HomeMy WebLinkAboutFD Public Safety Power Shutoff License 2024LICENSE AGREEMENT
(PUBLIC SAFETY POWER SHUTOFF)
This License Agreement ("License Agreement") is made and entered into this 12' day of
September, 2024 (the "Effective Date") by City of San Rafael, 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 that certain real property commonly known as Albert
J. Boro Community Center, located at 50 Canal Street, Assessor's Parcel Number's 009-032-07,
009-032-08 and 009-032-09, hereinafter called the "Property," located in the City of San Rafael,
County of Marin, State of California.
B. PG&E has an existing License Agreement with LICENSOR, commencing on
October 26, 2019 and is scheduled to expire on October 25, 2024 for the use of certain exterior
portions of said Property (the "Existing Outdoor License Agreement").
C. PG&E also has an existing License Agreement with Licensor, which commenced
on August 5, 2020 and expires on December 31, 2025 for the use of certain interior areas (the
"Existing Interior License Agreement") of said Albert J. Boro Community Center Multi-
purpose room located at 50 Canal Street, Assessor's Parcel Number 009-032-07. Said Existing
Interior License Agreement provides for an automatic renewal for a new five (5) year term.
D. PG&E desires to partner with LICENSOR in connection with a Public Safety Power
Shutoff Event ("PSPS Event") as defined in Section 3 below.
E. The PARTIES desire to memorialize this mutual understanding and agreement for
making the Property available to PG&E in connection with a PSPS Event.
NOW, THEREFORE, for good and valuable consideration, LICENSOR and PG&E agree
as follows:
1. License Area. The real property that is the subject of this License Agreement is
described in EXHIBIT A (the "License Area").
2. Grant of' License. Subject to the terms and conditions set forth in this License
Agreement, LICENSOR grants PG&E, PG&E's Representatives, and PG&E's customers, the
right to use the License Area in connection with a PSPS Event, together with rights of ingress and
egress to and from the License Area. If PG&E wishes to activate both this License Agreement
and the Existing Interior License Agreement simultaneously, LICENSOR shall have the right to
refuse activation of this License to prevent incidental use of both the Existing Interior License
Agreement and this License Agreement occurring simultaneously. PG&E shall give LICENSOR
at least 8 hours' prior notice of the date and time that PG&E needs to access and use the License
Area. If the License Area is not available for access and use by PG&E on the date and time
specified in PG&E's notice, LICENSOR must so notify PG&E within 4 hours after receipt of
PG&E's notice.
3. Use ofLicense Area. During Use Days (as defined in Section 4 below), PG&E
and its employees, contractors, agents, and representatives ("PG&E's Representatives") may
enter the License Area for purposes of establishing and operating a customer resource center in
the case of a PSPS Event. LICENSOR acknowledges that PG&E's Activities may include the
following: setting up tents with tables and seating where PG&E customers can obtain water and
snacks, charge phones, and get up-to-date information on outages; installing trailers, portable
toilets, portable back-up generators, and temporary fencing; parking mobile vehicle units and
other vehicles. For purposes of this License Agreement, a "PSPS Event" means the existence of
one or more environmental conditions creating extreme fire danger that results in the shutoff of
power for public safety. Examples of PSPS Events include red flag warnings issued by the United
States National Weather Service, low humidity levels, high winds, and dry vegetation.
(a) Personnel. During Use Days PG&E shall have the 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 shall 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. Term. This License Agreement shall be for a term of five (5) years, commencing
on October 26th, 2024 (the "Commencement Date"), and expiring October 251h, 2029 (the
"Termination Date"). The license granted herein shall be revocable at the option of either
LICENSOR or PG&E, provided that the revoking party provides at least one hundred eighty.
(180) days' written notice of the revocation to the other party. Notwithstanding the term of this
License Agreement, PG&E anticipates that it will use the License Area on an occasional basis, if
at all, for periods of 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 are referred to
herein as "Use Days." During Use Days, PG&E shall have the exclusive right to use the License
Area twenty-four (24) hours per day.
License Fee. PG&E shall pay a license fee of Fifty Dollars ($50.00) per day for each
Use Day.
6. Use of License 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 "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. PG&E may request LICENSOR to perform alterations,
repairs, or improvements to the License Area, but PG&E understands and agrees that LICENSOR
shall not be obligated to make any such alterations, repairs or improvements at any time.
(b) Restoration. PG&E shall exercise reasonable care in the conduct of
PG&E's Activities in the License Area. Upon PG&E's ceasing to use the License Area in
connection with a particular PSPS Event, PG&E shall remove all vehicles and personal property
of PG&E and PG&E's Representatives, remove all debris and waste material resulting from
PG&E's Activities, and repair and restore the License Area as nearly as possible to the condition
that existed prior to PG&E's entry hereunder.
Water Discharge. PG&E's activities may require potable water -filled equipment,
such as barrels or water barriers to weigh down tents or other equipment, or to delineate outside
areas on the Property. All potable water -filled equipment shall be cleaned prior to use and filled
with water from a potable water source only. Any water discharged from the water -filled
equipment shall be discharged to onsite unpaved land (i.e., soil) only. PG&E and PG&E's
representatives shall ensure best management practices are implemented including but not limited
to ensuring water is observed for any potential sediments, trash or other contaminants; the
discharge area selected is 100 feet from a water body; and the discharge is done to avoid ponding
and erosion. If the water needs to be discharged to a storm drain, PG&E will obtain local stormwater
agency approval. This License Agreement authorizes the discharge of potable water from water -filled
equipment on to the Property as described above. PG&E shall notify LICENSOR if water discharge is
necessary.
(c) Safe Condition. PG&E, at PG&E's sole cost and expense, shall maintain the
License Area in a good, clean, safe and sanitary condition during Use Days.
(d) 1-awful Use Only. PG&E shall not use the License Area or permit anything
to be done in or about the License 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. During Use Days, PG&E shall not allow the
License 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.
(e) 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.
7. 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.
8. Indeimilt%. 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") which arise from or are connected with 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 arising out of (i) injury to or death
of persons, including, but not limited to, employees of LICENSOR or PG&E; (ii) injury to
property or other interest 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. The
indemnification obligations of PG&E under this Section 8 shall survive the expiration or earlier
termination of this License Agreement.
9. 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.
10. 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
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) Exhibits. Exhibits A, B, and C attached to this License Agreement area part
hereof and incorporated herein by this reference.
(g) 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.
(h) Successors and Assig ii This License Agreement shall be binding upon and
inure to the benefit of the heirs, personal representatives, successors, and assigns of each party.
(i) 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.
IN WITNESS WHEREOF, the parties have executed this License Agreement as ofthe date
set forth below each signature, effective upon the Effective Date first written above.
"PG&E"
PACIFIC GAS AND ELECTRIC
COMPANY,
a California corporation
E-SIGNED by Donald Kennedy
By: on 2024-10-23 22:26:17 GMT
Name: Donald Kennedv
Its: Manaeer. Land Acquisition
Date: October 23, 2024
"LICENSOR"
CITY OF SAN RAFAEL
By:
Name: John Stefanski
Its: Acting City Manager
Date: Oct 23, 2024
EXHIBIT A
Albert J. Boro Community Center - Legend
50 Canal Street Albert J. Boro Community Center
San Rafael, CA Li CRC License Area (0.65 Acres)
94901
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Exhibit A
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 Quinn Gardner at the following:
Email address: cjuinn.(,ardncr'a citi-ol'sani ataeLoi
Phone number: 415-458-5336
In addition, in the event of an emergency, PG&E shall contact the following persons in
the order set forth below:
Quinn Gardner
Email: (auinn ,,iitlncr'dcitvoCcanrafadotk
Phone: 415-458-5336
Steve Mason
Email: steve.masonC&cityofsanrafaeLo
Phone: 415-458-3079
TO PG&.F -
Any notice to PG&E, including the notice pursuant to Section 7 of the License Agreement
shall be sent to Alexander Peterson at the following email address: Alexander. Pete rson!a;p<(e.coin
cc'ing CRCHelrn�a),pae.com. PG&E contacts for use during emergency use and post emergency for
claims and reimbursements:
CRC Help Line: 916-760-5369
Jessica Melton, Senior Land Program Manager, PG&E
925-655-7085
Jessica..Nlelton cin�4c.com
Exhibit B
EXHIBIT C
Pacific Gas and
flec&ic Gon;wny�
Insurance Department
300 Lakeside Drive
Oakland, CA 94612
KS SrATEMENT OP SELF,NSUWANCF IS iSSUE0 AS A!.IA7TER OF INFORMArlON ONLY A,k V-CONFEI?S(�N�O(� RIGHTS UPON THE STAlEMEN701
SELF- SURANY`F Fir,�tLL7ER, TKS STATE.kIWT D(XS NOT CONMUT"r A CONTRACT BErWFEN PAC*(C CA$ & aECTRiC COMPANY AND THE
STATEMENT HCk0FR,
STATEMENT OF SELF-INSURANCE PROGRAM
Statement Holder. To Whom It May Concem June 14, 2W4
Re_ Insurance requirements for Pacific Gas and Electric Company jPG&Ej to use property for the
purposes of establishing and operating o Community Resource Center and EV Charging Station
in the case of a Pubfic Safety Power Shutoff Event (PSPS),
Commercial General Liability_ $5.000.000 each occurrence ! 10,000,000 aggregate
Employer's Liabifify; $1.000,000 each accident
Business Auto LiatAty; $I,0W,000 each accident
Further, PG&E has qualified as a self -insurer under the tows of the State of California with respect
to Markers' Compensotion. Our identification number for this purpose is 2-0012-01-OW.
'Please note a Ceditate of Insurance (COI) is not appticakAe when an enlfly such as PG&E is
self -insured.
Brien Pelham
Director. Insurance deportment
IR 8"k curt ""
Public
Exhibit C