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HomeMy WebLinkAboutCC Resolution 12352 (999 Third St.; PG&E)RESOLUTION 12352 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL EXTENDING THE LICENSE AGREEMENT BETWEEN PACIFIC GAS & ELECTRIC COMPANY (PG&E) AND THE CITY OF SAN RAFAEL FOR USE OF THE PARKING AREA LOCATED AT 999 THIRD STREET FOR AN ADDITIONAL 12 MONTH PERIOD. (Fourth amendment to License Agreement, commencing on September 1, 2007 and running to September 1, 2008) WHEREAS, the City of San Rafael and PG&E entered into a 12 -month license agreement for use of a parking area located on PG&E property located at 999 Third Street, dated July 7, 2003; that was approved by City Council Resolution No. 11295; and WHEREAS, the City of San Rafael and PG&E have annually renewed the license agreement and the agreement has been extended an additional three months by letter of authorization; and WHEREAS, the City of San Rafael and PG&E desire to enter into a fourth amendment extending the license agreement for an additional 12 month period on similar terms; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: The City Council of the City of San Rafael does, hereby, authorize the City Manager to enter into and execute a license agreement with Pacific Gas & Electric Company for use of the parking area located at 999 Third Street at a monthly license fee of $2,710.00 per month commencing on October 1, 2007. I, Jeanne M. Leoncini, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of the City of San Rafael, held on Monday, the 17th of September, 2007, by the following vote, to wit: AYES: Councilmembers: Cohen, Heller, Miller, Phillips and Mayor Boro NOES: Councilmembers: None ABSENT: Councilmembers: None J n�Leoncini, City Clerk FOURTH AMENDMENT TO LICENSE AGREEMENT THIS FOURTH AMENDMENT TO LICENSE AGREEMENT ("Amendment"), dated September 1, 2007, for reference purposes only, is made by and between PACIFIC GAS AND ELECTRIC COMPANY, a California corporation ("PG&E'), and the CITY OF SAN RAFAEL, a municipal corporation, ("Licensee"). PG&E and Licensee are sometimes referred to herein individually as a "Rajif' and collectively as the "Parties". RECITALS A. The Parties entered into a License Agreement (the "License Afreement"), dated July 7, 2003, which granted permission for Licensee to occupy, use and maintain a portion of the real property at 999 Third Street, San Rafael, California, (the "License Area" as set forth in the License Agreement) owned by PG&E. The term of the License Agreement expired July 18, 2004, and was extended to July 1, 2005, by the First Amendment to License Agreement dated June 21, 2004, and was subsequently extended to July 1, 2006, by the Second Amendment to License Agreement dated June 1, 2005, to July 1, 2007, by the Third Amendment to License Agreement dated June 2, 2006, and to August 31, 2007, by letters of agreement dated June 15, 2007, and July 19, 2007. B. Licensee desires to continue its use of the License Area until September 1, 2008. C. Licensee has requested that PG&E extend the License Agreement to allow Licensee to continue the use as described in the License Agreement. D. PG&E is willing to extend the License Agreement on the terms and conditions set forth in this Amendment, and Licensee is willing to agree to such terms and conditions. E. The Parties now desire to amend the License as set forth herein. AGREEMENT NOW, THEREFORE, the Parties agree as follows: Amendments to License Aiareement. The License is hereby amended as follows: 1.1 TERM. Section 4 (a) of the License is hereby deleted and replaced in its entirety with the following: This License Asreement shall be for a term of twelve (12) months. commencing on September 1. 2007. and running to September 1. 2008. subiect to termination as provided hereafter. 1.2 FEES. Section 2 of the License Agreement is hereby deleted and replaced in its entirety with the following: 02898.254.0001.b j r • �q Licensee shall pav to PG&E the monthly license fee of Two Thousand Seven Hundred and, Ten Dollars !$2,710.001 due and vavable on the last day of each month for the remaining term of this License Agreement. 1.3 TEMPORARY SUSPENSION OF LICENSEE'S ACTIVITIES.. The following new provision is hereby added to the License Agreement immediately following Section 22: 23. Temoorary Suspension of Licensee's Activities. Notwithstanding anything to the contrary contained in this License Agreement but subject to the express terms and conditions set forth in this Section 23, at anytime during the term of this License Agreement, PG&E shall have the right, in its sole and absolute discretion, to temporarily suspend Licensee's Activities for purposes of conducting environmental sampling, tests and investigations in, on and under the Property. PG&E shall provide Licensee with at least fifteen (15) days' prior written notice of any such temporary suspension and fifteen (15) days' prior written notice of the completion of such suspension. Licensee shall halt all Licensee's Activities (whether by Licensee or Licensee's Representatives) remove all automobiles and other passenger vehicles from the License Area, and close and lock the gate thereto prior to the commencement of the suspension period. During the suspension period, PG&E shall keep the gate and/or other barrier secured so as to prevent unauthorized use of the License Area, and Licensee and Licensee's Representatives shall not have the right to enter or use the License Area or Property for the Licensee's Activities or any other purpose, except as permitted by law. Licensee shall have the right to attach a sign to the gate at the entrance of the License Area, or other location approved by PG&E, to inform Licensee's permittees of the closure of the lot, and redirect them to off-site parking areas. PG&E shall have the right to remove and store any automobiles or other vehicles that remain in the License Area during any such suspension period at Licensee's sole cost and expense, such costs and expense to be reimbursed to PG&E by Licensee within thirty (30) days after receipt of written invoice from PG&E. The parties acknowledge and agree that the exact nature and scope of such sampling, tests and investigations to be conducted in, on and under the License Areaduring any such suspension may be invasive and/or non-invasive and, in any event, shall be in PG&E's sole and absolute discretion. The parties further acknowledge and agree that there shall be no limit on the number of consecutive days of any such temporary suspension or to the number of any such suspensions during the term of this License Agreement; provided, however, Licensee shall not be required to pay the monthly license fee set forth in Section 2 for any period during which Licensee's Activities are suspended pursuant to this Section 23 and the monthly license fee due for any month during which a suspension may take place shall be pro rated based on the number of days in the particular month(s) such suspension occurs and payable in arrears on or before the last day of such month (without notice from PG&E for payment). The length of the suspension period for purposes of such proration shall be based on the dates provided by PG&E's written notices as to when the suspension commences and expires, provided that no payments shall be due for days when the License Area is not accessible or usable for parking purposes to the same extent as prior to the suspension. PG&E's rights to suspend Licensee's Activities and use of the License Area as provided in this Section 23 shall not in any way affect or alter the terms and conditions applicable to Licensee and Licensee's use of the License Areaas set forth in this License except 02898.254.00O1.b 7 as otherwise specifically set forth in this Section and, more specifically, Licensee's obligations under this Licensee Agreement shall similarly not in any way be affected, provided that Licensee's insurance and indemnification obligations shall be suspended and not apply for the period of any suspension. Furthermore, nothing in this Section 23 is intended to modify PG&E's termination rights contained in Section 4(b) and/or Licensee's termination rights in Section 4(c). 1.4 RATIFICATION. Except as expressly amended, modified or supplemented by this Amendment, all provisions of the License remain unchanged. IN WITNESS WHEREOF, the Parties have executed this Amendment as set forth below. "PG&E" PACIFIC GAS AND ELECTRIC COMPANY, a California corporation Dated: , 2007 By Ettore Minor Supervisor, Land Rights Services "LICENSEE". CITY OF SAN RAFAEL, a municipal corporation, Dated: October 8 , 2007 By) @�Ao RDHOFF Dated: October 8 , 2007 Its City Manaqer Attest: JEAMX. IEONCINI, City Clerk A as to form: Clark E. Guinan Assistant City Attorney 02898.254.0001.b 3