Premises, shall be and remain the property of Licensee despite any default or termination of this License and may be removed by Licensee provided that Licensee, at its expense, shall resto:-e the Premises to its condition as of the commencement date of the License reasonable wear and tear excepted. F. Removal of the Licensee Facilities Upon Expiration or Termination Unless Licensor exercises the Option to Purchase described in Section VII. A. below, upon the expiration of the term of this License or the termination hereof, whichever first occurs, Licensee shall have the option of removing all of the Licensee Facilities or conveying the Licensee Facilities to Licensor. In the event Licensee elects to remove the Facilities, Licensee shall restore the Premises to its condition as of the Commencement Date of this License, reasonable wear and tear excepted. Any and all removal of Licensee's equipment shall be performed in a workmanlike manner, without any interference, damage or destruction to any other equipment, structures or operations at the Site or any other equipment of other Licensees thereon. G. Amendments. This Agreement may be amended in a writing signed by both parties. As to amendments that the Licensor deems substantial, including any amendment affecting the term of this Agreement or the License Fee, approval by the J VII. 25 Orange County Board of County Commissioners may be required. As to other amendments, the Orange County Manager may approve. EXPIRATION /TERMINATION OF LICENSE A. Option to Purchase, Renewal 1. Beginning in year ten (10) of this Agreement and/or upon expiration of the initial term of this Agreement, the Licensor shall, pursuant to and consistent with the terms of this Agreement, and with the mutual agreement of both the Licensor and Licensee, have the option to purchase Licensee's Facilities at Fair Market Value (the "FMV "). 2. Fair Market Value shall be determined by an appraiser or CPA. The cost of determining the FMV shall be that of the Licensor. In the event of a dispute regarding the appraisal, Licensee shall have appraisal completed and the average of the two appraisals shall serve as the FMV. Licensor may exercise this option at any time after the expiration of the initial term. 3. Beginning in year ten (10) of this Agreement and/or upon expiration of the initial term of this Agreement, the Licensor shall, pursuant to and consistent with the terms of this Agreement, and with the mutual agreement of both the Licensor and Licensee, have the option to renew the existing Agreement for an additional six (6) year period. B. Termination In the event of default as described in License upon written notice to Licensee notice shall be thirty (30) days. C. Holding Over Section VII. E. below, Licensor may, at its option, terminate this Except where a different time is set forth el3ewhere herein, said Should Licensee hold possession of the Premises or any portion thereof after the date upon which the Premises are to be surrendered, Licensee will become a Licensee on a month -to -month basis upon all the terms, covenants, and conditions of this License except those pertaining to the License term. Licensee will continue occupancy from month -to -month until terminated by Licensor or Licensee by the giving of thirty (30) days' written notice to the other. Nothing contained herein shall grant Licensee the right to holdover after the term of this License has expired. D. Non - Waiver Failure of Licensor to insist on strict performance of any of the conditions or provisions :)f this License or to exercise any of the rights hereunder shall not waive such rights. E. EVENT OF DEFAULT It shall be an Event of Default if any one or more of the following events shall occur: 1. Licensee shall default in the payment when due of any Rent or other sum of money specified hereunder to be paid by Licensee, and Licensee does not remedy such default within ten (10) days after written notice thereof from the Licensor (provided, however, that the Licensor shall not be required to provide such notice with respect to more than two payments required during any calendar year during the term hereof); or VA 26 2. Licensee shall default in the performance of any other of the terms, conditions or covenants contained in this License to be performed or observed by Licensee, other than that specified in (1) above, and Licensee does not remedy such default within thirty (30) days after written notice thereof or, if such default cannot be remedied in such period, Licensee does not commence such efforts to remedy the default within twenty (20) days after such notice and continue to pursue such efforts and/or acts to completion with reasonable diligence. 3. In the event Licensor shall fail to keep or perform any of the terms, conditions or covenants contained in this License to be performed or observed by Licensor, and Licensor does not remedy such failure within thirty (30) days after written notice thereof is given to Licensor, Licensee shall have and shall be entitled to exercise any and all rights and remedies permitted by applicable law. VIII. MISCELLANEOUS A. Notice 1. The parties hereby acknowledge that all written notices relative to this License shall be served upon the parties in writing and shall be deemed properly served only when delivered by one of the following methods: hand delivered, overnight courier, or posted by certified United States mail, return receipt requested, addressed to the party to whom directed at the following addresses or at such other addresses as may be from time to time designated in writing: To Licensor: Orange County c/o Jeff Thompson, Director, Asset Management Services PO Box 8181 Hillsborough, NC 27278 To Licensee: Riding Partners, Inc. c /o/ Matthew Johnson, President 87 Shope Road Asheville, NC 28805 B. Governing Law This License shall be governed by and construed in accordance with the laws of the State North Carolina. All rights and remedies of Licensor under this License shall be cumulative and none shall exclude any other rights or remedies allowed by law or by equity. C. Attorney's Fees The prevailing party shall be entitled to recover from the non- prevailing party reasonable attorneys' fees, costs, and expenses incurred in any action or proceeding arising out of or relating to this Agreement. D. Severability Should any provision or provisions contained in this License be declared by a court of competent jurisdiction to be void, unenforceable or illegal, such provision or provisions shall be severable and the remaining provisions hereof shall remain in full force and effect. E. Entirety This License contains the entire Agreement of the parties and may not be modified, except by an instrument in writing and signed by both parties. Attest: 8 27 to -of = Irpu� Caa Title: Chair, Oran oun oard o e (Official Seal) 17 ,RS, 52 Date: C /� �aC °��fi By: N ew Johnson President, Riding Partners, Inc. (Corporate Seal) Date: STATE OF NORTH CAROLINA COUNTY OF1'_O r-cn '3 e I bcw,J RL4ji , Notary Public of the County and State aforesaid certify that ,t�nria [ Uer , personally came before me this day and acknowledged that s /he is the of thL- © C- ' a municipal corporation, and that by authority duly given and as the act of the corpor tion the fov6going instrument was signed in its name by its and attested by him4 ersel as its C Witness my hand and notarial seal thi� d y of ,�CL , 20� (S A =COUNTY Not No airy Public My Commission Expires: J �e 7 "L0 1� sionExpire 1 STATE OF NORTH CAROLINA COUNTY OF 15,v'i(y Lc, �I, Al I CIA CC � L 0. tub, Q Notary Public of the aforesaid County and State, certify that (,(•�{ ice: ' , A 0-) `acr'1 personally came before me this day and acknowledged that he /she is • T't� of Riding Partners, Inc. Corporation, and that he /she, as i i-e -S' e • , being authorized to do so, executed the foregoing on behalf of the said corporation. Witness my hand and notarial seal this day of } , 20 (SEAL) Notary Public MtCMEIIf D RUBIO My Commission Expires: LU �t Notary Public, North Carolina Buncombe County 11.t MY, mmissiop Expires 6 MI Exhibit A Copy of SURVEY outlining the area of construction and license area 10 29 I ww = t foot 501 W Franklin St 11 c 1 grid= toot Exhibit B Equipment List and description of equipment for installation 501 W Franklin St • 1- Fuji 25KW DC Fast Charger • Appropriate metering and reporting equipment 106 East Margaret St • 5000 Watt (21 panel) Brightfield® T3 PV array • 3- Networked ChargePoint L2 Charger(s) • 1- Fuji 25KW DC Fast Charger • Appropriate metering and reporting equipment Exhibit C Signage 12 31 41n. x 421n. Sample of sign to be placed on station trunk. 13 r RIDPA -1 320P ID: LH AL VKL ?" �,- CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDNM) 06/17/14 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: 828 - 253 -1668 Insurance Service of Asheville PO Box 530 Fax: 828 - 258 -8164 Asheville, NC 28802 Jonathan S. Nelson CONTACT PHONE No. Ext A /C: No E -MAIL ADDRESS: INSURER AFFORDING COVERAGE NAIC M INSURER A: Auto- Owners Insurance Co - AUT 18988 INSURED Riding Partners, Inc. DBA Brightfield TS INSURER B: EACH OCCURRENCE $ 1,000,0 87 Shope Road INSURER C: INSURER D : 35002049 Asheville, NC 28805 INSURER E: PREMISES Ea occurrence $ 300,0 INSURER F: " $ 10,00 PERSONAL & ADV INJURY U. V GR "nn E.Fw 11F11 -A 1 F NI lmm1 - OC1 /IC IA aI THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,0 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F_x1 OCCUR 35002049 10/14/13 10114114 PREMISES Ea occurrence $ 300,0 MED EXP (Any one perscn) $ 10,00 PERSONAL & ADV INJURY $ 1,000,0 X Hired & Non Owned GENERAL AGGREGATE $ 2,000,0 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,0 POLICY PRO- 7 LOC $ AUTOMOBILE LIABILITY Oa aBINED SINGLE LIMIT E B $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Peraaident ( ) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ EXCESS LIAB AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION WC STATU- 7TH- AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA T RY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Orange County District Attorney's Office and Farmers Market - 144 Margaret lane, Hillsborough Skills Development Center, Chapel Hill 501 W. Franklin, Chapel Hill Orange County P.O. Box 8181 Hillsborough, NC 27278 ACORD 25 (2010/05) ORACO -3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Jonathan S. Nelson ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ATTACHMENT 3 WO No. 6464711 Resp. 5343 Project CCOINC Drawn By: Tim Craver for Richard Shane Smith Project Description: New UG service for vehicle charger 501 West Franklin St., Chapel Hill STATE OF NORTH CAROLINA COUNTY OF ORANGE Return Address: Duke Energy Carolinas Attn: Tim Craver 2500 Fairfax Road Greensboro, NC 27407 Grantor's Address: PO Box 8181 Hillsborough, NC 27278 RIGHT OF WAY AGREEMENT 33 KNOW ALL MEN BY THESE PRESENTS, That ORANGE COUNTY_ hereinafter called "Grantor" (whether one or more), in consideration of the sum of One Dollar ($1.00) and other good and valuable considerations, does hereby grant unto DUKE ENERGY CAROLINAS, LLC, and its successors and assigns, subsidiaries and divisions, hereinafter called "Grantee," the perpetual right, privilege and easement to go in and upon that certain land of Grantor (hereinafter "premises ") situated in said County and State, property described as: PIN 9788152822, being a portion of the property described in a deed from Walnut Grove Baptist Church to Orange County, North Carolina, dated July 23, 1996, and recorded in Deed Book 1491, Page 504, Orange County Registry, and over and across said premises within a right -of -way strip having a width of 5 feet on each side of a centerline determined by the centerline of the electrical facilities and/or the lighting facilities, as installed, to construct, maintain and operate underground lines and conduits with other apparatus and appliances, either above ground or below ground, to include transformers and service connections, for the purpose of transporting electricity, providing lighting services and for the communications purposes of Grantee. The following rights are also granted to Grantee: to enter said premises to inspect said lines, equipment and facilities, to perform maintenance and repairs, and to make alterations and additions thereto; and relocate its facilities and right -of -way strip over the premises to conform to any future highway or street relocation, widening or improvement; and to clear the land within the right -of -way strip and to keep it clear of trees, structures or other obstructions; and to clear that land outside the right -of -way strip within ten feet of the service door of any transformer or cabinet located within the right -of -way strip and to keep the area within ten feet of said door clear of trees, structures or other obstructions. Grantor, for itself and its successors and assigns, agrees to hold Grantee, its successors and assigns, harmless for replacement and/or repair of paving, landscaping and fences as a result of future system maintenance and repair. All underground facilities are to be installed in accordance with the provisions of Grantee's Underground Distribution Installment Plan, NCUC Docket E -7, Sub 828, receipt of a copy of which is acknowledged by Grantor. (Signatures Follow) 34 IN WITNESS WHEREOF, this instrument is executed on this day of STATE OF NORTH CAROLINA COUNTY OF I, GRANTOR LN Name: Title: ORANGE COUNTY a Notary Public for said County and State, certify that personally came before me this day and acknowledged that he /she is of the City of , and that by authority duly given and as the act of the City, the foregoing instrument was signed in its name by its Witness my hand and official seal, this day of My Commission Expires: Notary Public Affix (Notary or Corporate) Seal ATTACHMENT 4 WO No. 6464820 Resp. 5343 Project CCOINC Drawn By: Tim Craver for Richard Shane Smith Project Description: New UG service for vehicle charger 144 East Margaret St., Hillsborough STATE OF NORTH CAROLINA COUNTY OF ORANGE Return Address: Duke Energy Carolinas Attn: Tim Craver 2500 Fairfax Road Greensboro, NC 27407 Grantor's Address: PO Box 8181 Hillsborough, NC 27278 RIGHT OF WAY AGREEMENT 35 KNOW ALL MEN BY THESE PRESENTS, That ORANGE COUNTY_ hereinafter called "Grantor" (whether one or more), in consideration of the sum of One Dollar ($1.00) and other good and valuable considerations, does hereby grant unto DUKE ENERGY CAROLINAS, LLC, and its successors and assigns, subsidiaries and divisions, hereinafter called "Grantee," the perpetual right, privilege and easement to go in and upon that certain land of Grantor (hereinafter "premises ") situated in said County and State, property described as: PIN 9874153612, being the property described in deeds to Orange County, from: (1) Rebecca B. Wall, dated December 30, 1965, recorded in Deed Book 205, Page 242, (2) Virginia C. Bartow and husband William R. Bartow, dated November 16, 1990, recorded in Deed Book 886, Page 150, and said properties combined in an Instrument recorded in Deed Book 4300, Page 247, and split in an Instrument recorded in Deed Book 4300, Page 249, and being the land shown in a map entitled "Recombination Survey Properties of Orange County ", recorded in Plat Book 102, Page 36, all in Orange County Registry, and over and across said premises within a right -of -way strip having a width of 5 feet on each side of a centerline determined by the centerline of the electrical facilities and/or the lighting facilities, as installed, to construct, maintain and operate underground lines and conduits with other apparatus and appliances, either above ground or below ground, to include transformers and service connections, for the purpose of transporting electricity, providing lighting services and for the communications purposes of Grantee. The following rights are also granted to Grantee: to enter said premises to inspect said lines, equipment and facilities, to perform maintenance and repairs, and to make alterations and additions thereto; and relocate its facilities and right -of -way strip over the premises to conform to any future highway or street relocation, widening or improvement; and to clear the land within the right -of -way strip and to keep it clear of trees, structures or other obstructions; and to clear that land outside the right -of -way strip within ten feet of the service door of any transformer or cabinet located within the right -of -way strip and to keep the area within ten feet of said door clear of trees, structures or other obstructions. Grantor, for itself and its successors and assigns, agrees to hold Grantee, its successors and assigns, harmless for replacement and/or repair of paving, landscaping and fences as a result of future system maintenance and repair. All underground facilities are to be installed in accordance with the provisions of Grantee's Underground Distribution Installment Plan, NCUC Docket E -7, Sub 828, receipt of a copy of which is acknowledged by Grantor. (Signatures Follow) 36 IN WITNESS WHEREOF, this instrument is executed on this day of STATE OF NORTH CAROLINA COUNTY OF I, GRANTOR LIN Name: Title: ORANGE COUNTY a Notary Public for said County and State, certify that personally came before me this day and acknowledged that he /she is of the City of , and that by authority duly given and as the act of the City, the foregoing instrument was signed in its name by its Witness my hand and official seal, this day of My Commission Expires: Notary Public Affix (Notary or Corporate) Seal