TVA_RSOE_LICENSE_AGREEMENT_DRAFT_7-27-17.pdf

TVA 30461 (8-1985) [4-1992] Page 1 of 4

LICENSE AGREEMENT FOR OCCUPANCY Contract No.

AND USE OF TVA LAND Tract No.

A. DATE OF AGREEMENT B. NAME OF LICENSEE

Month Day Year

ADDRESS

TELEPHONE NUMBER

C. Licensee is a: Government

Local State Federal Corporation Partnership Individual

D. DESCRIPTION AND LOCATION OF PREMISES

E. PERMITTED USE OF PREMISES

F. PERIOD OF OCCUPANCY Month Day Year G. IF APPLICABLE - Cost IS TO BEGIN of license per year $

H. NOTICE OF TERMINATION OF AGREEMENT (BY EITHER PARTY) MUST BE GIVEN 30 days PRIOR TO ACTUAL DATE OF TERMINATION 60 days

I. TVA DESIGNATED REPRESENTATIVE

ADDRESS

TELEPHONE NUMBER

This agreement, made and entered into as of the date first written above, by and between TENNESSEE VALLEY AUTHORITY (hereinafter called “TVA”), a corporation created by the Tennessee Valley Authority Act of 1933, and the party described in section (b) above (hereinafter called “Licensee”), whose address is described in section (B) above.

W I T N E S S E T H

IN CONSIDERATION OF THE MUTUAL COVENANTS HEREINAFTER STATED THE PARTIES HERETO AGREE AS

FOLLOWS:

1. TVA hereby grants to the Licensee a license to occupy and use, subject to all of the terms and conditions hereinafter stated, the premises described in section (D) above for the purposes described in section (E) above during the term of this agreement. Said premises are more specifically described and designated on the sketch map labeled “EXHIBIT A,” which is attached hereto and made a part hereof.

2. In all matters relating to this license, the TVA designated representative, whose name and address appear in the section (I) above, shall act for TVA, unless or until TVA shall designate a different representative or address.

3. The Licensee shall have the right, upon receipt of TVA’s written approval of Licensee’s plans, to dig; excavate; install pipe, wire, and poles; cut, trim, and clear trees and brush; and destroy or otherwise dispose of such trees and brush and other obstructions, but only to the extent reasonably necessary to the occupancy and the use of the premises for the purpose for which this license is granted.

TVA 30461 (8-1985) [4-1992] Page 2 of 4

4. The Licensee shall maintain the premises in as good condition as they were in when first entered upon pursuant to this license, ordinary wear and tear excepted, and damage cause by the acts of God, civil commotion, or negligence of TVA excepted. If the Licensee shall fail to restore the premises to their original condition and to make any repairs or replacements required by this article, TVA may make such repairs or replacements, and in that event the Licensee shall reimburse TVA the full cost thereof within thirty (30) days after notice of payment therefor.

5. Either party may terminate this agreement at any time without regard to payment periods, by giving written notice to the other, specifying the date of termination, such notice to be given not less than the time period specified in section

(H) above. Any notice mailed, addressed to the Licensee at the address indicated herein, or delivered to the Licensee shall be notice hereunder by TVA. Any notice mailed or delivered to the TVA designated representative at the address indicated herein, unless and until TVA shall designate a different representative or address, shall be notice hereunder by the Licensee.

6. The Licensee shall have the right, during the period of this agreement, to make improvements, erect structures and install equipment in or upon the premises, upon receipt of advance written approval from TVA’s designated representative listed in section (I) above. Such structures and equipment so placed in or upon or attached to the said premises shall be and remain the property of the Licensee and may be removed therefrom by the Licensee at any time prior to any termination of this agreement and within thirty (30) days after any termination of this agreement;

provided, however that no structures may be erected upon the said premises unless and until the design and proposed location thereof have been approved by TVA; and provided, further, that the Licensee shall, upon the removal of said structures and equipment, promptly repair any damage to the premises resulting from the erection, installation, or removal of said structures, and equipment. Title to structures and equipment not removed from the premises within thirty (30) days after any termination of this agree shall automatically vest in TVA without further consideration. All property, structures, and equipment of the Licensee placed in or upon or attached to the premises shall be the sole risk of the Licensee. The Licensee shall, upon the removal of any or all of its property promptly repair any damage to the premises resulting from the placing, construction, maintenance, and removal of said property. No fill material may be placed on or removed from the premises without advance written approval from TVA’s designated representative.

7. The licensee shall not, during its occupancy and use of the premises, reconstruct, relocate, or structurally alter any structure or fixed improvement upon the premises, unless such reconstruction, relocation, or structural alteration is made with the prior written approval of TVA.

8. TVA reserves the right to enter upon the premises for the purpose of inspecting the premises, conducting any operations or programs upon the premises that will not interfere with the continued use of the premises by the Licensee under the terms of this agreement, and going to and from any lands of TVA which adjoin the premises.

9. The Licensee’s occupancy and use of the premises covered by this agreement are subject to, and the Licensee shall comply with, all applicable laws and governmental regulations and all rules and regulations prescribed by TVA with respect thereto. The Licensee shall promptly pay all ad valorem taxes which lawfully may be imposed upon its property on the premises.

10. All land-disturbing activities shall be conducted by the Licensee in accordance with best management practices as defined by Section 208 of the Clean Water Act and implementing regulations to control erosion and sedimentation so as to prevent adverse water quality and related aquatic impacts. Such practices shall be consistent with sound engineering and construction principles; applicable Federal, state, and local statutes, regulations, or ordinances; and proven techniques for controlling erosion and sedimentation. The Licensee shall do all in its power to prevent and suppress forest and grass fires upon or in the vicinity of the premises. The Licensee shall keep the premises at all times in a clean and sanitary condition.

11. The Licensee will control all emissions of pollutants that might be charged directly into the atmosphere, into any stream, lake reservoir, or other surface or subterranean waters, or into or onto the ground from any part of the licensed premises, in full compliance with all applicable standards and requirements relating to pollution control of any kind now in effect or hereafter established pursuant to Federal, state, or local statutes, ordinances, or regulations.

TVA 30461 (8-1985) [4-1992] Page 3 of 4

12. The Licensee shall save the United States of America, TVA, and their respective agents and employees harmless from any and all liability for personal injuries, property damage, or loss of life or property resulting from, or in any way connected with, the condition or use of the premises covered by this agreement, except liability for personal injuries, property damage, or loss of life or property caused by the sole negligence of TVA.

13. No assignment of this agreement or any interest herein and no sublicense for any purpose shall be made or granted by the Licensee without the prior written consent by TVA.

14. The Licensee agrees that it does not, and shall not, claim at any time interest or estate of any kind or extent whatsoever in the premises, by virtue of this license or its occupancy or use hereunder.

15. TVA does not warrant or represent that the premises are safe, healthful, or suitable for the purposes for which they are permitted to be used under the terms of this agreement.

16. No member of or delegate to Congress or Resident Commissioner or any officer, employee, special Government employee, or agent of TVA shall be admitted to any share or part of this contract to any benefit arising therefrom, but this provision shall not be construed to extend to a corporation or unit of government contracting for its or for the public general benefits; nor shall Contractor offer or give, directly or indirectly, to any officer, employee, special Government employee, or agent of TVA, any gift, gratuity, favor entertainment, loan, or any other thing of monetary value, except as provided in 18 C.F.R. Section 1300.735-12 or -34. Breach of this provision shall constitute a material breach of this contract.

17. Any relocation or adjustment of Licensee’s equipment or related facilities necessitated by TVA’s activities during the term of this license shall be performed at the sole expense of the Licensee.

18. Licensee shall pay TVA interest, at the rate payable by TVA under Prompt Payment Act (31 U.S.C 3901-3906), on any overdue amount. Interest shall run from the date payment is due under this license until the date TVA receives payment or the date the remittance is postmarked, whichever is earlier. In addition to the interest charge for late payment, Licensee shall pay TVA an administrative fee currently fixed at Fifteen Dollars ($15) as a result of such late payment. Payment of interest and the administrative fee shall be due thirty (30) days after the date of TVA’s invoice for said payment. Failure to make any payment as required by this license shall be basis for termination.

19. The Native American Graves Protection and Repatriation Act and the Archeological Resources Protection Act apply to archeological resources located on the premises. If LESSEE (for licensee or grantee (for easement) or applicant (for 26a permit of Federal land) discovers human remains, funerary objects, sacred objects, objects of cultural patrimony, or any other archeological resources on or under the premises, LESSEE (for licensee, grantee, or applicant) shall immediately stop activity in the area of the discovery, make a reasonable effort to protect the items, and notify TVA by telephone __________, with written confirmation to TVA at _____________________________________. Work may not be resumed in the area of the discovery until approved by TVA.

IN ADDITION TO THE ABOVE, THE FOLLOWING ITEMS WHICH HAVE BEEN CHECKED (X) ALSO APPLY:

18. This agreement in no way constitutes approval by TVA, within the meaning of Section 26a of the Tennessee Valley Authority Act of 1933, of any structures, utilities, or facilities constructed or to be constructed hereunder.

The Licensee will not construct any structures, utilities, or facilities for which approval is required under said Section 26a until plans for such structure, utility, or facility have been submitted to TVA for approval in accordance with established procedures.

19. The Licensee shall pay for this license at the rate specified in section (G) above, payable in advance. The first annual payment shall be made on the date specified in Article (F) above. Subsequent annual payment shall be made in advance promptly by the month and day specified in Article (F) above. Payment for any period less than one (1) year shall be apportioned on a 365-day basis, and upon any termination of this agreement, TVA shall refund the unearned portion of the fee paid in advance; provided, however, that no payment or refunds shall be made in amounts less than ONE DOLLAR ($1).

20. TVA reserves the right to manipulate the levels of any of its lakes in any manner whatsoever, and to draw down said lakes at any time. TVA shall not be liable to the Licensee by reason of any injury to person or property or

TVA 30461 (8-1985) [4-1992] Page 4 of 4 for loss of life or property suffered or sustained in, upon, or about any of the premises as a result of the operations of TVA.

21. The Licensee shall have the right to pass and repass over existing access roads of TVA not included in the licensed premises in going to and from said premises. Such existing access roads will be designated by TVA.

In the event that the Licensee shall require additional access roads in going to and from the licensed premises, the Licensee may construct, at its own expense, such additional access roads, but such additional access roads may not be constructed in locations other than those designated by TVA. Access roads so constructed by the Licensee shall be maintained in usable condition by the Licensee during the period of use thereof by the Licensee.

[ ] 22. Special Provisions

IN WITNESS whereof, the parties have executed this instrument on the day and year first above written.

LICENSEE TENNESSEE VALLEY AUTHORITY

By By

Title Title