Attachment_6-_Land_Use_Agreement.pdf

ATTACHMENT 6 - LICENSE OUTGRANT

(Non-Recordable)

FOR INSTALLATION AND OPERATION OF A SOLAR ELECTRIC

GENERATING SYSTEM AT THE U.S. ENVIRONMENTAL PROTECTION

AGENCY’S EDISON, NEW JERSEY FACILITY

United States of America

Environmental Protection Agency Edison Facility

THIS LICENSE OUTGRANT (License) is made as of the _____ day of _________, 2012, by the UNITED STATES OF AMERICA, U.S. Environmental Protection Agency (EPA) , Edison Facility, hereinafter referred to as LICENSOR, and (insert name of photovoltaic system owner) _______________________ hereinafter referred to as LICENSEE.

WHEREAS, the LICENSOR owns all buildings and property located at the Edison Facility, 2890 Woodbridge Avenue, Edison Township, Sussex County, New Jersey, hereinafter referred interchangeably as the “Premises” or the Edison Facility.

WHEREAS, the LICENSOR desires to receive on-site solar generated electricity at the Edison Facility for the purpose of meeting federally-mandated renewable energy goals, as set forth in Section 203 and other sections of the Energy Policy Act of 2005, P.L. 109-58 and Executive Order 13423, "Strengthening Federal Environmental, Energy, and Transportation Management;"

WHEREAS, the LICENSOR desires to enter into agreement with the LICENSEE, as well as collaborative relationships with the Defense Logistics Agency (DLA) for the purpose of supporting and promoting the development of a solar energy industry in the United States and the State of New Jersey by implementing a successful solar power generation project on the Premises that will provide solar generated electricity to the Edison Facility;

WHEREAS, the LICENSOR desires to establish a rate for electrical power purchased from an on-site ground-mounted solar electric generating system for a Term of ___ (years for this agreement to match the term of the ESPC contract) pursuant to an Energy Savings Performance Contract (ESPC) dated _____, 2012 between LICENSEE and DLA;

WHEREAS, the LICENSEE desires to use the Premises for the sole purpose of siting and operating a ground-mounted solar electric generating system to generate solar electricity for on-site use by the Edison Facility, and the LICENSOR agrees to grant a License to the LICENSEE to use the Premises described in Exhibit A solely for this purpose;

Attachment 6 Facility License Agreement

WHEREAS, the LICENSEE, in its capacity as a ground-mounted solar electric generating system owner, is subject to all federal, state, and local environment, safety, and health requirements applicable to non-federal entities as defined by federal, state, and local law;

WHEREAS, the LICENSOR, along with its M&O contractor, is responsible for stewardship of real-property holdings on the Premises;

WHEREAS, the Edison Facility is a regional laboratory of the Environmental Protection Agency and designated federally funded research and development center required to follow the highest safety, health, environmental, and operational standards;

WHEREAS, the LICENSEE, in its capacity as a ground-mounted and solar electric generating system owner may enter into collateral agreements with third parties for installation, operation, and maintenance of a solar electric generating system;

WHEREAS, the LICENSOR and the LICENSEE desire to establish protocols to coordinate site activities and assure that access to the site for the installation, operation, and maintenance of a ground-mounted solar electric generating system conforms to EPA standards;

WHEREAS, the LICENSOR and the LICENSEE desire to execute this License to allow and encourage the performance of the ESPC dated _____, 2012 between DLA and (insert the name of the photovoltaic system owner) _________________________;

WHEREAS, the LICENSOR acknowledges and accepts the rights and obligations set forth in the aforementioned ESPC as they apply to the Environmental Protection Agency and is hereby granting the limited property rights contained herein to induce the LICENSEE to develop, design, construct, operate and maintain a ground-mounted solar electric generating system for the benefit of LICENSOR; and

NOW, THEREFORE in consideration of the mutual agreements and covenants hereinafter contained, the LICENSOR hereby grants to the LICENSEE and to its successors and assigns, a License to enter upon the Premises to install, construct, maintain, alter, repair, replace, reconstruct, operate and remove a ground-mounted solar electric generating system(s), hereinafter referred to as the "System," on the Premises.

All parties to this License expressly acknowledge that the License granted herein is effective only to the extent of the rights held by the LICENSOR in the Premises upon which the System is to be constructed and binding only as to the parties to this License.

The LICENSOR has determined that the granting of this License will not be adverse to the interests of the UNITED STATES and is compatible with the public interest; subject to the following covenants, conditions and restrictions:

GENERAL PROVISIONS

LICENSOR expressly acknowledges and accepts the rights and obligations set forth in the aforementioned ESPC and any amendments thereto as they apply to the Edison Facility of the Environmental Protection Agency, to induce LICENSEE to develop, design, construct, operate, maintain, and own the System for the benefit of LICENSOR.

1. Term and Termination

A. This License shall be effective upon execution by LICENSOR and shall continue for a period of ____(years for this agreement to match the term of the ESPC contract) from the effective date of this License, which shall be _________________. The terms of the License may be extended beyond its ESPC term, with the mutual consent of LICENSOR and LICENSEE expressed in writing.

B. Subject to the notice requirement in Paragraph C, this License may be terminated, in whole or in part, for any of the following reasons:

1. LICENSEE’s noncompliance with the terms of the License or ESPC;

2. Expiration of one (1) year of non-use of the License for the purpose or purposes granted;

3. Abandonment of the License by LICENSEE;

4. At any time by mutual consent of the LICENSOR and LICENSEE, expressed in writing;

5. No later than one hundred and eighty (180) days after the termination of the

ESPC

C. In the event the LICENSOR initiates termination for noncompliance, the LICENSOR shall provide the LICENSEE, or its successors or assigns, written notice of its intent to terminate the License. LICENSEE shall have thirty (30) days, or such additional time as provided by the LICENSOR, after receipt of the notice of intent to terminate to come into compliance with the terms hereof, to the reasonable satisfaction of the LICENSOR. If LICENSEE fails to come into compliance within the cure period, this License shall terminate at the expiration of the period provided for cure. In the event of a termination for any reason other than noncompliance, the LICENSOR shall provide a written termination notice to the LICENSEE or its successors or assigns and the termination shall be effective as of the date of such notice.

2. System Removal and Site Remediation

A. Unless otherwise agreed to in writing, by the LICENSOR and LICENSEE, and subsequently made a part of this License, upon expiration or termination of the License, LICENSEE shall have a reasonable time, not to exceed sixty (60) days or such other time as provided by the LICENSOR, after the date of expiration or termination to transfer ownership to the government or remove all of its structures or improvements located on the Premises. If the LICENSEE fails to do so within the allotted time, the LICENSOR may do so at LICENSEE's expense.

B. Unless otherwise agreed to in writing, at its sole risk, cost and expense, LICENSEE shall, within 180 days of expiration or termination of the License return all ground areas used by LICENSEE to site a ground-mounted solar electric generating system on the Premises to the individual ground areas original condition, except for ordinary wear and tear not associated with the installation, operation, or removal of the System, or as reasonably specified by the LICENSOR. LICENSEE shall leave the Premises in neat and clean order. Any damage to ground areas resulting from installation, operation, or removal of LICENSEE solar equipment shall be immediately repaired or replaced by LICENSEE, at LICENSEE’s expense, to satisfaction of LICENSOR.

3. Construction, Installation, Use, Operation and Maintenance

A. All work incidental to the design, construction, installation, use, maintenance and operation of the System on the Premises shall be performed by the LICENSEE without cost or expense to the LICENSOR and to the reasonable satisfaction of the LICENSOR. LICENSEE shall submit final plans and specifications of proposed construction to the LICENSOR's authorized representative and obtain his/her approval prior to commencement of construction, which approval shall not be unreasonably withheld or delayed. Furthermore, unless specifically pre-approved in writing by the LICENSOR, LICENSEE shall not construct, use or string overhead lines for interconnection or transmission purposes on the Premises.

B. All work connected with the construction, installation, use, maintenance and operation by the LICENSEE as contemplated by this License shall be performed in a good and workmanlike manner and in accordance with applicable federal, state, local, and EPA laws and regulations governing worker health and safety.

C. The System will be owned and operated by LICENSEE at its sole cost and expense.

Any repair or maintenance of the System will be completed by or for LICENSEE, at its sole cost and expense, for LICENSEE'S benefit as legal and beneficial owner or lessee of the System.

D. Other than Lender or System Lessor's (as these terms may be defined or given meaning in the ESPC) security interest in, or ownership of, the System, LICENSEE shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics', labor or materialman's lien), charge, security interest, encumbrance or claim of any nature (Liens) on or with respect to the Premises or any interest therein. LICENSEE also shall pay promptly before a fine or penalty may attach to the System or Premises any taxes, charges or fees of whatever type of any relevant Governmental Authority, relating to any work performed hereunder by LICENSEE or its agents and subcontractors on the System or Premises.

If LICENSEE breaches its obligations under this Section, it shall (i) immediately notify LICENSOR in writing, (ii) promptly cause such Lien to be discharged and released of record without cost to LICENSOR, and (iii) defend and indemnify LICENSOR against all costs and expenses (including reasonable attorneys' fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien.

E. LICENSOR shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. If LICENSOR breaches its obligations under this Section, it shall immediately notify LICENSEE in writing and shall promptly cause such Lien to be discharged and released of record without cost to LICENSEE.

F. LICENSOR and LICENSEE each shall notify the other within twenty-four (24) hours following their discovery of any material malfunction in the operation of the System or of their discovery of an interruption or planned interruption in the supply of on-site solar generated electricity. LICENSOR and LICENSEE shall each designate personnel and establish procedures such that both may provide notice of such conditions requiring LICENSEE's repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. LICENSOR and LICENSEE each shall notify the other upon the discovery of an emergency condition in the System. If an emergency condition exists, LICENSEE shall immediately dispatch the appropriate personnel to perform the necessary repairs or corrective action in an expeditious and safe manner.

4. Interconnection

A. The LICENSEE shall be responsible for executing an Interconnection Agreement with Public Service Electric and Gas Company (PSE&G). If LICENSEE determines that equipment upgrades are required for Interconnection, LICENSEE shall provide such upgrades as may be required, the costs of which shall be bourn by LICENSEE, unless otherwise determined by mutual agreement between LICENSEE and

LICENSOR.

B. The LICENSOR and the EPA shall have remote access to System performance data through a website provided by the LICENSEE. System performance data shall be realtime, 24/7 access and include at a minimum solar irradiance, DC power, AC real power, AC current, AC voltage, ambient air temperature, PV Module Temperature and AC energy. System performance data will be measured by metering and other instrumentation that is purchased, installed and maintained by LICENSEE.

C. The LICENSEE shall be responsible for all costs related to interconnection between the Edison Facilities distribution system and the System, except as provided in 4.A. of this section, including compliance with all applicable metering requirements. The System shall not affect the current Edison Facility loads on the existing transformer.

5. Solar Access License

A. LICENSOR hereby grants to the LICENSEE a non-recordable solar access License providing unobstructed access to the sun from the Premises. This non-recordable solar access License is subject to all existing buildings, structures, flora, and experiments which shall not be considered as interfering with LICENSEE'S access to the sun. LICENSOR agrees to use commercially reasonable efforts to prevent other buildings, structures or flora within its control from overshadowing or otherwise blocking access of the sunlight to the System and subsequent reduction in System electricity production.

B. LICENSEE, with LICENSOR’s reasonable assistance, is responsible for obtaining solar access rights from any other landowners adjacent to the Premises.

6. Licensee’s Indemnity

LICENSEE agrees that it shall indemnify and hold harmless LICENSOR, its officers, agents, servants, contractors, and employees, and LICENSOR’s Management and Operating Contractor for the Edison Facility, its officers, agents, servants, contractors, and employees (collectively, the “LICENSOR’s Indemnified Parties”) from and against any and all losses, damages, costs and expenses, including attorney’s fees, incurred by the LICENSOR’s Indemnified Parties to the extent arising from or out of the following:

(a) any claim for or arising out of any injury to or death of any Person or loss or damage to real or personal property of any Person to the extent arising out of LICENSEE’S negligence or willful misconduct (“Person” to be defined as anyone on the Premises), or

(b) any infringement of patents or the improper use of other proprietary rights by LICENSEE or its employees or representatives that may occur in connection with the performance of the Installation Work, Energy Services, System Operations and the ownership and use of the System.

(c) any other claims, demands, liabilities, damages, expense and losses arising out of the use of this License by LICENSEE, its agents or employees.

LICENSEE shall not, however, be required to reimburse or indemnify any LICENSOR Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any LICENSOR Indemnified Party.

7. Licensee Performance

The failure of the LICENSOR to insist in any one or more instances upon strict performance of any of the terms, covenants or conditions of this License shall not be construed as a waiver or relinquishment of the LICENSOR'S right to the future performance of any such terms, covenants, or conditions and the LICENSEE'S obligations with respect to such future performance shall continue in full force and effect.

8. Licensor Reservations

A right is reserved by the LICENSOR, its agents, employees, or representatives to enter upon the Premises for the purpose of inspection and when otherwise deemed necessary by LICENSOR in the LICENSOR’s discretion for the protection of the interests of the LICENSOR, provided that the LICENSOR will provide LICENSEE with forty-eight (48) hours notice, except in event of emergency, in which case LICENSOR will give such notice as is practicable under the circumstances.

9. Inspection and Protection of Property

A. The LICENSOR and LICENSEE have inspected and know the condition of the

Premises, and it is understood that the property is granted without any representation or warranty by the LICENSOR whatsoever, other than representations made in section 16, Warranty of Authority and Representations of this License, and without obligation on the part of the LICENSOR to make any alterations, repairs, or additions.

B. All portions of the Premises shall at all times be protected and maintained in good order and condition by and at the expense of the LICENSEE. Any property of the LICENSOR damaged or destroyed by the LICENSEE incident to the use and occupation of the Premises shall be promptly repaired or replaced by the LICENSEE to the reasonable satisfaction of the LICENSOR or in lieu of such repair or replacement the LICENSEE shall, if so required by the LICENSOR, pay to the LICENSOR money in an amount sufficient to compensate for the loss sustained by the LICENSOR by reason of damages to or destruction of the LICENSOR's property.

C. LICENSOR shall have the right to issue warnings and bar from the Premises violators of construction, operation, environment, safety, health, and security performance standards. This shall not be deemed to infringe on LICENSEE’s right of access or excuse LICENSEE from any obligations/duties due to persons barred.

D. LICENSOR and LICENSEE will collaborate to conduct routine inspections of the installation, operation, and maintenance activities of the Premises and System to ensure construction, operation, environment, safety, and health and security performance standards are met and risks to employees, the public, and the environment are minimized. LICENSOR and LICENSEE will promptly provide each other all inspection reports and any findings and corrective actions.

10. Covenant Against Contingent Fees

The LICENSEE warrants that no Person or selling agency has been employed or retained to solicit or secure this License upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the LICENSEE for the purpose of securing business. For breach or violation of this warranty the LICENSOR shall have the right to annul this License without liability or, in its discretion, to require the LICENSEE to pay the full amount of such commission, percentage, brokerage, or contingent fee.

11. Insurance

All insurance required of the LICENSEE on the Premises shall be for the protection of the LICENSOR and the LICENSEE against their respective risks and liabilities in connection with the Premises. Insurance shall be in such form, in such amounts or higher, for such periods of time, and with such insurers as the LICENSOR may reasonably require or approve. A certificate of insurance or a certified copy of each policy of insurance shall be furnished to the LICENSOR'S representative prior to use of the Premises. The LICENSEE agrees that not less than thirty (30) days prior to the expiration of any insurance required by this License, it will furnish to the LICENSOR'S representative a certificate of insurance or a certified copy of each renewal policy to cover the same risks. During the term of this License, the LICENSEE shall ensure that its activities, as well as the activities of all its contractors at whatever tier performing any construction, operation, maintenance, repair, or replacement on the Premises shall, prior to initiating such work, provide proof of and maintain the following insurance in such companies and on such terms satisfactory to the LICENSOR.

TYPE OF INSURANCE MINIMUM COVERAGE

Per Person Property Per Accident

1. Comprehensive General Liability $3,000,000 $1,000,000 $5,000,000

2. Automobile Liability $1,000,000 $500,000 $5,000,000

3. Workman’s Compensation ---------As set by Statute in New Jersey--------

4. Employer’s Liability (sometimes $1,000,000 $5,000,000 referred to as “1(b)” coverage”)

Failure of the LICENSEE and its contractors to carry and maintain, at a minimum, the types and amounts of insurance specified above shall constitute a material breach of the terms of this License by the LICENSEE and permit the LICENSOR to terminate this License under Section 1.B.1. of this License.

All policies for insurance shall provide by appropriate language that the United

States of America and or its assigns and the Management and Operating

Contractor for the Edison Facility and EPA are additional insureds; that the insurer waives any rights of subrogation against the United States of America and the Management and Operating Contractor for the Edison Facility which might arise by reason of any payment made under this policy; and, that all rights of the insured for contribution from other insurers of the United States Government and the Management and Operating Contractor for the Edison Facility are waived.

12. Transfers and Assignments

A. The conditions of this License shall extend to and be binding upon and shall inure to the heirs, representatives, successors, and assigns of the LICENSEE. The LICENSEE shall neither transfer nor assign this License or any property on the Premises, nor sublet the Premises or any part of the property, nor grant any interest, privilege, or License whatsoever in connection with this License without the express written permission of the LICENSOR which permission shall not be unreasonably withheld.

B. The LICENSOR acknowledges that it provides this License as one component of a tri-party arrangement between LICENSOR, LICENSEE and DLA which arrangement is memorialized in two documents, this License, and the ESPC between DLA and LICENSEE. In accordance with this tri-party arrangement, if LICENSEE assigns its interests in the ESPC to a third-party including a Lender or System Lessor, LICENSOR agrees to the assignment of this License to such third-party if that party is a Qualified Assignee under the ESPC between DLA and LICENSEE and is determined in writing by the LICENSOR to be an acceptable party, such determination shall not be unreasonably withheld.

C. In the event of any transfer or Assignment of the ESPC by the LICENSEE to a third-party Lender, LICENSOR agrees that the Lender may take the place of LICENSEE for purposes of enjoying the benefits and performing the obligations specified in this License.

D. Notwithstanding any other provision of this License, LICENSOR agrees to provide

Lender with a copy of any notice of noncompliance LICENSOR may send to LICENSEE pursuant to the terms of this License. LICENSOR agrees that Lender shall have the concurrent opportunity and same thirty (30) days period of time to cure any noncompliance by LICENSEE as provided to LICENSEE in License Provision 1.C.

E. The System installed on the Premises is considered to be personal property of the

LICENSEE and not a fixture. LICENSOR acknowledges that LICENSEE's Lender or System Lessor may have a security interest in the System.

13. Force Majeure

If a force majeure event has occurred which excuses the performance of the Parties to the Edison Facility as a catastrophic loss, then similar performance of the LICENSOR's and LICENSEE's obligations specified herein arising from the catastrophic loss shall also be excused. However, in no instance shall LICENSEE’s obligations under Section

2. System Removal and Site Remediation be excused.

14. Amendment

This License may not be amended or superseded except by an agreement in writing executed by the LICENSOR and the LICENSEE. Provided, however, if minor technical adjustments or revisions to the legal descriptions or depictions of the Premises are necessary after the execution of this License and provided the LICENSOR and LICENSEE hereto mutually agree in writing as to such revisions, then revised legal descriptions and depictions may be attached to this License with the new exhibits.

15. Recordation

This License shall not be recorded.

16. Warranty of Authority and Representations

The signatories warrant that they have full right and authority to enter into this License.

LICENSOR represents that there are no existing encumbrances related to the Premises.

LICENSOR represents that the Premises are free of Hazardous Materials and further acknowledges its responsibility to mitigate the impacts associated with pre-existing Hazardous Materials.

SITE ACCESS PROVISIONS

17. Project Planning and Execution

A. LICENSEE shall collaborate with LICENSOR to define and execute a comprehensive and efficient project management and execution plan. The plan will address the construction, commissioning, interconnection, operations, and maintenance phases including a risk-graded approach to address hazards, hazard mitigation and inspections.

B. LICENSOR shall make available to LICENSEE all relevant technical schematics, drawings, and specifications necessary for the interconnection of the System to the existing Edison Facility electrical system.

C. LICENSEE shall take all reasonable steps necessary to reduce nuisances on

LICENSOR's neighbors during construction and operation.

D. LICENSOR must approve the final project management and execution plan prior to the start of construction and LICENSOR must approve the final interconnection of the system to LICENSOR's infrastructure at the Edison Facility, approval not to be unreasonably withheld.

E. LICENSEE is responsible for all work performed on the Premises and the delivery, storage, security, and disposition of all materials delivered to the Premises until completion of the installation and during maintenance and operation of the System.

18. Environment, Safety and Health Management

A. LICENSEE shall assure LICENSOR, to LICENSOR’s reasonable satisfaction, that

LICENSEE’s designated environmental, safety and health (ES&H) manager is knowledgeable in applicable federal, state, local, and EPA ES&H requirements.

LICENSEE shall assure LICENSOR that its contractors and employees are trained in, familiar with, and comply with applicable LICENSEE’s and LICENSOR’s ES&H policies, procedures and standards, to include those specifically tailored for EPA and the Edison Facility.

B. LICENSEE shall notify the LICENSOR's Authorized Representative within two hours of any employee injuries/illnesses at the Premises requiring medical attention in excess of first aid, or incidents at the Premises that result in damage to equipment or facilities, or threats or impacts to the environment.

C. LICENSEE shall suspend operations at the Premises and immediately notify the

LICENSOR's Authorized Representative if unanticipated conditions are encountered that present a possible ES&H exposure (e.g., imminent danger, suspected hazardous materials, accidental release of hazardous material, possible archaeological sites).

LICENSEE must inform all its workers and contractors that they have stop work authority when these conditions are encountered. A hazard assessment must be completed and appropriate controls identified to mitigate the identified hazard(s) prior to beginning work.

D. LICENSEE shall conduct activities on the Premises within the scope of any environmental assessments and determinations made by LICENSOR pursuant to the National Environmental Policy Act (NEPA). LICENSEE shall not initiate any construction or take any other irreversible actions until LICENSOR issues a NEPA clearance. If changes are anticipated to the scope of activities as described in the applicable NEPA documents and determinations, or if the scope of activities is desired to be expanded, LICENSEE has a continuing notification obligation, and shall notify LICENSOR of any proposed changes. Requirements for additional NEPA documents or determinations shall be determined on a case-by-case basis.

LICENSEE shall provide information as requested to support any future NEPA determinations.

E. Throughout the term of this License, LICENSEE shall promptly notify the

LICENSOR's Authorized Representative upon discovery of any damages found on the Premises.

F. LICENSEE shall take all necessary and reasonable safety precautions with respect to providing the Installation Work, Energy Services, and System Operations that shall comply with all applicable laws pertaining to the health and safety of persons and real and personal property. LICENSEE shall comply with applicable State and local standards for public health and safety, environmental protection and siting, construction, operation and maintenance, if these State and local standards are more stringent than Federal standards for similar projects.

G. LICENSEE shall provide an easily accessible bulletin board or other suitable information center on the Premises, ensuring that employees know its location, and posting the following as a minimum:

1. Emergency telephone numbers.

2. LICENSEE's project management and execution plan or a location where it may be accessed.

3. Any other posting required by law.

H. LICENSEE shall ensure that its employees obtain all necessary EPA safety and access training prior to requiring entrance to the laboratory. All employees planning to require access to the laboratory for 40 hours or more per year are subject to this requirement.

19. Alterations

No additions to or alterations of the Premises other than those specifically provided for under the terms of this License shall be made without the prior written consent of the LICENSOR, to be given or withheld in LICENSOR’s sole discretion.

20. Permits and Responsibilities

LICENSEE, without expense to LICENSOR, shall be responsible for obtaining any necessary licenses and permits.

21. Notices of Violation or Alleged Violations, Fines, and Penalties

A. LICENSEE shall immediately notify the LICENSOR's Authorized Representative of any notice it may receive regarding Notice of Violations (NOV) or Notice of Alleged Violations (NOAV) issued by federal, state, or local regulators associated with LICENSEE's installation, operation, and maintenance of the System.

B. LICENSEE shall at its own expense immediately correct the conditions that resulted in the NOV/NOAV consistent with the issuing authority’s regulations and to the reasonable satisfaction of LICENSOR. LICENSEE shall at its own expense, support and provide assistance to LICENSOR concerning any matter arising under a

NOV/NOAV.

C. LICENSEE shall accept all responsibility, including payment, for valid fines and penalties issued by federal, state, or local regulators resulting from the actions of LICENSEE, its agents, representatives, or invitees for acts or failures to act after the effective date of this License.

22. Introduction, Management, and Disposal of Fuels, Hazardous or Toxic Materials, and Wastes

A. LICENSEE shall limit the use of fuels and hazardous or toxic materials on the Premises. LICENSEE shall provide Material Safety Data Sheets for any such products prior to these materials being brought onto the Premises. The notification shall include the materials, quantities, and intended use. Written approval must be obtained from the LICENSOR prior to these materials being brought onto the Premises. All such materials will be stored in approved containers in compliance with federal, state, and local regulatory requirements. Any spills of hazardous, toxic, or petroleum-based materials shall be reported immediately to the LICENSOR's Authorized Representative. LICENSEE is responsible for clean-up, disposal, and appropriate remediation actions resulting from any spills, leaks, or accidental discharges, resulting from its acts or failure to act. These activities must be coordinated with the LICENSOR's Authorized Representative.

B. LICENSEE shall minimize all wastes produced and shall remove these wastes from the site promptly at their own expense, in compliance with federal, state, and local regulatory requirements.

23. Site Access, Access Control, and Security

A. It is expressly understood that LICENSOR may limit or restrict the right of access herein granted in any manner considered necessary by LICENSOR, in LICENSOR’s sole discretion, for national security emergencies, site emergency or other emergency situations, or necessitated by scientific experimental activities on site. In the event of such emergencies LICENSOR will notify LICENSEE immediately and will provide LICENSEE access to the facility as soon as possible as dictated by such emergency and emergency response. Additionally, LICENSEE expressly understands and agrees that there may be times when scientific experimental activities may preclude access to portions of the site and/or Premises. LICENSOR will provide reasonable notice of such restrictions, At all other times; LICENSOR will ensure LICENSEE's reasonable access to the site

B. It is expressly understood that LICENSOR has no responsibility to provide any security measures to protect LICENSEE’s interests within the Premises.

C. For routine work and/or inspections, LICENSEE shall provide reasonable notice (24 hours) to LICENSOR or his agents (i.e., the Edison Facility) prior to attempting to enter the laboratory site to perform maintenance, repairs, or periodic inspection visits.

D. LICENSEE shall ensure any system design and operation reduces nuisance to the lowest level achievable with safety and security considerations.

24. Protection of Existing Vegetation, Structures, Equipment, Utilities, and Improvements

LICENSEE is responsible to restore Premises to prior condition and shall employ reasonable methods to protect from damage existing vegetation, structures, utilities, and improvements:

1. At or near the Premises, and

2. On adjacent property, including property of a third-party, the locations of which are made known to or should be known by LICENSEE.

3. Ensure the installation is consistent with and follows the intent of the existing Edison site stormwater management plan.

25. Operations and Storage Areas

A. LICENSEE shall confine all operations (including storage of materials) on the Premises to areas authorized or approved by the LICENSOR's Authorized Representative, which site shall be reasonably accommodating for staging purposes.

B. LICENSEE shall use only established roadways. When it is necessary to cross curbs or sidewalks, LICENSEE shall protect them from damage. LICENSEE shall repair or pay for the repair of any damaged curbs, sidewalks, or roads.

26. Cleaning Up

A. LICENSEE shall at all times keep the Premises, including storage areas, free from accumulations of waste materials. Before completing the Installation Work, LICENSEE shall remove from the Premises any rubbish, tools, scaffolding, equipment, and materials that are not the property of LICENSOR and leave the area in a clean, neat, and orderly condition, satisfactory to the LICENSOR's Authorized Representative.

B. During the maintenance and operation of the System, LICENSEE shall keep the Premises and storage areas in a clean, neat, and orderly condition, satisfactory to the LICENSOR's Authorized Representative.

27. LICENSOR's Right to Stop Work

A. Employees, officials, agents, and contractors of LICENSOR shall have the right, at any time, to require LICENSEE and its employees, officials, agents, and contractors to stop all, or any part, of the installation, operation and maintenance of the System on the Premises when, in their sole judgment an imminent hazard to employees, the public, or the environment exists.

B. Upon verbal direction or receipt of a stop work order, LICENSEE shall immediately comply with its terms. The LICENSOR's Authorized Representative will contact LICENSEE to resolve the stop work order.

C. LICENSEE shall not be entitled to and LICENSOR shall not be liable for any damages, losses, or claims of any nature arising from or associated with such stop work order.

D. LICENSOR will work with LICENSEE to promptly address and mitigate the hazard, and to resume System installation, operation, or maintenance activities, at LICENSEE’s sole expense.

28. Nondiscrimination

In the construction, operation, maintenance, and termination of the System authorized by this License, the LICENSEE shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, or national origin. All subcontracts shall include an identical provision.

29. Governing Law

This License, its validity, construction and all rights hereunder shall to the extent possible, be governed by Federal law and regulation. In the event of a dispute, LICENSOR and LICENSEE agree that before filing any action in court, they shall put forth a reasonable good faith effort and attempt to resolve any dispute arising out of or relating to the License through negotiation between representatives of the LICENSOR and LICENSEE who have authority to settle the controversy.

LICENSOR and LICENSEE agree to venue in the appropriate Federal Court.

30. Availability of Funds

Implementation and performance under this License by the LICENSOR is subject to the requirements of the Anti-Deficiency Act, 31 USC Section 1512, et seq.

The performance by LICENSOR of any of the terms, covenants, or conditions in this License shall be subject to the availability of funds appropriated and allotted by the United States Congress for operation of the EPA’s Edison facility. Nothing shall be construed as implying that Congress will, at a later date, appropriate sufficient funds.

Attachments to License

Exhibit A Legal Description of the Premises

Authorized Representatives and Points of Contact

Authorized Representatives

The LICENSOR's Authorized Representative shall be:

The LICENSEE'S Authorized Representative shall be:

LICENSOR and LICENSEE each will assign a single project manager/point-of-contact for the installation, operation, and maintenance of the System to ensure coordinated and efficient communication between the LICENSOR’s and LICENSEE’s management.

LICENSOR's Site Office Manager shall be:

LICENSEE’S Project Manager shall be:

LICENSOR and LICENSEE shall promptly notify each other with any change to the individuals identified above or their contact information. Such changes shall be effective upon receipt of written notice.

Upon receipt of written notice, such change shall be incorporated into this License and no formal modification shall be required.

Notices

No notice, order, clarification, direction, determination, requirement, consent, agreement, or approval under this License shall be of any effect unless provided in writing by certified return receipt mail to the authorized representatives at the address set out above.

IN WITNESS WHEREOF, this License is executed on the day and year first written above by:

UNITED STATES OF AMERICA

Environmental Protection Agency

By: ________________________________________

Name:_______________________________________

Title: _______________________________________

Date:________________________________________

NOTARY SEAL:

LICENSEE

By: ________________________________________

Name:_______________________________________

Title: _______________________________________

Date:________________________________________

NOTARY SEAL:

EXHIBIT A

Line Item

Property ID Property Name

Est. Area Available

(sq. ft.)

Minimum Power Density (kW/100ft2)

Potential rated System capacity (kW)

34-3000a Site 1 Open field on Facing Woodbridge Ave

205,000 0.92 2,530