The attached is a form that needs to be modified consistent with your circumstances. Nothing in the attached Agreement, or any other supplemental materials, constitutes legal, tax, financial or accounting advice and shall not be so construed. It is incumbent upon the Parties, and the Parties are encouraged, to seek and consult their own attorney and business and tax advisors regarding the matters contained in this Agreement.
[RECORDING REQUESTED BY,
AND AFTER RECORDING,
RETURN TO:
______
______
______
______
(Space Above this Line for Recorder’s Use Only)]
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this “Agreement”) is made and dated this _____ day of ______, 201__, (the “Effective Date”) by and between [MUNICIPALITY OR SITE CONTROLLER], whose address is ______(“Licensor”), and [SYSTEM OWNER], whose address is ______(“Licensee”). Each of Licensor and Licensee is sometimes referred to in this [Memorandum/Agreement] as a “Party” and collectively as the “Parties.”
RECITALS
A. Licensor is the owner of certain real property [together with certain improvements and structures located thereon] located in [COUNTY NAME], State of ______, more particularly described on the attached Exhibit A, which is incorporated herein by this reference ([the “Property”] or [the “Premises”].
B.Licensor and Licensee have entered into a Solar Power Purchase Agreement dated on or about the Effective Date (the “PPA”) pursuant to which Licensee has agreed to sell to Licensor, and Licensor has agreed to purchase from Licensee, energy generated by a photovoltaic electric generating system owned by Licensee (the “System”).
C.The PPA is for a term of [______] (##) years, beginning on ______, 20__ and ending on ______, 20__ unless the PPA is earlier terminated or extended, as provided in the PPA.
D. Pursuant to the PPA, Licensor has agreed to grant Licensee an [irrevocable], non-exclusive license to enter upon the [Property/Premises] for the purposes and on the terms set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows:
1. GRANT OF LICENSE. Licensor hereby grants to Licensee a license to access, enter, cross, and use the [Property/Premises] for the limited purposes of (a) installing on, maintaining, operating, and removing from the [Property/Premises] the System; (b) vehicular and pedestrian access to the System; and (c)temporary parking of vehicles on the Property for the foregoing limited purposes (the “License”). The License may be exercised by Licensee and by Licensee’s employees, agents, and contractors. Licensee will consult with Licensor to schedule and coordinate Licensee’s activities on the [Property/Premises], as set out in the PPA. Such notice by Licensee may be given via email to the address for Licensor set forth in the PPA.
2. TERM; NATURE OF LICENSE. This Agreement and the License and rights granted herein are effective as of the Effective Date and expire on ______. The License is nonrevocable except upon expiration or earlier termination of the PPA, as described therein.
3. USE OF PREMISES.
3.1Use Rights. Licensee’s right to use the Premises during the Term is specifically limited to solar energy conversion, the collection and transmission of electrical energy to and from the System, and for related and incidental purposes and activities, including but not limited to: (a) locating, constructing, installing, operating, improving, repairing, relocating, and removing the System on and from the Premises; (b) constructing and installing supporting structures, including but not limited to ground fasteners, such as piles and posts, and all necessary below- and above-ground foundations; (c)accessing the Premises and the System (including but not limited to access for lifting, rigging, and material-handling equipment); (d) installing such security measures as set out in the PPA to secure the System; and (e) installing, maintaining, using, and repairing on the Premises fiber optic cables, inverters, meters, electrical wires and cables required for the collection and transmission of electrical energy to and from the System.
3.2Temporary Laydown Area. During installation of the System and any maintenance or repair activities related thereto, Licensee may use portions of the Premises designated for storage of System components, temporary vehicle parking, and temporary stockpiling of other materials or equipment necessary for the installation of the System, taking all commercially reasonable steps to maintain the Premises in compliance with county and municipal ordinances and regulations.
3.3Impacts to Premises. Upon completion of installation of the System, Licensee will replace any disturbed soil or vegetation, and restore the Premises to as near the condition of the Premises as of the Effective Date as commercially reasonable. Licensee shall immediately repair, replace, or reimburse Licensor for any damage to the Premises caused by Licensee’s negligent acts or omissions on the Premises. The Parties agree that installation of the System will require mounting and/or supporting such system on the ground of the Premises, and such does not constitute damage to the Premises within the meaning of this Section 3.3.
4.Indemnity. Licensee will indemnify, defend, and hold harmless Licensor for, from, and against (a) any violation of law, ordinance, rule, regulation or permit condition by Licensee, its employees, agents or contractors arising from or related to Licensee’s activities on or use of the Property; (b) physical damage to property; and (c) physical injuries or death to any person to the extent caused by Licensee’s intentional or unintentional acts, or negligence in connection with Licensee’s exercise of the License and activities on the [Property/Premises], except to the extent such violations, damages, injuries or death are caused or contributed to by the negligent acts or omissions or willful misconduct of Licensor or Licensor’s tenants, employees, agents, or contractors.
5.COMPLIANCE WITH LAWS. Licensee will comply with all laws, ordinances, rules, regulations and permit conditions related to the [Property/Premises] and Licensee’s operations thereon.
6.INSURANCE. Until such date, if any, as the System is removed from the Property/Premises and the Property/Premises is restored in accordance with the PPA and all applicable laws, Licensee will, at its expense, maintain a commercial general liability insurance policy insuring Licensee and Licensor against loss or liability caused by Licensee’s use of the Property under this Agreement, in an amount not less than [______Million Dollars ($__,000,000)] of combined single limit liability coverage per occurrence, accident or incident, which has a commercially reasonable deductible. Certificates of such insurance must be provided to Licensor at Licensor’s reasonable request.
7.MISCELLANEOUS.
7.1 Notices. All notices or other communications required or permitted by this Agreement shall be given in accordance with the terms of the PPA.
7.2 Waiver. The failure of a Party to insist on the strict performance of any provision of this Agreement or to exercise any right, power, or remedy upon a breach of any provision of this Agreement will not constitute a waiver of any provision of this Agreement or limit the Party’s right to enforce any provision or exercise any right in the future.
7.3 Modification. No modification or amendment of this Agreement is valid unless made in writing and executed by the Parties.
7.4 Governing Law. This Agreement and any disputes arising out of this Agreement will be governed by and construed under the laws of the State of ______.
7.5WAIVER OF CONSEQUENTIAL DAMAGES. Notwithstanding anything to the contrary in this Agreement, neither party WILL be entitled to, and each of Licensor and Licensee hereby waives any and all rights to recover, consequential, incidental, and punitive or exemplary damages, however arising, whether in contract, in tort, or otherwise, under or with respect to any action taken in connection with this Agreement.
7.6 No Partnership. Nothing contained in this Agreement may be construed to create an association, joint venture, trust or partnership covenant, obligation or liability on or with regard to any one or more of the Parties to this Agreement.
7.7No Conflict. Nothing in this Agreement shall be deemed to amend or modify the terms of the PPA or any other agreement between Licensor and Licensee. In the event of any conflict between this Agreement and the terms of the PPA, the terms of the PPA shall control in all instances.
7.8Assignments; Successors and Assigns. This Agreement and the License may be assigned or transferred only in accordance with the terms of the PPA. This Agreement and the License shall run with the [Property/Premises] and inure to the benefit of each of Licensor and Licensee, and their respective heirs, successors, and assigns.
7.9Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to be executed and delivered by their duly authorized representatives as of the Effective Date.
LICENSOR:______,
a municipal corporation
By: ______
Printed Name: ______
Title: ______/ LICENSEE:
______,
a[n] ______
By: ______
Printed Name: ______
Title: ______
By: ______
Printed Name: ______
Title: ______
[ACKNOWLEDGMENT PAGES FOLLOW]
ACKNOWLEDGMENTS
EXHIBIT A
DESCRIPTION OF THE PROPERTY/PREMISES
[Include legal description of Property, description of premises as applicable, and any maps or drawings showing any limitations on license area.]