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HomeMy WebLinkAboutFD License Agreement (Emergency or Hazardous Event Use)LICENSE AGREEMENT (EMERGENCY OR HAZARDOUS EVENT USE) Thi License Agreement ("License Agreement") is made and entered into this c7?—day o 21 (the "Effective Date") by the City of San Rafael, a political entity of the State of Cal ff rniaa, hereinafter called "LICENSOR," and PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, hereinafter called "PG&E." PG&E and LICENSOR are sometimes hereinafter each singularly referred to as "PARTY" and collectively as "PARTIES". RECITALS: A. LICENSOR owns or leases the certain real property commonly known as Albert J Boro Community Center Multi-purpose room, located at 50 Canal Street, Assessor's Parcel Number 009-032-07, hereinafter called the "Property," located in the City of San Rafael, County of Marin, State of California. The Property includes a parking lot ("Parking Lot") containing approximately 30+ parking spaces. B. PG&E desires to partner with LICENSOR in connection with a/an County or City designated emergency event ("Emergency Event"). For purposes of this License Agreement, an "Emergency Event" means an event, natural or human -caused, that requires an emergency response to protect life or property and is not a PG&E designated Public Safety Power Shutoff event. Examples of Emergency Events include but are not limited to a significant earthquake, wildland fire, major heat event or winter storm requiring a warming or cooling center, wind event of over forty (40) miles per hour, major gas leak or gas -related fire, cyber incident that slows system response times, or other events of this scale. C. The PARTIES desire to memorialize this mutual understanding and agreement for making the Property available to PG&E in connection with an Emergency Event. NOW, THEREFORE, for good and valuable consideration, LICENSOR and PG&E agree as follows: 1. Grant of License. Subject to the terms and conditions set forth in this License Agreement, LICENSOR grants PG&E, and its employees, contractors, agents, representatives, guests, and customers ("PG&E's Representatives") the right to use the License Area described in EXHIBIT A attached hereto (the "License Area") and certain interior areas of the Property in connection with an Emergency Event, together with rights of ingress and egress to and from the License Area, and the right to use certain exterior areas of the Property as set forth below. All of the activities of PG&E and PG&E's Representatives pursuant to this License Agreement are referred to herein as "PG&E's Activities." 2. Use of License Area and Interior Common Areas of the Property. During Use Days (as defined in Section 5 below), PG&E and PG&E's Representatives and customers shall have the non-exclusive right to use the License Area as a customer resource center. Services to be provided in the License Area may include, among other things, providing PG&E customers with water and snacks and the ability to charge phones. PG&E and PG&E's Representatives shall have the right to set up tables and chairs in the License Area. In addition to the non-exclusive use of the License Area, PG&E and PG&E's Representatives and customers shall have the non-exclusive right, during 16213.106 4849-6712-2099.4 1 Of 10 Use Days, to use lobbies, hallways, stairways, elevators (if operational), restrooms, and other interior common areas of the Property. PG&E and PG&E's Representatives shall also have the right to install temporary directional signage in the common areas of the Property. 3. Staging Area; Parking. (a) Staging Area. During Use Days, PG&E and PG&E's Representatives shall have the exclusive right to use the exterior area of the Property shown on EXHIBIT A (the "Staging Area") to support the operation of an indoor customer resource center in the case of an Emergency Event. PG&E and PG&E's Representatives shall have the right to set up tents, install trailers, portable toilets, fencing, and temporary signage, park mobile vehicle units and other vehicles, and deliver and stage equipment, supplies and materials in the Staging Area. (b) Parkin. PG&E and PG&E's Representatives and customers shall have the non-exclusive right to park vehicles in portions of the Parking Lot shown on EXHIBIT A during Use Days. (c) Personnel. During Use Days PG&E shall have the non-exclusive right to use the License Area, up to twenty-four (24) hours per day. Hours for use to PG&E customers shall be from 8:00 am to 10:00 pm. On Use Days, the License Area shall be fully staffed by PG&E and its representatives, at PG&E's sole cost and expense. PG&E may provide uniformed unarmed security at its cost and expense to ensure the protection of its equipment, the safety of the public and to prevent any damage to the Property. 4. Generator. Subject to the terms and conditions of this Section 4, LICENSOR grants PG&E and PG&E's Representatives a license to install, maintain, operate, repair, and replace a portable generator and related equipment (collectively, the "Generator") in the exterior area of the Property shown on EXHIBIT A attached hereto (the "Generator Site"). At PG&E's option, PG&E or PG&E's Representatives may install temporary fencing, bollards, or other barriers around the Generator Site. LICENSOR grants to PG&E and PG&E's Representatives exclusive use of the Generator Site. PG&E anticipates that the Generator may remain in place for the Term of this License Agreement or for approximately one week before and one week after an Emergency Event , and PG&E and PG&E's Representatives shall have the right, without prior notice to LICENSOR, to enter the Property at all times to access the Generator. PG&E, at its expense, shall be responsible for obtaining all required permits for the Generator and complying with all laws relating to the Generator. Notwithstanding the definition of PG&E's Activities, the presence of the Generator on the Property and activities related to the Generator shall not be considered PG&E's Activities for purposes of determining Use Days, and PG&E shall not be required to pay any additional license fees or other sum in connection with the Generator. The Generator is solely for the benefit of PG&E and PG&E's customers. PG&E makes no representations or warranties to LICENSOR regarding the operation, capacity, or condition of the Generator, and PG&E shall have no liability to LICENSOR in connection with any failure or malfunction of the Generator. Promptly after the expiration of the term of this License Agreement, PG&E or PG&E's Representatives shall remove the Generator and any barriers installed by PG&E or PG&E's Representatives. 16213.106 4849-6712-2099,4 2 of 10 5. Term. This License Agreement shall be for a term of five (5) years, commencing on September 1, 2021 (the "Commencement Date"), and expiring on December 31, 2026 (the "Termination Date"). Notwithstanding the term of this License Agreement, PG&E anticipates that it will use the License Area and the Staging Area on an occasional basis, if at all, for periods of approximately two (2) to ten (10) days at a time. The days (including any partial days) during which any of PG&E's Activities are occurring in or on the License Area or the Staging Area are referred to herein as "Use Days." During Use Days, PG&E shall have the non-exclusive right to use the License Area and the exclusive right to use the Staging Area twenty-four (24) hours per day. 6. License Fee. PG&E shall pay a license fee ("License Fee") of Five Hundred Dollars ($500) per day for each Use Day. 7. Emergency Event Notice. PG&E shall give LICENSOR at least eight (8) hours' prior notice (the "Emergency Event Notice") of the dates and times that PG&E desires to access and use the Property in connection with an Emergency Event. Within four (4) hours after receipt of an Emergency Event Notice, LICENSOR shall confirm receipt of the Emergency Event Notice and confirm if the Property is available for use. LICENSOR acknowledges that PG&E may give LICENSOR multiple Emergency Event Notices during any calendar year. Use of License Area and Sta.-inm, Area. (a) As Is. To LICENSOR'S current actual knowledge, the Property complies with all laws, including the Americans with Disabilities Act and other accessibility laws. PG&E accepts the License Area and the Staging Area "AS -IS," "WHERE -IS" and "WITH ALL - FAULTS," subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the License Area and the Staging Area. PG&E may request LICENSOR to perform alterations, repairs, or improvements to the License Area and the Staging Area, but PG&E understands and agrees that LICENSOR shall not be obligated to make any such alterations, repairs or improvements at any time. Except in the event of an emergency, PG&E shall not make any alterations, repairs, or improvements to the Property without the prior written consent of LICENSOR, which consent shall not be unreasonably withheld, conditioned, or delayed. (b) Use. PG&E shall exercise reasonable care in the conduct of PG&E's Activities in the License Area and the Staging Area. Without limiting the generality of the preceding sentence, PG&E shall maintain the License Area and the Staging Area in reasonably neat and orderly condition during Use Days; provided, however, that LICENSOR, as part of the License Fee and without additional compensation, shall provide all necessary janitorial services to the License Area and common areas during Use Days, including, but not limited to, removing trash and stocking restrooms with supplies. PG&E shall not use the License Area or the Staging Area or permit anything to be done in or about the License Area or the Staging Area during Use Days that will in any way conflict with any law, statute, zoning restriction, ordinance or governmental rule or regulation or requirement relating to the use or occupancy of the License Area or the Staging Area. During Use Days, PG&E shall not allow the License Area or the Staging Area to be used for any unlawful or objectionable purpose, nor shall PG&E cause, maintain or permit any nuisance in, on or about the License Area or the Staging Area. 16213.106 4849-6712-2099.4 3 of 10 (c) Mechanic's Liens. PG&E shall keep the Property free and clear of all mechanic's liens arising, or alleged to arise, in connection with any work performed, labor or materials supplied or delivered, or similar activities performed by PG&E or at PG&E's request or for PG&E's benefit. If any mechanic's liens are placed on the Property in connection with PG&E's use or PG&E's Activities, PG&E shall diligently pursue all necessary actions to remove such liens from title, either by payment or by recording a lien release bond in the manner specified in California Civil Code Section 8424 or any successor statute. (d) Restoration. Upon PG&E's ceasing to use the License Area and the Staging Area in connection with a particular Emergency Event, PG&E shall remove all personal property of PG&E from the License Area, remove all vehicles, personal property, debris and waste material of PG&E and PG&E's Representatives from the Staging Area, and repair and restore the License Area and the Staging Area as nearly as reasonably possible to the condition that existed prior to PG&E's entry hereunder. 9. Notices. All notices under this License Agreement shall be sent by email to the addresses set forth in EXHIBIT B. In addition, LICENSOR will provide PG&E with telephone or cellphone numbers of staff in calling order to contact in an emergency as set forth in EXHIBIT B. EXHIBIT B shall be updated as needed to reflect current names and contact information. 10. Indemnity. Except to the extent caused by the negligence or willful misconduct of LICENSOR, its officers, agents, or employees, PG&E shall indemnify, defend and hold harmless LICENSOR and its governing body, officers, agents, and employees from and against all claims, losses, actions, demands, damages, costs, expenses (including, but not limited to, reasonable attorneys' fees and court costs) (collectively, "Claims") that are caused by PG&E's Activities, or the entry on, occupancy or use of, the Property by PG&E or PG&E's Representatives under this License Agreement, including, but not limited to, Claims relating to (i) injury to or death of persons, including, but not limited to, employees of LICENSOR or PG&E; (ii) injury to the property of LICENSOR, and (iii) violation of any applicable federal, state, or local laws, statutes, regulations, or ordinances by PG&E or PG&E's Representatives. In no event, however, shall PG&E be liable for any indirect or consequential damages or for loss of profits or other revenue, loss of goodwill, or loss of use. The indemnification obligations of PG&E under this Section 10 shall survive the expiration or earlier termination of this License Agreement. 11. Insurance. PG&E shall at all times during the Term of this License Agreement, self -insure for PG&E's Activities pursuant to this License Agreement in accordance with EXHIBIT C. 12. Miscellaneous. (a) Governing Law. This License Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California. (b) Attorneys' Fees. Should either party bring an action against the other party, by reason of or alleging the failure of the other party with respect to any or all of its obligations hereunder, whether for declaratory or other relief, and including any appeal thereof, then the party 16213.106 4849-6712-2099.4 4 of 10 which prevails in such action shall be entitled to its reasonable attorneys' fees and expenses related to such action, in addition to all other recovery or relief. (c) No Waiver. Any waiver with respect to any provision of this License Agreement shall not be effective unless in writing and signed by the party against whom it is asserted. The waiver of any provision of this License Agreement by a party shall not be construed as a waiver of a subsequent breach or failure of the same term or condition or as a waiver of any other provision of this License Agreement. (d) Counterparts. This License Agreement may be executed in identical counterpart copies, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. (e) Authority. Each party to this License Agreement warrants to the other that it has the right and authority to enter into and to perform its obligations under this License Agreement, without the consent of any third party, and that the person signing below is authorized to bind such party. (f) Interpretation. This License Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. (g) Exhibits. The following exhibits are attached hereto and incorporated herein by this reference: EXHIBIT A — License Area — Staging and Parking Lot Area — Generator Site EXHIBIT B — Notices EXHIBIT C — Statement of Self -Insurance Program (h) Electronic Signatures. This License Agreement may be executed by electronic signatures (e.g., using DocuSign or e-SignLive) or signatures transmitted in portable document format ("pdf'), and copies of this License Agreement executed and delivered by means of electronic or pdf signatures shall have the same force and effect as copies hereof executed and delivered with original manually executed signatures. The parties may rely upon electronic and pdf signatures as if such signatures were manually executed originals and agree that an electronic or pdf signature page may be introduced into evidence in any proceeding arising out of or related to this License Agreement as if it were an original manually executed signature page. (i) Successors and Assigns. This License Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors, and assigns of each party. (j) Entire Agreement. This License Agreement supersedes all previous oral and written agreements between and representations by or on behalf of the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. This License Agreement may not be amended, except by a written agreement executed by both parties. 16213.106 4849-6712-2099,4 5 of 10 IN WITNESS WHEREOF, the parties have executed this License Agreement as of the date set forth below each signature, effective upon the Effective Date first written above. "PG&E" "LICENSOR" PACIFIC GAS AND ELECTRIC COMPANY, City of San Rafael, a California corporation a political entity of the State of California E -SIGNED by Chris Medders By: on 2021-09-01 15:29:06 GMT By: Name: Sc tc Name: Chris Medders Its: Land Acquisition Manager Date: September 01, 2021 Its: City Manager Date: I - L''i1 16213 106 4849-6712-2099.4 6 of 10 EXHIBIT A 7 of 9 ."P EXHIBIT B NOTICES TO LICENSOR: Any notice to Licensor, including the notice to be given pursuant to Section 7 of the License Agreement, shall be sent to Steve Mason at the following: Email address: steve.mason@cityofsanrafael.org Phone Number: (415) 485-3077 In addition, in the event of an emergency, PG&E shall contact the following persons in the order set forth below: City of San Rafael Emergency Management Coordinator Quinn Gardner: Qu i nn.Gardner(cbci ryofsanra fae l.org (415) 458-5336: Work (415) 726-1960: Cell City of San Rafael Fire Chief Darin White: Darin.White.re citvofsanrafael.org (415) 485-3084: Work (415) 720-4399: Cell City of San Rafael Police Chief David Spiller David.S iller(alcityofsanrafael.or (415) 485-3000: Work (415) 720-6609: Cell City of San Rafael City Manager Jim Schutz Jim.Schutz(a)cityofsanrafael.org (415) 485-3475: Work (415) 720-3920: Cell City of San Rafael Director of Public Works Bill Guerin B it I.Guerin(a)cityofsanrafael.org (415) 485-3110: Work (703) 581-4459: Cell Weekends and After Hours: (415) 726-1960 Quinn Gardner (415) 485-3393 PD 24/7 TO PG&E: Any notice to PG&E, including the notice pursuant to Section 7 of the License Agreement shall be sent to CRCHelp(a)pge.com. 8 of 9 EXHIBIT C Pacffic Gas and Electric Company' STATEMENT OF SELF-INSURANCE PROGRAM r:J;'-ri n ­�Dep3rr-ant 'J 31iel �[• _ P May 26, 2021 Issued fo: Whom it May Conten. Re: insurance requirements for Pacific Gas and Electric Company (PG&E) to use property for the purposes of establishing and operating a Community Resource Center (CRC)and EV Charging Station. This letter certifies PG&E is insured under a major risk management program with large self-insured retentions_ The program provides coverage for the insurance types and fmifs reflected in the agreement which includes: Commercial General Liability $5,00D,000 each occurrence / $10,000,000 aggregate Employer's Liability: $1,0.`-7,000 each accident Business Auto Liability. $1,000,D00 each accident Further, PG&E has qualified as a self -insurer under the laves of the State of California with respect to Workers' Compensation- Our identification number For this purpose is 2-0012-01-099_ 'Please note a certificate of insurance is not applicable when an entity's self-insured, such as PG&E_ Sl CerdFxaeon Letter File: PGE -246 01 9 of 9 n�a i I7 3] Stephen Calms P and' Fief Audit Office, crliEc Ras anrF' Is.. E'Icc4rcCanrp;rrly 4 S 2 xA RAP F �O r�rl WVITH p xra CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER Contracting Department: Fire Project Manager: Quinn Gardner Extension: 5336 Contractor Name: Pacific Gas & Electric Company Contractor's Contact: Sarah Marlowe Contact's Email: SHMP@pge.cc ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DEPARTMENT 1 ' Project Manager 2 City Attorney 3 1 Department Director 4 Project Manager 5 I Project Manager PRINT 6 Project Manager 7 City Attorney 8 City Attorney 9 City Manager/ Mayor 10 City Clerk DESCRIPTION a. Email PINS Introductory Notice to Contractor I b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor Approval of final agreement form to send to _contractor _ Forward three (3) originals of final agreement to contractor for their signature When necessary, contractor -signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS , and bonds (for Public Works Contracts) _ Agreement executed by City Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED REVIEWER DATE Check/initial n/a ❑ 7/22/2021 1-7 8/23/2021 ❑X LG 8/23/2021 © LG (N/A) 8/30/2021 j ® MW ❑ N/A Or Click here to enter a data. 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