eight-year revocable licenses t — CleanPowerSF Sfpuc Commission, October 10, 2023

DEPARTMENT Real Estate Services Division AGENDA NO. 7a
MEETING DATE October 10, 2023

AGENDA ITEM
Public Utilities Commission
City and County of San Francisco
Real Estate License: Consent Calendar
Real Estate Director: Rosanna Russell
Issue Three No-Fee, Eight-Y ear Revocable Licenses to G reenaction for Health and Environmental Justice, Manylabs, and The Regents of the University of California.

Summary of
Proposed
Commission Action:

Issue three no-fee, eight-year revocable licenses to Greenaction for Health and Environmental Justice, a Calif ornia non-profit public benefit corporation; Manylabs, a California non-profit public bene fit corporation; and The Regents of the University of California, a public university, to install three separate air quality monitoring devices on the roof of the Southeast Community Center, located at 1550 Evans Avenue, Building No. 1, in San Francisco, each occupying approximately 4 square feet of the roof.

Background: The City and County of San Francisc o (City), under the jurisdiction of the San Francisco Public Utilities Commission (SFPUC), owns and operates the Southeast Community Center (the Buildi ng), primarily for th e benefit of the residents of the Bayview-Hunters Point community.

In June 2017, the SFPUC, through its consultant Environmental Science Associates, issued a report entitled Environmental Justice Analysis for Bayview-Hunters Point to analyze potential adverse or beneficial effects of the SFPUC’s Biosolids Digester Facilities Project for the Bayview Hunters Point neighborhood. The Biosolids Dige ster Facilities Project will upgrade aging wastewater infrastructure a nd implement new technologies to treat wastewater and biosolids.

Section 6.4 of the report provides e nvironmental justice recommendations for the SFPUC Community Benefits Program. To track potential exposure of toxic air contaminants, the report recommends installing an ambient air quality monitoring system at the Southeast Community Center. SFPUC Community Benefits staff connected with Greenaction for Health and Environmental Justice, Manylabs, and The Regents of the University of California (together, the Licensees) becau se they had received governmental funding for community air quality mon itoring projects and had existing monitors in San Francisco.

City and Licensees now desire to enter into three no-fee, eight-year revocable licenses (Proposed License s) to authorize the installation, operation, and maintenance of air quality monitoring devices on the roof of the Building, each occupying approximately 4 square feet of the roof (the Agenda Title: Issue Revocable Licenses to Greenaction for Health and Environmental Justice, Manylabs, and The Regents of the University of California
Commission Meeting Date: October 10, 2023
Premises), to provide the Bayview-H unters Point community with localized air quality data.

Greenaction for Health and Environmental Justice
Greenaction for Health and Environmental Justice will install one Dylos air quality monitor on the Building, and th e data collected will be publicly available at: https://www.bvhp-ivan.org/air/map.

Manylabs
Manylabs will install one Purple Air-II: Dual Laser Air Sensor on the Building, and the data collected will be publicly available at:
https://www2.purpleair.com.

The Regents of the University of California
The Regents of the University of California will install one BEACO 2N Sensor Node on the Building, and th e data collected will be publicly available at: http://beacon.berkeley.edu/about/.

Consideration
The Proposed Licenses meet the criteri a in Section 5.3.2 of the 2015 Real Estate Guidelines under Commission Resolution No. 15-0012, which allows the SFPUC to issue a no-fee license to a nonprofit organization with a charitable purpose provided that the licensed property must (i) have little or no profit-generating potential; (ii) be fully maintained and repaired by the licensee under the terms of the license; (iii) not be desired by any applicant other than the Licensees; (iv) not be pr oposed for any use designed to satisfy any local jurisdiction’s open space or entitlement requirement or for any commercial or revenue-generating ac tivity; and (v) benefit the SFPUC’s primary utility purposes.

The services provided under the Proposed Licenses will benefit the SFPUC’s primary utility purposes because they will fulfill one of the recommendations in Section 6.4 of the Environmental Justice Analysis for Bayview-Hunters Point by providing publicly accessible air quality data.

Issuance of the Proposed Licenses is consistent with the SFPUC’s Environmental Justice Policy and Comm unity Benefits Program, which seek to (i) prevent, mitigate, and lessen disproportionate environmental impacts of its activities on communities in all SFPUC service areas; (ii) serve and foster partnerships with communities; and ( iii) ensure that public benefits are shared across all communities.

Environmental
Review:

This action does not constitute a “project” under the California Environmental Quality Act Guidelines section 15378(a) because there would be no physical change in the environment.

Result of Inaction: If the Proposed Licenses are not a pproved, the Bayview-Hunters Point Agenda Title: Issue Revocable Licenses to Greenaction for Health and Environmental Justice, Manylabs, and The Regents of the University of California
Commission Meeting Date: October 10, 2023
community and the SFPUC will not recei ve the benefit of localized air quality monitors to track potential exposure of toxic air contaminants.

Budget & Costs: The Licensees will pay all costs associated with their use of the Premises, including property and possessory interest taxes.

Description of
Agreement:

Parties to the
Proposed Licenses:

City and County of San Francisco, acting
through the SFPUC, and Greenaction for
Health and Environmental Justice, a California
non-profit public bene fit corporation;
Manylabs, a California non-profit public
benefit corporation; and The Regents of the
University of California, a public university
Annual Rent/Use Fee None
Purpose: The installation, maintena nce, and operation of three air quality monitors for the purpose of
measuring particulate matter.

Location: Collectively 12 square feet on the roof of the Southeast Community Center, located at 1550
Evans Avenue, Building No. 1, in San
Francisco, California
Insurance and
Indemnity
The Licensees shall insure and indemnify the
SFPUC against risks associated with its use of
the Premises.

Commencement Date: The date on which the Proposed Licenses are executed and delivered by City following
SFPUC authorization and approval.

Recommendation: SFPUC staff recommends that the Commission adopt the attached resolution.

Attachments: 1. Greenaction for Health and Environmental Justice License Agreement

2. Manylabs License Agreement

3. The Regents of the University of California License Agreement

PUBLIC UTILITIES COMMISSION
City and County of San Francisco
RESOLUTION NO.

WHEREAS, The City and County of San Francis co (City) owns and operates certain real property presently under the jurisdiction of the San Francisco Public Utilities Commission (SFPUC) at 1550 Evans Avenue in San Francisc o, known as the Southeast Community Center; and
WHEREAS, The SFPUC operates the Southeast Community Center, primarily for the benefit of the residents of the Bayview-Hunters Point community; and WHEREAS, In 2017, the SFPUC issued an envi ronmental justice report to analyze potential adverse or beneficial effects of the Biosolids Digester Facilities Project for the Bayview-Hunters Point community; and
WHEREAS, Section 6.4 of the report recommends the installation of air quality monitors at the Southeast Community Center to provide localized air quality data; and WHEREAS, Greenaction for Health and E nvironmental Justice, a California non-profit public benefit corporation; Manylabs, a California non-profit public benefit corporation; and The Regents of the University of Ca lifornia, a public university (toge ther, the Licensees), desire to obtain licenses (together, the Licenses) to install three separate air quality monitoring devices on approximately 12 square feet of the roof of the Southeast Community Center (License Area); and WHEREAS, The SFPUC desires to enter into the Licenses, allowing the Licensees to install three separate air quality monitoring devices on the roof of the Southeast Community Center to provide particulate matter data; and
WHEREAS, The SFPUC adopted the 2015 Re al Estate Guidelines on January 30, 2015, which provide under Section 5.3.2 that the SFPUC may issue a license to a nonprofit organization with a charitable purpose with no use fee if it meets several specified criteria; and WHEREAS, The Licensees are nonprofit organiza tions with a charitable purpose and the License Area (i) has little or no profit-generating potential, (ii) will be fully maintained and repaired by the Licensees under the terms of the Li censes, (iii) is not desired by any applicant other than the Licensees, (iv) will not be used to satisfy any local jurisdiction’s open space or entitlement requirement or for any commercial or revenue-generating activity; and WHEREAS, The Licenses will benefit the SFPUC’s primary utility purposes by providing publicly accessible air quality data thereby fulfilling one of the recommendations in Section 6.4 of the Environmental Justice Analysis for Bayview-Hunters Point: Biosolids Digester Facilities Project and Community Benefits Program; and
WHEREAS, Issuance of the Licenses will further the Commission approved 2009 SFPUC Environmental Justice Policy and the 2011 SFPUC Community Benefits Policy; and WHEREAS, This action does not constitute a “project” under the California Environmental Quality Act Guid elines section 15378(a) becaus e there would be no physical change in the environment; now, therefore, be it
RESOLVED, That this Commission hereby finds that these Licenses will be issued to nonprofit organizations with a c haritable purpose under Section 5.3.2 of the 2015 Real Estate Guidelines, and will be issued with no use fee; and, be it FURTHER RESOLVED, That this Commission here by ratifies, approves and authorizes all actions taken to date by any City official in connection with these Licenses consistent with this Resolution; and, be it
FURTHER RESOLVED, That this Commissi on hereby approves the terms and conditions of these Licenses and authorizes the General Manager to execute the same; and, be it FURTHER RESOLVED, That this Commission herby authorizes the General Manager to enter into any amendments or modifications to these Licenses, including without limitation, the exhibits, that the General Manager determines, in consultation with the City Attorney, are in the best interest of the City; do not materially increase the obligations or liabilities of the City; are necessary or advisable to effectuate the purposes and intent of the Licenses or this resolution; and are in compliance with all applicable laws, including the City Charter.

I hereby certify that the foregoing resolution was adopted by the Public Utilities Commission at its meeting of October 10, 2023.

Secretary, Public Utilities Commission
1 Rev July 2022

SAN FRANCISCO PUBLIC UTILITIES COMMISSION

REVOCABLE LICENSE
(License # P4596)
Southeast Community Center
THIS REVOCABLE LICENSE (this “License”) dated for reference purposes only as of July 13, 2023, is made by and between th e CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation (“ City”), acting by and through its P ublic Utilities Commission (the “SFPUC”), and GREENACTION FOR HEALTH AND ENVIRONMENTAL JUSTICE, a California non-profit public benefit corporation (“ Licensee”). City and Licensee sometimes are referred to collectively in this License as the “Parties” or singularly as a “Party.”

RECITALS
A. City, under the jurisdiction of the SFPUC, owns and operates the Southeast Community Center, located at 1550 Evans Avenue, Building No. 1, in San Francisco, California (the “SECC” or the “ Building”), primarily for the benefit of the residents of the Bayview-Hunter’s Point community (the “ Local Community”). The Building, the land on which the Building is located, and a ll other improvements on and appurtenances to the land are referred to collectively as the “Property.” B. As part of the SFPUC’s wastewater sy stem improvement pr oject to upgrade aging infrastructure, new technologies were implemented to treat wastewater and biosolids (“ Biosolids Digester Facilities Project ”). In June of 2017, the SFPUC obtained an environmental justice report to an alyze potential adverse or beneficial effects of the Biosolids Digester Facilities Project for the Bayview Hunters Point neighborhood.

C. Section 6.4 of the report provides env ironmental justice recommendations for the SFPUC Community Benefits Program. To track potential expos ure of toxic air contaminants, the report recommends the installation of an ambient air quality monitoring system at the SECC.

D. City and Licensee now desire to enter into this License to authorize the installation, operation and mainte nance of air quality monito ring devices on the roof of the Building to provide the Parties and the Local Community with accessible ambient air quality data.

2 Rev July 2022
City: CITY AND COUNTY OF SAN FRANCISCO, acting by and
through its Public Utilities Commission
Licensee: GREENACTION FOR HEALTH AND ENVIRONMENTAL
JUSTICE, a California non-profit public benefit corporation License Area (Section 1): A portion of 1550 Evans Avenue, Building No. 1, in San Francisco, California, commonly referred to as th e Southeast Community Center (“SECC” or “Building”) as more particularly described in the attached Exhibit A and shown in the attached Exhibit B, together with any appurtenances. The Permitted Improvements, as defin ed below, are located on th e roof of the Building.

Term (Section 2): Eight (8) years commencing on the Commencement Date.

Actual Commencement Date: _____________________
License Term Expiration Date: ____________________
Permitted Improvements
(Section 4(a)):

The installation, maintenance and operation of one (1) Dylos air quality monitor occupying approximately 4 square feet on th e roof of the Building for the purpose of monitoring th e transmission of particulate matter (“ Permitted
Improvements”).

Licensee’s Share of
Property Taxes:

See Section 30 [Taxes, Assessments, Licenses, License Fees, and Liens].

Notices: See Section 31 [Notices].

Key Contact for City: SFPUC Real Estate Director
Telephone No. and Email: (415) 487-5210
[email protected]
Day-to-Day Contact for
City:

Jason Barcelon
Southeast Community Facility Manager
MEDUFHORQ#VIZDWHURUJ
(415) 214-5941
Key Contact for Licensee: Bradley Angel
Executive Director
Greenaction for Health and Environmental Justice
*HDU\6WUHHW, 6XLWH
San Francisco, CA 9410
Telephone No. and Email: (415) 447-3904

3 Rev July 2022
Alternate Contact for
Licensee:

Kamilah Ealom
BVHP Lead Coordinator/Community Organizer
Greenaction for Health and EnvironmentalJustice
*HDU\6WUHHW 6XLWH
San Francisco, CA 9410
Telephone No. and Email: (415) 447-3904
NDPLODK#JUHHQDFWLRQRUJ
City and Licensee agree as follows:

1. License . City confers to Licensee a revo cable, personal, non-exclusive, and non-possessory privilege to enter upon and use that certain real property owned by City located on the roof at 1550 Evans Avenue, Building No. 1 in the City and County of San Francisco, State of California, more particularly described in the attached Exhibit A (the “License Area”), for the limited purpose and subject to the terms, conditions, and restrictions set forth below. The License Area is shown gene rally on the attached Exhibit B. This License gives Licensee a license only and notwithstanding anything to the c ontrary in this License, it does not constitute a grant by City of any ownership, leasehold, ease ment, or other property interest or estate whatsoever in any portion of the License Area. Nothing in this License will be construed as granting or creating any franchise rights pursuant to any federal, state, or local laws.

THE PRIVILEGE GIVEN TO LICENSEE UNDER THIS LICENSE IS EFFECTIVE

ONLY INSOFAR AS THE RIGHTS OF CITY IN THE LICENSE AREA ARE CONCERNED,

AND LICENSEE WILL OBTAI N ANY FURTHER PERMISSI ON NECESSARY BECAUSE OF ANY OTHER EXISTING RIGHTS AFFECTING THE LICENSE AREA. WITHOUT

LIMITING THE FOREGOING, THIS LICENSE IS BEING ISSUED SUBJECT AND

SUBORDINATE TO ALL OF THE TERMS AND CONDITIONS OF THAT CERTAIN DEED DATED NOVEMBER 16, 2012, AND RECORDED NOVEMBER 28, 2012 IN BOOK K781, AT PAGE 0170, OF OFFICIAL RECORDS OF SAN FRANCISCO COUNTY, PURSUANT TO

WHICH CITY ACQUIRED ITS INTEREST IN THE LICENSE AREA, A COPY OF WHICH IS ATTACHED TO THIS LICENSE AS EXHIBIT C ( THE “ DEED”), AND ALL OTHER

EXISTING AND FUTURE DOCUMENTS AND INSTRUMENTS OF RECORD AFFECTING THE LICENSE AREA (COLLECTIVELY, WITH THE DEED, THE “ RECORDED DOCUMENTS”). LICENSEE MUST SECURE ALL ADDITIONAL NECESSARY

APPROVALS, PERMITS, LICENSES, AND CONSENTS, AND DELIVER ALL NECESSARY

NOTICES, BEFORE COMMENCING WORK IN THE LICENSE AREA, INCLUDING ANY

APPROVALS, PERMITS, LICENSES, CONSENTS, OR NOTICES REQUIRED FROM OR TO THE GRANTOR UNDER THE RECORDED DOCUMENTS. FOR CITY’S BENEFIT,

LICENSEE COVENANTS AND AGREES THAT LICENSEE WILL FULLY COMPLY WITH

THE TERMS AND CONDITIONS OF THE RE CORDED DOCUMENTS AND ANY OTHER

RULES AND REGULATIONS PROMULGATED BY CITY AS THEY APPLY TO ANY

WORK TO BE PERFORMED OR FACILITIES TO BE INSTALLED BY LICENSEE ON THE

LICENSE AREA PURSUANT TO THIS LICENSE, AND CITY WILL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND WITH RESPECT THERETO.

LICENSEE

ACKNOWLEDGES AND AGREES THAT NEITHER CITY NOR ANY OF ITS EUDGOH\#JUHHQDFWLRQRUJ

4 Rev July 2022

DEPARTMENTS, COMMISSIONS, OFFICERS , DIRECTORS, AND EMPLOYEES, AND

ALL PERSONS ACTING BY, THROUGH, OR UNDER EACH OF THEM HAVE MADE,

AND CITY DISCLAIMS, ANY REPRESENTA TIONS OR WARRANTIES, EXPRESS OR

IMPLIED, CONCERNING THE PRESENT OR FUTURE SUITABILITY OF THE LICENSE AREA FOR LICENSEE’S INTENDED WORK OR FACILITIES, THE IMPACT OF ANY TERM OR CONDITION OF THE RECORDED D OCUMENTS ON LICENSEE’S RIGHTS

UNDER THIS LICENSE, OR THE ABILITY TO OBTAIN OR DELIVER, OR THE

PROCEDURE FOR OBTAINING OR DELIVERING, ANY NECESSARY APPROVALS,

LICENSES, PERMITS, CONSENTS OR NOTIC ES FROM OR TO THE GRANTOR UNDER

THE RECORDED DOCUMENTS OR ANY OTHER PARTY WITH RESPECT TO ANY MATTERS CONTAINED IN THIS LICENSE.

2. Term of License . The privilege conferred to Licensee pursuant to this License will commence on the Actual Commencement Date, as shown in the Basic License Information. The Actual Commencement Date is the date on which this License is executed and delivered by City following the SFPUC authorization and approval and the receipt of all fees, insurance certificates, and security required to be provided by this License (the “ Commencement Date”), and, following the Commencement Date, the term of this Licen se will immediately expire the earlier of: (i) eight (8) years after the Commencement Date, or (ii) upon written notice from City revoking this License. At its sole option, City may freely revoke this License at any time without cause or liability, and without any oblig ation to pay any consideration to Licensee or return to Licensee any part of the license fee or, if applicable , the use fee. Upon any such revocation, Licensee will immediat ely surrender the License Ar ea in the condition required by this License within thirty (30) days’ of the da te of such revocation notice, provided, however, City reserves the right, in its sole discretion, to require Licensee to surrender the License Area immediately in the event of an emergency as determined by City.

3. INTENTIONALLY OMITTED.

4. Use of License Area .
(a) Permitted Acts . Licensee may enter and use the License Area for the sole purpose of (i) accessing the License Area; and (ii) installing, maintaining, and operating air quality monitoring equipment co nsisting of one (1) Dylos air quality monitor occupying approximately 4 square feet on the roof of the Building for the purpose of monitoring the transmission of particulate matt er in strict accordance with Sec tion 5(a) [Approval of Plans and Specifications] below, and for no other purpose whatsoever. (b) Subject to City Uses . Any and all of Licensee’s activities pursuant to this License will be subject and subordinate at all t imes to City’s existing and future use of the License Area for municipal and other purposes. City will in no way be liable for any damage or destruction to Licensee’s prope rty and/or improvements resu lting from the condition of the License Area or the SFPUC facilities, from any repa ir or maintenance activities. At City’s request, Licensee will immediately remove any of Licensee’s property or improvements from the License Area to allow City access to the SFPUC faci lities. If City deems it necessary, at City’s sole discretion, City may remove any such pr operty or improvements and City will not be responsible for restoring or returning the same to its prior condition.

5 Rev July 2022

5. Installation of Facilities . Licensee may perform the permitted acts described in Section 4(a) [Permitted Acts] above on the License Area and may install certain facilities consisting of (i) one (1) Dylos air quality moni toring equipment box (approximately 14 inches x 12 inches x 7 inches); (ii) stainless steel tripod and (iii) stabilizing sandbags (the “Facilities”) on the License Area only upon satisfaction of the fo llowing conditions, which are for City’s sole benefit:
(a) Approval of Plans and Specifications . Licensee must perform the installation of Facilities in the License Area in accordance w ith the plans and specifications (including drawings) approved in advance and in writing by the SFPUC and attached as Exhibit D (the “Approved Plans”). Except as otherwise expressly permit ted in this License, all of Licensee’s wiring and cabling that connect Licensee’s Facil ities located on top of the Building will pass through existing openings in the Building’s walls, floors, or ceilings in locations selected by City, in its sole discretion. The Approved Plan s may be revised or amended only with the SFPUC’s prior written approval after the SFPUC’s Bureau of Environmental Management has determined that no further environmental review is required by the California Environmental Quality Act (“CEQA”) as a result of any such revision or amendment.

The Approved Plans may be revised or am ended only with the SFPUC’s prior written approval after the SFPUC’s Bureau of Environmental Management has determined that no further environmental review is required by CEQA as a result of any such revision or amendment. Licensee will not make any impr ovements to, or alteration of, the License Area without City’s prior written consent. Licensee will only instal l any such improvements, or make any such alterations, in accordance with plan s and specifications (including drawings) approved in advance and in writing by the SFPUC (the “ Approved Plans”). The Approved Plans may be revised or amended only with the SFPUC’s prior written approval after the SFPUC’s Bureau of Environmental Management has determined that no further environmental review is required by the California Environmental Quality Act (“ CEQA”) as a result of any such revision or amendment.
(b) Energy Service and Related Facilities . The electricity costs associated with operating Licensee’s Facilities are anticipated to be negligible, e.g. roughly equivalent to the amount of energy required to power a laptop computer. As such, SFPUC will provide Licensee with all electricity necessary for its Facilities in the License Area or appropriate for Licensee’s use, installation, construction and operation of its Facilities in the Li cense Area, unless the SFPUC determines, in its sole judg ment, that it is not feasible to provide such service to the License Area. Should any governmental entity promul gate or revise any st atute, ordinance or building, fire or other code or impose mandatory or voluntary cont rols or guidelines on City or the Building or any part thereof, relating to the u se or conservation of ener gy or electricity, or in the event City is required or elects to make alterations to any part of the Building in order to comply with such mandatory or voluntary controls or guidelines, City may charge Licensee for the difference in the utility or service charge, if any, due to any such alterations. City will notify Licensee of any planned power outages including th e length of time of the outage when notice is available. In the event of an unplanned outage, reinitialization of licensed Facilities will not supersede other City priorities. Licensee will not: (a) connect or use any electrical equipment that exceeds the capacity of the Buildi ng electrical system; or (b) connect any apparatus, machine or device through electrical outlets except in the manner for which such outlets are designed, except for such modifications as may be shown on the Approved Plans and for any other such

6 Rev July 2022
modifications at Licensee's sole cost as are reasonably approved in writing in advance by City; or (c) connect any device not necess ary for Licensee’s use, installation, construction, and operation of its Facilities in the License Area.

7 Rev July 2022
(g) Heavy Equipment . Licensee will not use any heavy construction equipment. (h) Work Schedule . Licensee must begin installation wo rk, if at all, within ninety (90) days after the commencement of the term of this License . At least ten (10) business days prior to the commencement of any improveme nt or alteration work on the License Area, Licensee will notify City’s Day-to-Day Contact at the Building designated in Section 31 (c), of the date such work will commence and the in tended construction schedule. Licensee may not access the roof without being escorted by the Day-to -Day Contact and access is subject to the Day-to-Day Contact’s availability. If applicable, notification must also be given to Underground Service Alert at least two (2) days prior to star t of work. Notwithstanding the approval of such schedule by the SFPUC, the City’s designated Day-to-Day Contact at the Building will have the right to require Licensee to adjust such schedule from time to time. All work must be performed during regular working hours (Monday throu gh Friday) between 7:00 a.m. and 3:30 p.m., exclusive of City holidays. Any work perf ormed during any other time or day must be preapproved by the SFPUC at least ten (10) business days prior to commencing such work. In connection with such approval, City may char ge Licensee additional in spection fees payable prior to the SFPUC’s approval of the request. Notwithstanding th e work hours set forth above, Licensee will comply with any applicable local ordinance that imposes later start times and/or earlier cessation times for cons truction activities. Licensee will complete all work and restoration no later than one hundred twenty (120) days after the commen cement of the term of this License, subject to unavoidable delays. For purposes of this License, “unavoidable delays” means any delays by reason of acts of God, accide nts, breakage, strikes, lockouts, other labor disputes, enemy action, civil co mmotion, protests, riots, dem onstrations, federal or state governmental restrictions, or by any other reason beyond Licensee’s reasonable control. (i) Restoration of License Area . Immediately following completion of any work permitted under this License, Licensee will remove any related equi pment and will restore the License Area to its condition immediately prior to such work, to City’s satisfaction. Licensee will restore any damage caused to the License Area, all as request ed by City, and will comply with all applicable regulations of the regulatory agency with jurisdiction. (j) Post-Installation Documentation . Promptly upon completion of the installation of the Facilities, Licensee will furnish the SFPU C with photos of the mounted Facilities, which will include sufficient detail so as to allow City to precisely locate the Facilities. (k) Responsibility for Maintenance of Facilities . Licensee will be solely responsible for repairing and maintaining all F acilities placed in or on the License Area pursuant to this License in good and safe condition, and City will have no duty whatsoever for any repair or maintenance of the License Ar ea or any such Facilities. Licen see will contact the City’s Day- to-Day Contact designated in Section 31 (c) not less than forty eight (48) hours prior to coordinate roof entry before performing any r easonable repair or maintenance work in the License Area. All work must be performed during regular working hours (Monday through Friday) between 7:00 a.m. and 3:30 p.m., exclus ive of City holidays. Licensee may not access the roof without being escorted by the Day-to-Day Contact and access is s ubject to the Day-to- Day Contact’s availability. Licen see acknowledges that City will have the sole discretion in deciding whether to approve to any proposed addition to the Facilities within the License Area or any proposed exchange or replacement of Li censee’s Facilities that would result in any expansion of the License Area.

8 Rev July 2022
(l) Revocability . The installation of the Facilitie s in the License Area, regardless of cost, will not in any way whatsoever limit City’s right to revoke this License pursuant to its terms or any of City’s other rights under this License. (m) Contractors . Licensee will not accept and release its contractor for work authorized or required by this License before securing the SFPUC’s written approval. (n) INTENTIONALLY OMITTED .
(o) Floor Load. Without the prior written consent of City, which City may give or refuse in City's sole discretion, Licensee will not place or install in the License Area any machine, equipment, structure or other imp rovement that exceeds the normal loadbearing capacity of the roof of the Building. If City consents to the placement or installation of any such machine or equipment in the License Area, Licensee at its sole expense will reinforce the roof of the Building in the License Area of such placem ent or installation, pursuant to plans and specifications reasonably approved by City, to the ex tent necessary to assure that no damage to the License Area or the Building or weakening of any structural supports will be occasioned thereby.
(p) Prohibition on Co-location Without Landlord’s Consent. Co-location of any other improvements or facilities within the License Area is prohibi ted. A "co-located facility" means additional equipment not falling under th is License and a teleco mmunication or paging facility comprised of one or more antennas, dishes, or similar devices owned or used by Licensee or another public or private entity.
(q) Data and Reporting. Licensee will provide data collected from the Facilities and associated air quality visuals in a web-based, publicly accessible format. The City and its separate departments will be authorized to receiv e and use all data collected from the Facilities without limiting its right to revoke this License or any of its other rights hereunder. (r) Internet Connection. City provides internet connection to all users of the SECC.

Licensee’s Facilities will be included in that general provision of internet connection to users of the SECC. If Licensee desires to install hardwa re or wiring in the License Area, Licensee must first seek written approval from City’s Day-to-Day Contact listed below in Section 31 (c).

9 Rev July 2022
(c) Dumping . Licensee will not cause or permit th e dumping or other disposal in, on, under, or about the License Area or the Build ing of landfill, refuse, Hazardous Material (defined in subsection (d) [Hazardous Material] below), or any other materials, including materials that are unsightly or could pose a hazard to the human health or safety to the License Area, or the environment.
(d) Hazardous Material . Licensee will not cause, nor will Licensee allow any of its Agents or Invitees (defined in Section 19 [I ndemnity] below) to cause, any Hazardous Material to be brought upon, kept, used, stored, generated, released, or disposed of in, on, under, or about the License Area, or transported to, from, or ove r the License Area. Licensee will immediately notify City when Licensee learns of, or has reason to believe that , a release of Hazardous Material has occurred in, on, under, or about any pa rt of the License Area. Licensee will further comply with all applicable Laws requiring not ice of such releases or threatened releases to governmental agencies, and will take all action n ecessary or desirable to mitigate the release or minimize the spread of c ontamination. If Licensee or its Agen ts or Invitees cause a release of Hazardous Material, Licensee will promptly return the License Area to the condition immediately prior to the release, without cost to City, in accordance with all Laws, and using the highest and best technology available. In conne ction with such remedial action, Licensee will afford City a full opportunity to participate in any discussion or negotiations with governmental agencies and environmental consultants rega rding any settlement agreement, cleanup or abatement agreement, consent decree, or ot her compromise proceeding involving Hazardous Material, and any other abatement or cleanup plan , strategy, and procedure. For purposes of this License, “Hazardous Material” means material that, because of its quantity, concentration, or physical or chemical characteristics, is at any time now or hereafter deemed by any federal, state, or local governmental authority to pose a present or potential hazard to public health, welfare, or the environment. Hazardous Materi al includes the follow ing: any material or substance defined as a “hazardous substance, pollutant or co ntaminant” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.

Sections 9601 et seq., or pursuant to Section 25316 of the California Health & Safety Code or any other federal, state, or local Law; a “h azardous waste” listed pursuant to Section 25140 of the California Health & Safety Code; any asbes tos and asbestos containi ng materials whether or not such materials are part of the License Area or are naturally occurring substances in the License Area; and any petroleum, including crude oil or any crude-oil fraction, natural gas, or natural gas liquids, provided, the foregoing wi ll not prohibit Licensee from traversing to, from, and across the License Area in standard motor vehi cles that do not exceed the weight limitations set forth below. The term “ release” or “ threatened release ” when used with respect to Hazardous Material will include any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing in, on, under, or about the License Area.
(e) Nuisances . Licensee will not conduct any acti vities in, on, under, or about the License Area that constitute waste, nuisance, or unreasonable annoyance (including emission of objectionable odors, noises, or lights) to City, to the owners or occupants of neighboring property, or to the public, or that constitute waste or nuisance per se. (f) Damage . Licensee will not do anything in, on, under, or about the License Area that could cause damage to or interference with any pipelines, facilities, or other property located in, on, under, or about the License Area. Licensee will compensate City for any and all damage

10 Rev July 2022
caused to the License Area and City facilities r esulting from the activi ties of Licensee and its Agents and Invitees, including damage resulting from defective work. (g) Use of Adjoining Land . Licensee acknowledges that the privilege given under this License will be limited strictly to the License Area. Li censee will not traverse over or otherwise use any adjoining lands of City.
(h) Ponding . Licensee will not cause any pondi ng on the License Area or the Building or any flooding on adjacent land.
(i) INTENTIONALLY OMITTED .

7. Consideration .
(a) Use Fee . Without limiting its right to revoke th is License or any of its other rights under this License, at any time, upon not less than thirty (30) da ys’ written notice to Licensee, City may charge a use fee for the priv ileges granted by this License if City establishes a general policy for charging fees for the use(s) pe rmitted by this License, and City may increase such fee from time to time in accordance with such policy. (b) Data . As partial non-monetary consideratio n for City entering into this License, Licensee is obligated to provide true and correct copies of all written re ports prepared by or on behalf of Licensee that contain or discuss air quality data and/or other data with respect to the air quality monitors that reflect on or relate to environmental cond itions or hazardous materials on or about the License Area. The data collected will be available to City on a platform that is also accessible to the public.

11 Rev July 2022
(d) Additional Insured Endorsements .
(i) The Commercial General Liability policy must be endorsed to name as Additional Insured the City and County of San Francisco, its Officers, Agents, and Employees. (ii) The Commercial Automobile Liability Insurance policy must be endorsed to name as Additional Insured the City and County of San Fran cisco, its Officers, Agents, and Employees.
(e) Waiver of Subrogation Endorsements . The Workers’ Compensation policy(ies) and all Liability Policies reference d above will be endorsed with a waiver of subrogation in favor of City for all work performed by Licensee or its Agents. (f) Primary Insurance Endorsements .
(i) The Commercial General Liability policy will provide that such policies are primary insurance to any other insurance available to the Additional Insureds, with respect to any claims arising out of this Li cense, and that the insurance a pplies separately to each insured against whom claim is made or suit is brought.
(ii) The Commercial Automobile Liability Insurance policy will provide that such policies are primary insurance to any other insurance available to the Additional Insureds, with respect to any claims arising out of this Li cense, and that the insurance applies separately to each insured against whom claim is made or suit is brought. (iii) Such policies will also provide for severability of interests and that an act or omission of one of the name d insureds which would void or otherwise reduce coverage will not reduce or void the coverage as to any insure d, and will afford coverage for all claims based on acts, omissions, injury, or damage that occurred or arose (or the onset of which occurred or arose) in whole or in part during the policy period.
(g) Other Insurance Requirements .
(i) Thirty (30) days’ advance written notice will be provided to City of cancellation, intended non-renewal, or reduction in coverages, except for non-payment for which no less than ten (10) days’ notice will be provid ed to City. Notices will be sent to the City address set forth in Section 31 [Notices].
(ii) Should any of the required insuranc e be provided unde r a claims-made form, Licensee will maintain such coverage continuously throughout the term of this License and, without lapse, for a period of three years beyond the expiration of this License, to the effect that, should occurrences during the License term give rise to claims made after expiration of the License, such claims will be covered by such claims-made policies. (iii) Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defense costs be included in such genera l annual aggregate limit, such general annual aggregate limit will be double the occurrence or claims limits specified above.

12 Rev July 2022
(iv) Should any required insurance lapse during the term of this License, requests for payments originating after such la pse will not be processed until City receives satisfactory evidence of reinstated coverage as required by this Li cense, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminat e this License effective on the date of such lapse of insurance.
(v) Prior to the Commencement Date of this License, Licensee will furnish to City certificates of insurance a nd additional insured policy endor sements with insurers with ratings comparable to A-, VIII or higher, that are authorized to do business in the State of California, and that are satisfactory to City, in form evidencing all coverages set forth above.

Licensee and its contractors will submit or cause their respective insurance brokers to submit requested information through the Exigis insu rance verification program designated by City or any successor program used by City for verific ation of Licensee and contractor insurance coverage. Approval of the insurance by City will not relieve or decrease Licensee’s liability hereunder. If Licensee will fail to procure such insurance, or to deliver such policies or certificates, at its option, City may procure the same for the account of Licensee, and Licensee will reimburse City for any costs so paid by City within five (5) business days after delivery to Licensee of bills therefor.
(vi) If Licensee will use any subcontractor(s ) to perform the Permitted Acts, Licensee will require the subcontra ctor(s) to provide all necessary insurance and to name the City and County of San Francisco, its office rs, agents and employees, and the Licensee as additional insureds.
(vii) Upon City’s request, Licensee and City will periodically review the limits and types of insurance carried pursuant to this S ection. If the general commercial practice in the City and County of San Francisco is to carry liability insurance in an amount or coverage materially greater than the amount or covera ge then being carried by Licensee for risks comparable to those associated with the License Area, then, at its sole discretion, City may require Licensee to increase the amounts or cove rage carried by Licensee hereunder to conform to such general commercial practice.

9. Compliance with Laws . At its expense, Licensee will conduct and cause to be conducted all activities on the Li cense Area permitted by this Licen se in a safe and reasonable manner and in compliance with all laws, statutes, ordinances, rules, regulations, policies, orders, edicts, and the like (collectively, “ Laws”) of any governmental or other regulatory entity with jurisdiction (including the Americans with Disabil ities Act) and all covena nts, restrictions, and provisions of record, whether presently in effect or subsequently adopted and whether or not in the contemplation of the parties. At its sole expense, Licensee will procure and maintain in force at all times during its use of the License Ar ea any and all business and other licenses or approvals necessary to conduct the activities allowed by this License. City is entering into this License in its capacity as a property owner with a proprietary interest in the License Area and not as a regulatory agency with police powers. No approval by City for purposes of this License will be deemed to constitute approva l of any federal, state, City, o r other local regulatory authority with jurisdiction, and nothing in this License will limit Licensee’s obligation to obtain all such regulatory approvals at Licensee’s sole cost, or limit in any wa y City’s exercise of its police powers.

13 Rev July 2022

10. Covenant to Maintain License Area . Throughout the term of this License, at its sole cost, Licensee will maintain the License Area at all times in a good, clea n, safe, secure, sanitary, and sightly condition, so far as the License Area may be affected by Licensee’s activities under this License.

11. INTENTIONALLY OMITTED.

12. Removal or Alteration of Facilities or Improvements . Without limiting City’s rights under this License, at City’s written request, Licen see will promptly alter or remove, at its sole expense, any and all Facilities, improvements, plantings, or other pr operty installed or placed in, on, under, or about the License Area by Licensee, as may be necessary to avoid any actual or potential interference with the installation, construction, maintenance, operation, repair, replacement, or removal of any of City’s pipelines, power lines, facilities, or other structures now or later constructed or with any other operati ons or land uses by City. Licensee will remove Facilities or Improvements immedi ately during an emergency as de termined by City, or within thirty (30) days of receiving City’s written request, or otherwise within reasonable time limits for completion of the work as specified by City in its written request . If, after such written notice, Licensee fails to complete the requested work within the prescribed time limits, City may perform the requested work and charge Licensee all costs and expenses so incurred by City.

Such amount will be due and payable upon City’s demand. In the event of an emergency, as determined by City, at City’s so le option, at Licensee’s sole e xpense, and without notice, City may, alter, remove, or protect an y and all facilities, improvement s, plantings, or other property installed or placed in, on, under, or about the License Area by Licensee. Upon City’s written or oral notice that an emergency exists, the owner of such utility facili ties will take immediate action at its sole expense to protect, remove, or relocate such facilities as required by City to meet the emergency.

13. INTENTIONALLY OMITTED .

14. Signs . Licensee will not place, erect, or maintain any sign, advertisement, banner, or similar object in, on, or about the License Area wit hout City’s prior written consent, which City may give or withhold at its sole discretion; prov ided, however, that, without City’s prior written consent, if necessary for Licensee’s construction use, Licensee may place in the License Area a temporary sign of less than thirty (30) days’ duration that does not penetrate the ground surface.

15. Surrender . Upon the expiration of this License or within ten (10) days after any sooner revocation or other termination of this License, Licensee will surrender the License Area in the same condition as received, and broom clean, free from hazards, and clear of all debris. At such time, Licensee will remove all of its property from the License Area and any signs and, upon City’s request, the Facilities and any other structures, improvements, or alterations placed on the License Area during the term of this License, and will repair, at its cost, any damage to the License Area caused by such removal. Licensee’ s obligations under this Section will survive any termination of this License.

14 Rev July 2022
Section 31(a) [Notices] below. City may, but will not be obligated to, remedy such damage or threat at Licensee’s sole cost, or City may elect to witness Licensee’s repair work. If City elects not to remedy such damage or threat, Licensee will repair any and all such damage and restore the License Area or property to its previous cond ition subject to City’s inspection, review, and approval. City has no responsibility or liability of any kind with respect to any utilities that may be on, in, or under the License Area. Licensee is sole ly responsible for the location of any such utilities and other existing fac ilities and their protection from damage. Licensee will be solely responsible to arrange and pay d irectly for any utilit ies or services necessar y for its activities pursuant to this License; provi ded, Licensee will obtain City’s p rior written approval to the provision of such services or utilities in, on, under, or through the License Area.

17. City’s Right to Cure Defaults by Licensee . If Licensee fails to perform any of its obligations under this License to restore the License Area, remove or alter any of Licensee’s Facilities, or improvements or alterations, or re pair damage, or if Licensee defaults in the performance of any of its other obligations under th is License, then, at it s sole option, City may remedy such failure for Licensee’s account an d at Licensee’s expense by providing Licensee with three (3) days’ prior written or oral notice of City’s intention to cure such default (except that no such prior notice will be required in the event of an emergency as determined by City).

Such action by City will not be construed as a waiver of any of City’s rights or remedies under this License, and nothing in this License will imply any duty of City to do any act that Licensee is obligated to perform. Licensee will pay to City upon demand, all costs, damages, expenses, or liabilities incurred by City, including reasonable a ttorneys’, experts’, and consultants’ fees, in remedying or attempting to remedy such default. Licensee’s obligations under this Section will survive the termination of this License.

18. No Costs to City . Licensee will bear all costs or expenses of any kind or nature in connection with its use of the License Area, and will keep the License Area free and clear of any liens or claims of lien arising out of or in any way connected with its use of the License Area.

15 Rev July 2022
authorized representatives. In addition to Li censee’s obligation to indemnify City, Licensee has an immediate and independent ob ligation to defend City from any claim that actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent, or false, which oblig ation arises at the time such cl aim is tendered to Licensee by City and continues at all tim es thereafter. The foregoing indemnity will include reasonable attorneys’, experts’, and consultants’ fees and costs, investigation and remediation costs, and all other reasonable costs and expenses incurred by the indemnified parties, including damages for decrease in the value of the License Area and clai ms for damages or decreases in the value of adjoining property. Licensee’s obligations under this Section will survive the expiration or other termination of this License.

16 Rev July 2022
consequential and incidental damages (including lo st profits) and covenants not to sue for such damages City, its departments, commissions, offic ers, directors, and employees, and all persons acting by, through, or under each of them, arising out of this License or the uses authorized under this License, including any interference with uses conducted by Licensee pursuant to this License, regardless of the cause, and whether or not due to the negligence of City or its departments, commissions, officers, directors, and employees, and all persons acting by, through, or under each of them, except for the gross ne gligence and willful misconduct of City or its departments, commissions, officers, directors, and employees, and all persons acting by, through, or under each of them.
(e) As part of Licensee’s agreement to accept the License Area in its “As Is” condition as provided below, and without limiting such agreement, Licensee, on behalf of itself and its successors and assigns, waives its right to recover from, and forever releases and discharges, City and its officers, agents, and employees, and their respective heirs, successors, administrators, personal representatives, and assi gns, from any and all Claims, whether direct or indirect, known or unknown, foreseen and/or unfor eseen, that may arise on account of or in any way be connected with the physical or environmental condition of the License Area and any related improvements or any applicable Laws or the suitability of the License Area for Licensee’s intended use.
(f) In connection with the foregoing releases, Licensee acknowledges that it is familiar with Section 1542 of the California Civil Code, which reads:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Licensee acknowledges that the releases contai ned in this License include all known and unknown, disclosed and undisclosed, and anticipated and unanticipated claims. Licensee realizes and acknowledges that it has agreed upon this License in light of this realization and, being fully aware of this situation, it nevertheless intends to waive the benefit of California Civil Code Section 1542, or any statute or other similar law now or later in effect. The releases contained in this License will survive any termination of this License.

21. As Is Condition of License Area; Disab ility Access; Disclaimer of Representations .

Licensee accepts the License Area in its “AS IS” condition, without representation or warranty of any kind by City, its departments, commissi ons, officers, directors, and employees, and all persons acting by, through, or under each of them, and subject to all applicable Laws governing the use of the License Area. Without limiting the foregoing, this License is made subject to any and all existing and future covenants, conditio ns, restrictions, easements, encumbrances, and other title matters affecting th e License Area, whether foreseen or unforeseen, and whether such matters are of record or would be disclosed by an accurate inspection or survey.

17 Rev July 2022
or “subject premises” for th e herein disclosures), and (iii) City makes the following statutory disclosure per California Civil Code Section 1938 (the required “CASp Disclosure”):
“A Certified Access Specialist (“ CASp”) can inspect the s ubject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subj ect premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties will mutually agree on the arrangements for the time and manne r of the CASp inspection, the payment of the fee for the CASp inspection and the co st of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.”

22. No Assignment . This License is personal to Licensee and will not be assigned, conveyed, or otherwise transferred by Licensee under any circumstances. Any attempt to assign, convey, or otherwise transfer this License will be null and void and cause the immediate termination and revocation of this License.

23. Cessation of Use . Licensee will not terminate its activities on the License Area pursuant to this License without prior written notice to City.

24. No Joint Ventures or Partnership; No Authorization . This License does not create a partnership or joint venture between City and Licensee as to any activity conducted by Licensee on, in, or relating to the License Area. Licensee is not a state actor with respect to any activity conducted by Licensee on, in, under or around the License Area. City’s provision of this License does not constitute City’s authorization or approval of any activity conducted by Licensee on, in, around, or relating to the License Area.

25. MacBride Principles - Northern Ireland . The provisions of San Francisco Administrative Code Section 12F are incorporated into and made a part of this License by this reference. By signing this License, Licensee confirms that Licensee has read and understood that City urges companies doing business in Norther n Ireland to resolve employment inequities and to abide by the MacBride Princi ples, and urges San Francisco co mpanies to do business with corporations that abide by the MacBride Principles.

18 Rev July 2022
(b) Other Subcontracts. Licensee will include in all subcontracts relating to the License Area a non-discrimination cl ause applicable to such subc ontractor in subs tantially the form of Section 26(a) [Covena nt Not to Discriminate] a bove. In addition, Licensee will incorporate by reference in all subcontracts th e provisions of Sections 12B.2(a), 12B.2(c)-(k), and 12C.3 of the San Francisco Administrative Code and will require all subcontractors to comply with such provisions. Licensee’s failu re to comply with the obligations in this subsection will constitute a material breach of this License. (c) Non-Discrimination in Benefits. Licensee does not as of the date of this License and will not during the term of this License, in any of its operations in San Francisco, on real property owned by City, or where th e work is being performed for City or elsewhere within the United States, discriminate in the provision of ber eavement leave, family medical leave, health benefits, membership or membership discounts , moving expenses, pension and retirement benefits, or travel benefits, as we ll as any benefits other than the benefits specified above, between employees with domestic partners and employees with spouses, and/or between the domestic partners and spouses of such employees, where the domestic partnership has been registered with a governmental entity pursuant to state or local law authorizing such registration, subject to the conditions set forth in Section 12B.2(b) of the San Francisco Administrative Code. (d) Condition to License. As a condition to this License, Licensee will execute the “Chapter 12B Declaration: N ondiscrimination in Contracts and Benefits” form (Form CMD- 12B-101) with supporting documentation and secure the approval of the form by the San Francisco Contract Monitoring Division.
(e) Incorporation of Administrativ e Code Provisions by Reference. The provisions of Chapters 12B and 12C of the San Francisco Administrative Code relating to non-discrimination by parties contracting for the license of City property are incorporated in this Section by reference and made a part of this License as though fully set forth. Licensee will comply fully with and be bound by all of the prov isions that apply to this License under such Chapters of the San Francisco Administrative C ode, including the remedies provided in such Chapters. Without limiti ng the foregoing, Licensee unders tands that pursuant to Section 12B.2(h) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this License may be assessed against Licensee and/or deducted from any payments due Licensee.

19 Rev July 2022
such health plan will meet the minimum sta ndards set forth by the San Francisco Health Commission.
(b) Notwithstanding the above, if Licensee meets the requirements of a “small business” as described in Sectio n 12Q.3(d) of the HCAO, it will ha ve no obligation to comply with subsection (a) above.
(c) Licensee’s failure to comply with any applicable requirements of the HCAO will constitute a material breach by Licensee of this License and City’s remedies will be those set forth in the HCAO. If, within thirty (30) days af ter receiving City’s written notice of a breach of this License for violating the HCAO, Licensee fails to cure such breach or, if such breach cannot reasonably be cured within such 30-day peri od, Licensee fails to commence efforts to cure within such period, or thereafter fails to diligently pursue such cure to completion, City will have the remedies set forth in Section 12Q.5(f)(1-5). Each of these remedies will be exercisable individually or in combination with any other rights or remedies available to City. (d) Any Contract or Subcontract regarding services to be performed on the License Area entered into by Licensee will require the Con tractors and Subcontractors, as applicable, to comply with the requirements of the HCAO and will contain contractual obligations substantially the same as those set forth in this Section. Licensee will notify the Purchasing Department when it enters into such a Contract or Subcontract and will certify to the Purchasing Department that it has notified the Contractor or Subcontractor of the obligations under the HCAO and has imposed the requirements of the HCAO on the Contractor or Subcontra ctor through written agreement with such Contractor or Subcontractor. Licens ee will be responsible for ensuring compliance with the HCAO by each Contractor and Subcont ractor performing services on the License Area.

If any Contractor or Subcontractor fails to comply, City may pursue the remedies set forth in this Section against Licensee based on the Contractor’s or Subcontractor’s failure to comply, provided that the Contracting Department has first provided Licensee with notice and an opportunity to cure the violation.
(e) Licensee will not discharge, reprimand, pena lize, reduce the compensation of, or otherwise discriminate against, any employee for notifying City of any issue relating to the HCAO, for opposing any practice pr oscribed by the HCAO, for partic ipating in any proceedings related to the HCAO, or for se eking to assert or enforce any rights under the HCAO by any lawful means.
(f) Licensee represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the requirements of the HCAO. (g) Licensee will keep itself informed of the requirements of the HCAO, as they may change from time to time.
(h) Upon request, Licensee will provide reports to City in accordance with any reporting standards promulgated by City under the HCAO, including reports on Subcontractors or Contractors.
(i) Within five (5) business days after any request by City, Licensee will provide City with access to pertinent records relating to any Licensee’s compliance with the HCAO. In addition, City and its officers, agents, and em ployees may conduct random audits of Licensee at

20 Rev July 2022
any time during the term of this License. Licensee will cooperate with City in connection with any such audit.

28. Notification of Prohibition on Contributions . Licensee acknowledges that it is familiar with Section 1.126 of the San Francisco Camp aign and Governmental Conduct Code, which prohibits any person who contracts with City for th e selling or leasing of any land or building to or from City whenever such transaction would require the approval by a City elective officer, the board on which that City elective officer serv es, or a board on which an appointee of that individual serves, from making any campaign contribution to (a) the City elective officer, (b) a candidate for the office held by such individual, or (c) a committee controlled by such individual or candidate, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the contract is approved. License e acknowledges that the foregoing restriction applies only if the contract or a combination or series of contr acts approved by the same i ndividual or board in a fiscal year have a total anti cipated or actual value of $1 00,000 or more. Licensee further acknowledges that (i) the prohibition on contributions applies to each Licensee; each member of Licensee’s board of directors, and Licensee’s chief executive officer, chief financial officer, and chief operating officer; any person with an ownership interest of more than ten percent (10%) in Licensee; any subcontractor list ed in the contract; and any co mmittee that is sponsored or controlled by Licensee; and (ii) within thirty (30) days of the submission of a proposal for the contract, the City department seeking to en ter into the contract must notify the Ethics Commission of the parties and any subcontractor to the contract. Additionally, Licensee certifies it has informed each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126 by the ti me it submitted a proposal for the contract to the City, and has provided the names of the persons required to be informed to the City department seeking to enter into that contract within thirty (30) days of submitting its contr act proposal to the City department receiving that submittal, and ack nowledges the City department receiving that submittal was required to notify the Ethics Commission of those persons.

29. Tropical Hardwoods and Virgin Redwoods . City urges companies not to import, purchase, obtain, or use for any purpose, an y tropical hardwood, tropical hardwood wood product, virgin redwood, or virgin redwood wo od product, except as expressly permitted by the application of Sections 802(b) an d 803(b) of the San Francisco Environment Code. Except as permitted by the application of Sections 802(b) and 803(b), Licensee will not use or incorporate any tropical hardwood, tropica l hardwood wood product, virgin redwood, or virgin redwood wood product in the performance of this License.

21 Rev July 2022
may be imposed upon Licensee by law, all of whic h will be paid when the same become due and payable and before delinquency.
(c) Licensee will not allow or suffer a lien for any such taxes or charges to be imposed upon the License Area or upon any equipm ent or property located on the License Area without promptly discharging th e same, provided that Licensee ma y contest the validity of the same by paying under protest or posting adequate (a t City’s sole discretion) security during any such contest.
(d) San Francisco Administrative Code Sec tions 23.38 and 23.39 require that City report certain information relating to this Licen se, and any renewals of this License, to the County Assessor within sixty (60) days after a ny such transaction, and that Licensee report certain information relating to any assignment of or transfer under this License to the County Assessor within sixty (60) days after such assignment or transfer transaction. Licensee will provide such information as may be requested by C ity to enable City to comply with this requirement.

31. Notices .
(a) Any notice, consent, or approval require d or permitted to be given under this License will be in writing and will be given by (i) hand delivery, against receipt, (ii) reliable next-business-day courier service that provides con firmation of delivery, or (iii) United States registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or to such other address as either party may from time to time sp ecify in writing to the other upon five (5) days’ prior, written notice in the manner provided above):

City or the SFPUC:

Licensee:

Real Estate Services Division
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 10
th Floor
San Francisco, California 94102
Attn: Real Estate Director
Re: 1550 Evans Street – Greenaction for
Health and Environmental Justice Air Quality
Monitoring License P4596
Telephone No.: (415) 487-5210
Greenaction for Health and EnvironmentalJustice
*HDU\Street, 6XLWH
San Francisco, CA 9410
Attn: Bradley Angel
Re: 1550 Evans Street – Greenaction for
Health and Environmental Justice Air Quality
Monitoring License P4596
Telephone No.: (415) 447-3904
E-mail: [email protected]
A properly addressed notice transmitted by one of the foregoing methods will be deemed received upon the confirmed date of delivery, attempted delivery, or rejected delivery, whichever occurs first. Any e-mail ad dresses, telephone numbers, or facsimile numbers provided by one

22 Rev July 2022
party to the other will be for convenience of communication only; neither party may give official or binding notice orally or by e -mail or facsimile. The effectiv e time of a notice will not be affected by the receipt, prior to receipt of the original, of an oral notice or an e-mail or telefacsimile copy of the notice.
(b) Emergency Contacts . Licensee will immediately notify the SFPUC’s City Distribution Division by phone at (415) 550-4956 of any emergency or incident requiring emergency response.
(c) Day-to-Day Communications. Day-to-Day communications that are not intended as a notice or demand under this License may be communicated by email or telephone.

City’s key contact for day-to-day communications is:

Attn: Southeast Community Center
San Francisco Public Utilities Commission
1550 Evans Avenue
San Francisco, California 94124
Attn: Jason Barcelon,
Southeast Community Center Manager
Re: 1550 Evans Street – Greenaction for Health and
Environmental Justice Air Quality Monitoring License
P4596
Telephone No.: (415) 214-5941
E-mail:MEDUFHORQ#VIZDWHURUJ

32. Prohibition of Tobacco Sales and Advertising . No advertising or sale of cigarettes or tobacco products is allowed on the License Area. This advertising prohibition includes the placement of the name of a co mpany producing cigarettes or t obacco products or the name of any cigarette or tobacco product in any promotion of any event or product.

33. Prohibition of Alcoholic Beverage Advertising . No advertising of alcoholic beverages is allowed on the License Area. For purposes of this Section, “alco holic beverage” will be defined as set forth in California Business and Professions Code Section 23004, and will not include cleaning solutions, medical supplies, and other products and substances not intended for drinking. This advertising pr ohibition includes the placement of the name of a company producing alcoholic beverages or the name of any alcoholic beve rage in any promotion of any event or product.

34. Restrictions on the Use of Pesticides . Chapter 3 of the San F rancisco Environment Code (the Integrated Pest Manag ement Program Ordinance or “ IPM Ordinance”) describes an integrated pest management (“ IPM”) policy to be implemented by all City departments.

23 Rev July 2022
Licensee’s primary IPM contact person with the City. Licensee will comply, and will require all of Licensee’s contractors to comply, with the IPM plan approved by the City and will comply with the requirements of Sections 300(d), 302, 304, 305(f), 305(g), and 306 of the IPM Ordinance, as if Licensee were a City department. Among other matters, such provisions of the IPM Ordinance: (i) provide for the use of pest icides only as a last resort, (ii) prohibit the use or application of pesticides on pr operty owned by the City, excep t for pesticides granted an exemption under Section 303 of the IPM Ordinan ce (including pesticides included on the most current Reduced Risk Pesticide List compiled by City’s Department of the Environment), (iii) impose certain notice requirements, and (iv) require Licensee to keep certain records and to report to City all pesticide use at the License Area by Licensee’s staff or contractors.

If Licensee or Licensee’s contractor will apply pesticides to outdoor areas at the License Area, Licensee must first obtain a written recommendation from a person holding a valid Agricultural Pest Control Advisor license issued by the California Department of Pesticide Regulation (“CDPR”) and any such pesticid e application will be ma de only by or under the supervision of a person holding a valid, CDPR-i ssued Qualified Applicator certificate or Qualified Applicator license. City’s current Re duced Risk Pesticide List and additional details about pest management on City property can be found at the San Francisco Department of the Environment website, http://sfenvironment.org/ipm.

35. Conflict of Interest . Licensee acknowledges that it is familiar with the provisions of Section 15.103 of City’s Charter, Article III, Chapter 2 of C ity’s Campaign and Governmental Conduct Code, and Sections 87100 et seq. and Sections 1090 et seq. of the California Government Code and certifies that it does no t know of any facts that would constitute a violation of said provisions. If Licensee becomes aware of any such fact during the term of this License, Licensee will immediately notify City.

36. Disclosure . City’s Sunshine Ordinance (San Francisco Administrative Code Chapter 67) and the State Public Records Law (Gov’t Code S ections 6250 et seq.), apply to this License and any and all records, information, and materials submitted to City in connection with this License.

Accordingly, any and all such records, info rmation, and materials may be subject to public disclosure in accordance with City’s Sunshine Ordinance and the State Public Records Law.

Licensee authorizes City to disclo se any records, information, and materials submitted to City in connection with this License.

37. Food Service and Packaging Waste Reduction . Licensee will comply fully with and be bound by all of the applicable provisions of the Food Service and Packaging Waste Reduction Ordinance, as set forth in the San Francisco Environment Code, Ch apter 16, including the remedies provided therein, and implementing guidelines and rules. The provisions of Chapter 16 are incorporated into this License by this refe rence and made a part of this License as though fully set forth. Capitalized te rms used in this Section that are not otherwise defined in this License have the same meaning assigned to such terms in San Francisco Environment Code, Chapter 16. Accordingly, Licensee acknowledges th at City contractors a nd lessees may not use Disposable Food Service Ware that contains Polystyrene Foam in City Facilities while performing under a City contract or lease, and will instead use suitable Biodegradable/Compostable or Recyclable Disposab le Food Service Ware. This provision is a material term of this License.

24 Rev July 2022

38. Severability . If any provision of th is License, or its applicati on to any person, entity, or circumstance, will be held to be invalid or une nforceable by a court of competent jurisdiction, the remainder of this License, or the applica tion of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this License w ill be valid and be enforceable to the fullest extent permitted by law, except to the extent that enforcement of this License without the invalidated provision would be unreasonable or inequitable under all the circumstances or would frustrate a fundamental purpose of this License.

39. Cooperative Drafting . This License has been drafte d through a cooperative effort of both Parties, and both Parties have had an opport unity to have the License reviewed and revised by legal counsel. No party will be considered th e drafter of this Licen se, and no presumption or rule that an ambiguity will be construed agains t the party drafting the clause will apply to the interpretation or enforcement of this License.

25 Rev July 2022
employment with Licensee or its contractor at the License Area, that the Licensee or contractor will consider for employment qualified applicants with criminal histories in a manner consistent with the requirements of Chapter 12T.
(f) Licensee and its contractors will post the notice prepared by the Office of Labor Standards Enforcement (“OLSE”), available on OLSE’s website, in a conspicuous place at the License Area and at other workplaces within San Francisco where interviews for job opportunities at the License Area. The notice w ill be posted in English, Spanish, Chinese, and any language spoken by at least five percent (5 %) of the employees at the License Area or other workplace at which it is posted.
(g) Upon any failure to comply with the requirements of Chapter 12T, City will have the right to pursue any rights or remedies available under Chapter 12T or the Licen se, including a penalty of $50 for a second violation and $100 for a subsequent violation for each employee, applicant, or other person as to whom a viola tion occurred or continued, or termination or suspension in whole or in part of the License.
(h) If Licensee has any questions about the applicability of Chapter 12T, it may contact City’s Real Estate Division for additional information. City’s Real Estate Division may consult with the Director of City’s Office of Contract Administration who may also grant a waiver, as set forth in Section 12T.8.

41. San Francisco Packaged Water Ordinance . Licensee will comply with San Francisco Environment Code Chapter 24 (“ Chapter 24”). Licensee will not sell, provide or otherwise distribute Packaged Water, as defined in Chapter 24 (including bottled water), in the performance of this License or on City property unless Licensee obtains a waiver from the City’s Department of the Environment. If Licensee violat es this requirement, the City may exercise all remedies in this License and the Director of the City’s Department of the Environment may impose administrative fines as set forth in Chapter 24.

42. Wages and Working Conditions. Licensee agrees that any person performing labor in connection with the Improvements or to the Li cense Area that are a “pub lic work” as defined under San Francisco Administrative Code Sec tion 6.22(E) or California Labor Code Section 1720 et seq. (which includes certain construction, alteration, demolitio n, installation, maintenance, and repair, if paid for in whole or part out of public funds), shall be paid not less than the highest prevailing rate of wages consis tent with the requirements of Section 6.22(E) of the San Francisco Administrative Code, and sh all be subject to the same hours and working conditions, and shall receive th e same benefits as in each case ar e provided for similar work performed in San Francisco County. Licensee shall include, in any contract for such Improvements to the License Area that are a “pub lic work”, a requirement that all persons performing labor under such contract shall be paid not less than the highest prevailing rate of wages for the labor so performed. Licensee shall require any contractor to provide, and shall deliver to City upon request, certified payroll repo rts with respect to all persons performing such labor at the License Area.

26 Rev July 2022
Improvements. Prior to the commencement of the Permitted Improvements work, Licensee shall contact City’s Office of Economic Workforce and Development (“OEWD”) to discuss the local hiring requirements issued by OEWD under the San Francisco Local Hiring Policy that apply to the Permitted Improvements work, if any. Li censee shall comply with all OEWD requirements issued with respect to the San Francisco Loca l Hiring Policy and applicable to the Permitted Improvements work.

44. Registry of Charitable Trusts. Licensee represents that it is in good standing with the California Attorney General’s Registry of Char itable Trusts and will remain in good standing during the term of this License. Licensee will im mediately notify City of any change in its eligibility to perform under the License. Upon City request, Licensee will provide documentation demonstrating its compliance with applicable legal requirements. If Licensee uses any subcontractors to perform under this License, Licen see is responsib le for ensuring they are also in compliance with the California Attorney General’s Registry of Charitable Trusts at the time of contract execution and for the duration of the agreement. Any failur e by Licensee or any subcontractors to remain in good standing with applicab le requirements is a material breach of this License.

27 Rev July 2022
of California that Licensee is in good standing and qualified to do business in California (and covenants to maintain such status during the term of this License), that Licensee has full right and authority to enter into this License, and that each and all of the persons signing on behalf of Licensee are authorized to do so. Upon City’s request, Licensee will provide City with evidence reasonably satisfactory to City confirming the foregoing representations and warranties. (o) Except as expressly provided to the contrary, all approvals, c onsents, and dete rminations to be made by City under this License may be made at City’s sole a nd absolute discretion. (p) Whenever this License requires City’s or the SFPUC’s consent or approval, the General Manager of the SFPUC, or his or her designee, w ill be authorized to provide such consent or approval, except as otherwise provided by applicab le Laws, including City’s Charter, or by the SFPUC’s Real Estate Guidelines. No consent, approval, election, or op tion will be effective unless given, made, or exercised in writing. (q) This License may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. (r) Use of the word “including” or similar words will not be construed to limit any general term, statem ent, or other matter in this License, whether or not language of non-limitation, such as “without limitation” or similar words, are used.

46. Drug-Free Workplace. Licensee acknowledges that under the Federal Drug-Free Workplace Act of 1989, the unlawful manufactur e, distribution, possession, or use of a controlled substance under federal law is prohibit ed on City premises. Licensee agrees that any violation of this prohibition by Licensee, its Agents , or Invitees will be a material breach of this License.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS

LICENSE, NO OFFICER OR EMPLOYEE OF CI TY HAS AUTHORITY TO COMMIT CITY TO THIS LICENSE UNLESS AND UNTIL CITY’S PUBLIC UTILITIES COMMISSION

WILL HAVE DULY ADOPTED A RESOLUTI ON APPROVING THIS LICENSE AND AUTHORIZING THE TRANSACTIONS CONTEMPLATED IN THIS LICENSE.

THEREFORE, ANY OBLIGATIONS OR LI ABILITIES OF CITY UNDER THIS LICENSE

ARE CONTINGENT UPON ADOPTION OF S UCH A RESOLUTION, AND THIS LICENSE WILL BE NULL AND VOID IF CITY’S P UBLIC UTILITIES COMMISSION DO NOT APPROVE THIS LICENSE, AT THEIR RESPECTIVE SOLE DISCRETION. APPROVAL

OF THIS LICENSE BY ANY DEPARTME NT, COMMISSION, OR AGENCY OF CITY

WILL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ENACTED, NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY. [SIGNATURES ON FOLLOWING PAGE]

28 Rev July 2022

LICENSEE REPRESENTS AND WARRANTS TO CITY THAT IT HAS READ AND

UNDERSTANDS THE CONTENTS OF THIS LICENSE, HAS HAD AN OPPORTUNITY TO

REVIEW AND DISCUSS IT WITH COUNS EL OF ITS CHOOSING, AND AGREES TO COMPLY WITH AND BE BOUND BY ALL OF ITS PROVISIONS.

LICENSEE:

GREENACTION FOR HEALTH AND
ENVIRONMENTAL JUSTICE, a California non-profit
public benefit corporation
By: ____________________________________
Bradley Angel
Its: Chief Executive Officer
Date: ____________________________________
CITY:

CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation
By: ____________________________________
DENNIS J. HERRERA
General Manager
San Francisco Public Utilities Commission
Date: ____________________________________
APPROVED AS TO FORM:

DAVID CHIU
City Attorney
By: ____________________________
Elizabeth A. Dietrich
Deputy City Attorney
Authorized by
San Francisco Public Utilities Commission
Resolution No. _________________________
Adopted: _________________________

EXHIBIT A
Description of License Area
All that certain real property located in the City and County of San Francisco, California, described as follows:

Approximately four (4) square feet located on the roof of the Southeast Community Center building located at 1550 Evans Avenue in San Francisco, California, according to SFPUC records and as shown on the attached Exhibit B and made a part of this License.

EXHIBIT B
Depiction of License Area
[see attached]

J
H K MG.2

5.2 33
LJ
365W PV SOLAR

PANEL (TYP)
R3B-2
R3B-2
R3B-2R3B-2
24KVA PV SYSTEM INVERTER
3 3
3 2
R3B-22

JUNCTION BOX

FOR FUTURE

ANTENNA
B FB.2 C GA ED
P2BX-18
WPWPWP
WP
WP
4' PV SYSTEM SETBACK
24KVA PV SYSTEM INVERTER
24KVA PV SYSTEM INVERTER
AINR
OFILAC
FO
ETATS
P

DERETSI GER
E
LANOI
SSEFOR

REENIGN
NO. E22425ELECT
R
ICALAG

HOJLRAE
UFF
Q.

N
D
N
Plan No.

Drawing Title
Project
Scale:

Original Sheet Size: 24"x36"
Section Mgr.

WWE O&M Mgr.

WWE Engineering Mgr.

EMB Mgr.

INFRASTRUCTURE DIVISION

ENGINEERING MANAGEMENT BUREAU
Drawing/
File No.

Revision No

FOR THE SOLE USE OF THE DOCUMENT RECIPIENT -

DO NOT CITE, COPY, OR CIRCULATE WITHOUT THE
EXPRESSED PERMISSION OF THE SFPUC.

For reduced plans original scale is in inches
0 4
Contract No.

Checked/Approved
Project Mgr. S. CAMPBELL
Key Plan
08/2019
08/2019
08/2019
30 VAN NESS AVENUE, 5TH FLOOR

CITY & COUNTY OF SAN FRANCISCO
SAN FRANCISCO, CA 94102 - 6028

ENGINEERING

BUREAU OF

BUREAU MANAGER

SECTION MANAGER

DEPUTY BUREAU MANAGER
APPROVED:

DATE
DATE
DATE
DESIGNED BY:

DRAWN BY:

CHECKED BY:

DATE:

SAN FRANCISCO PUBLIC WORKS
WW-682R
1/8" = 1'-0"
1 COMMUNITY CENTER - ROOF

POWER PLAN
E-1205

SOUTHEAST COMMUNITY
CENTER
1550 EVANS AVENUE
SAN FRANCSICO, CA 94124
08/30/2019
WW17690
JC
CEC
EG
- SCALE: 1/8" = 1'-0"
1 COMMUNITY CENTER - ROOF POWER PLAN
AREA FOR 27KVA PHOTOVOLTAIC SYSTEM AND COMPONENTS TO BE CONNECTED TO PANEL PV2 IN COMMUNITY CENTER FACILITIES ROOM 318.

F/I WEATHER PROOF GFCI RECEPTACLE WITHIN 25' FROM HVAC EQUIPMENT.

BUILT-IN 120VAC RECEPTACLE FOR EACH AIR HANDLING UNITS.

CHANNEL-MOUNTED NEMA 3 ENCLOSURE WITH DATA AND POWER CONNECTION FOR FUTURE ANTENNA. F/I QUADPLEX RECEPTACLE. REFER TO DETAIL 2 ON DRAWING E-5002.

F/I WEATHERPROOF 24KVA PV SYSTEM INVERTER WITH RAPID SHUTDOWN.

SHEET NOTES:
1 2
1 3
4 4
5 5
GENERAL NOTES:

1. PER THE BETTER ROOF REQUIREMENT, THE TOTAL NAMEPLATE CAPACITY OF THE PHOTOVOLTAIC COLLECTORS SHALL BE AT LEAST 10

WATTS DC PER SQUARE FOOT OF ROOF AREA ALLOCATED TO THE
PHOTOVOLTAIC COLLECTORS.
5 1
5 No. Date Revisions
1 6/12/20 ASI NO. 1
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DLUTXDOLW\PRQLWRU

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EXHIBIT C
Deed
[see attached]

EXHIBIT D
Approved Plans

1 Rev July 2022

SAN FRANCISCO PUBLIC UTILITIES COMMISSION

REVOCABLE LICENSE
(License #P4599)
Southeast Community Center
THIS REVOCABLE LICENSE (this “License”) dated for reference purposes only as of May 2, 2023, is made by and between the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation (“ City”), acting by and through its P ublic Utilities Commission (the “SFPUC”), and MANYLABS, a California non-pr ofit public benef it corporation (“ Licensee”).

City and Licensee sometimes are referred to collectively in this License as the “ Parties” or singularly as a “Party.”

RECITALS
A. City, under the jurisdiction of the SF PUC, owns and operates the Southeast Community Center, located at 1550 Evans Av enue, Building No. 1, in San Francisco, California (the “SECC” or the “Building”), primarily for the benefit of the residents of the Bayview-Hunter’s Point community (the “ Local Community”). The Building, the land on which the Building is located, and a ll other improvements on and appurtenances to the land are referred to collectively as the “Property.” B. As part of the SFPUC’s wastewater system improvement project to upgrade aging infrastructure, new t echnologies were implemented to treat wastewater and biosolids (“ Biosolids Digester Facilities Project ”). In June of 2017, the SFPUC obtained an environmental justice report to analyze potential adverse or beneficial effects of the Biosolids Digester Facilities Project for the Bayview Hunters Point neighborhood.

C. Section 6.4 of the report provides envir onmental justice recommendations for the SFPUC Community Benefits Program. To track potential exposure of toxic air contaminants, the report recommends the installation of an ambient air quality monitoring system at the SECC.

D. City and Licensee now desire to enter into this License to authorize the installation, operation and maintenance of air quality m onitoring devices on the roof of the Building to provide the Parties and the Local Community with accessible ambient air quality data.

2 Rev July 2022
City: CITY AND COUNTY OF SAN FRANCISCO, acting by and
through its Public Utilities Commission
Licensee: MANYLABS, a California non-profit public benefit corporation License Area (Section 1): A portion of 1550 Evans Avenue, Building No. 1 in San Francisco, California, commonly referred to as the Southea st Community Center (“ SECC” or “ Building”), as mo re
particularly described in the attached Exhibit A and shown in the attached Exhibit B, together with a ny appurtenances. The Permitted Improvements, as defined below, are located on th e roof of the Building.

Term (Section 2): Eight (8) years commencing on the Commencement Date.

Actual Commencement Date: _____________________
License Term Expiration Date: ____________________
Permitted Acts [or
Improvements]
(Section 4(a)):

The installation, maintenance a nd operation of one (1) Purple Air-II: Dual Laser Air Sensor o ccupying approximately 4 square feet on the roof of the Building for the purpose of monitoring the transmission of particulate matter (“ Permitted
Improvements”).

Licensee’s Share of
Property Taxes:

See Section 30 [Taxes, Assessments, Licenses, License Fees, and Liens].

Notices: See Section 31 [Notices].

Key Contact for City: SFPUC Real Estate Director
Telephone No. and Email: (415) 487-5210
[email protected]
Day-to-Day Contact for
City:

Jason Barcelon
Southeast Community Facility Manager
[email protected]
(415) 214-5941
Key Contact for Licensee: Peter Sand
Chairperson
Manylabs, Inc.

P.O. Box 420012
San Francisco, CA 94142
Telephone No. and Email: (415) 484-9290

3 Rev July 2022
[email protected]
Alternate Contact for
Licensee:

Rebecca Skinner
Telephone No. and Email: (415) 990-2692
[email protected]
City and Licensee agree as follows:

1. License . City confers to Licensee a revocable, personal, non-exclusive, and non-possessory privilege to enter upon and use that certain real property owned by City located on the roof at 1550 Evans Avenue, Building No. 1 in the City and County of San Francisco, State of California, more particularly described in the attached Exhibit A (the “License Area”), for the limited purpose and subject to the terms, conditions, and restrictions set forth below. The License Area is shown generally on the attached Exhibit B. This License gives Licensee a license only and notwithstanding anything to the c ontrary in this License, it does not constitute a grant by City of any ownership, leasehold, ease ment, or other property interest or estate whatsoever in any portion of the License Area. Nothing in this License will be construed as granting or creating any franchise rights pursuant to any federal, state, or local laws.

THE PRIVILEGE GIVEN TO LICENSEE UNDER THIS LICENSE IS EFFECTIVE

ONLY INSOFAR AS THE RIGHTS OF CITY IN THE LICENSE AREA ARE CONCERNED,

AND LICENSEE WILL OBTAIN ANY FURTHER PERMISSION NECESSARY BECAUSE OF ANY OTHER EXISTING RIGHTS AFFECTING THE LICENSE AREA. WITHOUT

LIMITING THE FOREGOING, THIS LICENSE IS BEING ISSUED SUBJECT AND

WHICH CITY ACQUIRED ITS INTEREST IN THE LICENSE AREA, A COPY OF WHICH IS ATTACHED TO THIS LICENSE AS EXHIBIT C ( THE “ DEED”), AND ALL OTHER

EXISTING AND FUTURE DOCUMENTS AND INSTRUMENTS OF RECORD AFFECTING THE LICENSE AREA (COLLECTIVELY, WITH THE DEED, THE “ RECORDED DOCUMENTS”). LICENSEE MUST SECURE ALL ADDITIONAL NECESSARY

APPROVALS, PERMITS, LICENSES, AND CONSENTS, AND DELIVER ALL NECESSARY

NOTICES, BEFORE COMMENCING WORK IN THE LICENSE AREA, INCLUDING ANY

APPROVALS, PERMITS, LICENSES, CONSENTS, OR NOTICES REQUIRED FROM OR TO THE GRANTOR UNDER THE RECORDED DOCUMENTS. FOR CITY’S BENEFIT,

LICENSEE COVENANTS AND AGREES THAT LICENSEE WILL FULLY COMPLY WITH

THE TERMS AND CONDITIONS OF THE RECORDED DOCUMENTS AND ANY OTHER

RULES AND REGULATIONS PROMULGATED BY CITY AS THEY APPLY TO ANY

WORK TO BE PERFORMED OR FACILITIES TO BE INSTALLED BY LICENSEE ON THE

LICENSE AREA PURSUANT TO THIS LICENSE, AND CITY WILL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND WITH RESPECT THERETO. LICENSEE

ACKNOWLEDGES AND AGREES THAT NEITHER CITY NOR ANY OF ITS

DEPARTMENTS, COMMISSIONS, OFFICERS, DIRECTORS, AND EMPLOYEES, AND

ALL PERSONS ACTING BY, THROUGH, OR UNDER EACH OF THEM HAVE MADE,

AND CITY DISCLAIMS, ANY REPRESENTA TIONS OR WARRANTIES, EXPRESS OR

4 Rev July 2022

UNDER THIS LICENSE, OR THE ABILITY TO OBTAIN OR DELIVER, OR THE

PROCEDURE FOR OBTAINING OR DELIVERING, ANY NECESSARY APPROVALS,

LICENSES, PERMITS, CONSENTS OR NOTICES FROM OR TO THE GRANTOR UNDER

THE RECORDED DOCUMENTS OR ANY OTHER PARTY WITH RESPECT TO ANY MATTERS CONTAINED IN THIS LICENSE.

2. Term of License . The privilege conferred to Licensee pursuant to this License will commence on the Actual Commencement Date, as shown in the Basic License Information. The Actual Commencement Date is the date on which this License is executed and delivered by City following the SFPUC authorization and approva l and the receipt of all fees, insurance certificates, and security required to be provided by this License (the “ Commencement Date”), and, following the Commencement Date, the term of this License will immediately expire the earlier of: (i) eight (8) years after the Commencement Date, or (ii) upon written notice from City revoking this License. At its sole option, C ity may freely revoke this License at any time without cause or liability, and w ithout any obligation to pay any consideration to Licensee or return to Licensee any part of the license fee or, if applicable, the use fee. Upon any such revocation, Licensee will immediately surrender th e License Area in the condition required by this License within thirty (30) days’ of the da te of such revocation notice, provided, however, City reserves the right, in its sole discretion, to require Licensee to surrender the License Area immediately in the event of an emergency as determined by City.

3. INTENTIONALLY OMITTED.

4. Use of License Area .
(a) Permitted Acts . Licensee may enter and use the License Area for the sole purpose of (i) accessing the License Area; and (ii) installing, mainta ining, and operating air quality monitoring equipment consisting of one (1 ) Purple Air-II: Dual Laser Air Sensor air quality monitor occupying approxima tely 4 square feet on the roof of the Building for the purpose of monitoring the transmission of pa rticulate matter in strict accordance with Section 5(a) [Approval of Plans and Specifications] below, and for no other purpose whatsoever. (b) Subject to City Uses . Any and all of Licensee’s activities pursuant to this License will be subject and subordi nate at all times to City’s existing and future use of the License Area for municipal and other purposes. City will in no way be liab le for any damage or destruction to Licensee’s property and/or imp rovements resulting from the condition of the License Area or the SFPUC facilities, from any re pair or maintenance activities. At City’s request, Licensee will immediately remove any of Licensee’s property or improvements from the License Area to allow City access to the SFPUC fac ilities. If City deems it necessary, at City’s sole discretion, City may remove any such prop erty or improvements and City will not be responsible for restoring or returning the same to its prior condition.

5 Rev July 2022
supply and cable along with zip ties for mounting (the “ Facilities”) on the License Area only upon satisfaction of the following conditions, which are for City’s sole benefit:

Approval of Plans and Specifications. Licensee must perform the installation of Facilities in the License Area in accordance with the plans and specifications (including drawings) approved in advance and in writing by the SFPUC and attached as Exhibit D (the “Approved Plans ”).

Except as otherwise expressly permitted in this License, all of Licensee’s wiring and cabling that connect Licensee’s Facilities located on top of the Building will pass through existing openings in the Building’s walls, floors, or ceilings in locations selected by City, in its sole discretion. The Approved Plans may be revised or amended only with the SFPUC’s prior written approval after the SFPUC’s Bureau of Environmental Mana gement has determined that no further environmental review is required by the California Environmental Quality Act (“ CEQA”) as a result of any such revision or amendment. The Approved Plans may be revised or amended only with the SFPUC’s prior written approval afte r the SFPUC’s Bureau of Environmental Management has determined that no further environmental review is required by the California Environmental Quality Act (“CEQA”) as a result of any such revision or amendment. (b) Energy Service and Related Facilities . The electricity costs associated with operating Licensee’s Facilities are an ticipated to be negligible, e .g. roughly equivalent to the amount of energy required to power a laptop co mputer. As such, SFPUC will provide Licensee with all electricity necessary for its Facilities in the License Area or appropriate for Licensee’s use, installation, construction and operation of its Facilities in the License Area, unless the SFPUC determines, in its sole judgment, that it is not feasib le to provide such service to the License Area. Should any gove rnmental entity promulgate or re vise any statute, ordinance or building, fire or other code or impose mandatory or voluntary controls or guidelines on City or the Building or any part thereof, relating to the us e or conservation of ener gy or electricity, or in the event City is required or elects to make alterations to any part of the Building in order to comply with such mandatory or voluntary contro ls or guidelines, City may charge Licensee for the difference in the utility or service charge, if any, due to any such alterations. City will notify Licensee of any planned power outages including the length of time of the outage when notice is available. In the event of an unplanned outage, reinitialization of licensed Facilities will not supersede other City priorities. Licensee will not: (a) connect or use any electrical equipment that exceeds the capacity of the Build ing electrical system; or (b) conne ct any apparatus, machine or device through electrical outlets except in the manner for which such outlets are designed, except for such modifications as may be shown on the Approved Plans and for any other such modifications at Licensee's sole cost as are reasonably approved in writing in advance by City; or (c) connect any device not necessary for Licensee ’s use, installation, construction, and operation of its Facilities in the License Area.

6 Rev July 2022
parties that are required to commence, comple te, and maintain the permitted work. Promptly upon receipt of such Approvals, Licensee will de liver copies of them to the SFPUC. No approval by the SFPUC for purposes of Licensee’s work under this License will be deemed to constitute the approval of any federal, state, or local regulatory authority with jurisdiction, and nothing in this License will limit Licensee’s obligation to obtain all such regulatory Approvals, at Licensee’s sole cost.
(d) Limits of City’s or SFPUC’s Consent . City’s or the SFPUC’s consent to or approval of any improvement s, equipment, or fixtures will not relieve Licensee or its engineers, architects, or contractors from any liability for negligence, errors, or omissions associated with the design and construction of any su ch improvements, equipment, or fixtures. In no event will the SFPUC’s approval of plans or specifications be deemed to constitute a representation or warranty by City concerning the suitability of th e improvements, equipment, or fixtures for Licensee’s purposes or that the work called for in the plans and specifications complies with applicable building codes or other applicable Laws (defined in Section 9 [Compliance with Laws] below), or industry standa rds, nor will such approval release Licensee from its obligation to supply plans and specifications that conform to applicable building codes, other applicable Laws, and industry standards.
(e) Exercise of Due Care . Licensee will use, and will cause its Agents (defined in Section 19 [Indemnity] below) to use, due care at all times to avoid any damage or harm to City’s water pipelines, facilities, or other property in the Building. Licensee will not disturb the surface of the License Area or perform any work without City’s prior wr itten approval, which City may withhold at its sole discretion. C ity may condition and/or oversee any permitted work on or in the License Area. Licensee will immediatel y inform City of any actual or potential damage to the License Area or the Building, and a ny such damage will be promptly repaired by Licensee, at its own expense, to City’s satisfaction; provided, at its sole discretion, City may elect to make any necessary repairs itself, at Licensee’s sole cost, by notifying Licensee of such fact. Upon completion of the repairs, City w ill send to Licensee a bill therefor, which Licensee will pay within thirty (30) days following receipt. Under no circumstances will Licensee damage or harm the License Area.
(f) Cooperation with Public Utilities Commission . Licensee and its Agents will work closely with City personnel to minimize any potential disturbance (eve n if temporary) of the natural features of the License Area and to avoid disruption (even if temporary) of City facilities, in, under, on, or about the License Area and City uses of such facilities. (g) Heavy Equipment . Licensee will not use any heavy construction equipment. (h) Work Schedule . Licensee must begin installation work, if at all, within ninety (90) days after the commencement of the term of this License . At least ten (10) business days prior to the commencement of any improvement or alteration work on the License Area, Licensee will notify City’s Day-to-Day Contact at the Building designated in Section 31 (c), of the date such work will commence and the inte nded construction schedul e. Licensee may not access the roof without being escorted by the Day- to-Day Contact and acce ss is subject to the Day-to-Day Contact’s availability. If applicable, notification must also be given to Underground Service Alert at least two (2) days prior to star t of work. Notwithstandi ng the approval of such schedule by the SFPUC, the City’s designated Day-to-Day Contact at the Building will have the right to require Licensee to adjust such schedule from time to time. All work must be performed

7 Rev July 2022
during regular working hours (Monday through Friday) between 7:00 a.m. and 3:30 p.m., exclusive of City holidays. Any work performed during any other time or day must be preapproved by the SFPUC at least ten (10) busine ss days prior to commencing such work. In connection with such approval, City may char ge Licensee additional inspection fees payable prior to the SFPUC’s approval of the request. Notwithstanding the work hours set forth above, Licensee will comply with any applicable local ordinance that imposes later start times and/or earlier cessation times for construction activities. Licensee will complete all work and restoration no later than one hundr ed twenty (120) days after the commencement of the term of this License, subject to unavoidable delays. For purposes of this Licen se, “unavoidable delays” means any delays by reason of acts of God, acci dents, breakage, strikes, lockouts, other labor disputes, enemy action, civil commotion, protests , riots, demonstrations, federal or state governmental restrictions, or by any other reason beyond Licensee’s reasonable control. (i) Restoration of License Area . Immediately following completion of any work permitted under this License, Licen see will remove any re lated equipment a nd will restore the License Area to its condition immediately prior to such work, to City’s satisfaction. Licensee will restore any damage caused to the License Area, all as requested by City, and will comply with all applicable regulations of the regulatory agency with jurisdiction. (j) Post-Installation Documentation . Promptly upon completion of the installation of the Facilities, Licensee will furnish the SFPUC w ith photos of the mounted Facilities, which will include sufficient detail so as to allow City to precisely locate the Facilities. (k) Responsibility for Maintenance of Facilities . Licensee will be solely responsible for repairing and maintaining all Facilities placed in or on the License Area pursuant to this License in good and safe condition, and City will have no duty whatsoever for any repair or maintenance of the License Area or any such Facilities. Licensee will contact the City’s Day- to-Day Contact designated in Section 31 (c) not less than forty eight (48) hours in advance to coordinate roof entry before pe rforming any reasonable repair or maintenance work in the License Area. All work must be performed during regular working hours (Monday through Friday) between 7:00 a.m. and 3:30 p.m., exclus ive of City holidays. Licensee may not access the roof without being escorted by the Day-to-Day Contact and access is subject to the Day-to- Day Contact’s availability. Licen see acknowledges that City will have the sole discretion in deciding whether to approve to any proposed addition to the Facilities within the License Area or any proposed exchange or repl acement of Licensee’s Facilitie s that would result in any expansion of the License Area.
(l) Revocability . The installation of the Facilities in the License Area, regardless of cost, will not in any way whatsoever limit City’s right to revoke this License pursuant to its terms or any of City’s other rights under this License. (m) Contractors . Licensee will not accept and release its contractor for work authorized or required by this License before securing the SFPUC’s written approval. (n) INTENTIONALLY OMITTED .
(o) Floor Load. Without the prior written consent of City, which City may give or refuse in City's sole discreti on, Licensee will not place or in stall in the License Area any machine, equipment, structure or other impro vement that exceeds the normal loadbearing

8 Rev July 2022
capacity of the roof of the Building. If City cons ents to the placement or installation of any such machine or equipment in the License Area, Licensee at its sole expense will reinforce the roof of the Building in the License Area of such pl acement or installation, pursuant to plans and specifications reasonably approved by City, to the extent necessary to assure that no damage to the License Area or the Building or weakening of any structural suppo rts will be occasioned thereby.
(p) Prohibition on Co-locatio n Without Landlord’s Consent. Co-location of any other improvements or facilities within the License Area is prohibited. A "co-located facility" means additional equipment not falling under this License and a teleco mmunication or paging facility comprised of one or more antennas, dishes, or similar devices owned or used by Licensee or another public or private entity.
(q) Data and Reporting. Licensee will provide data collected from the Facilities and associated air quality visuals in a web-based, publicly accessible format. The City and its separate departments will be authorized to receive and us e all data collected from the Facilities without limiting its right to revoke this License or any of its other rights hereunder. (r) Internet Connection. City provides internet connection to all users of the SECC.

Licensee’s Facilities will be included in that general provision of internet connection to users of the SECC. If Licensee desires to install hardware or wiring in the License Area, Licensee must first seek written approval from City’s Day-to-Day Contact listed below in Section 31 (c).

9 Rev July 2022
comply with all applicable Laws requiring notice of such releases or threatened releases to governmental agencies, and will take all action nece ssary or desirable to mitigate the release or minimize the spread of contamination. If Licensee or its Agents or Invitees cause a release of Hazardous Material, Li censee will promptly return the License Area to the condition immediately prior to the release, without cost to City, in accordance with all Laws, and using the highest and best technology availa ble. In connection with such remedial action, Licensee will afford City a full opportunity to participate in any discussion or negotiations with governmental agencies and environmental c onsultants regarding any settle ment agreement, cleanup or abatement agreement, consent decree, or ot her compromise proceeding involving Hazardous Material, and any other abatement or cleanup plan, strategy, and procedure. For purposes of this License, “Hazardous Material” means material that, because of its quantity, concentration, or physical or chemical characteristics, is at any time now or hereafter deemed by any federal, state, or local governmental authority to pose a present or potential hazard to public health, welfare, or the environment. Hazardous Material includes th e following: any material or substance defined as a “hazardous substance, pollutant or co ntaminant” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.

Sections 9601 et seq., or pursuant to Section 25316 of the California Health & Safety Code or any other federal, state, or lo cal Law; a “hazardous waste” lis ted pursuant to Section 25140 of the California Health & Safety Code; any asbestos and asbestos containing materials whether or not such materials are part of the License Area or are naturally occurring substances in the License Area; and any petroleum, including crude oil or any crude -oil fraction, natural gas, or natural gas liquids, provided, the foregoing will not prohibit Licensee from traversing to, from, and across the License Area in standard motor ve hicles that do not exceed the weight limitations set forth below. The term “ release” or “ threatened release ” when used with respect to Hazardous Material will incl ude any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escap ing, leaching, dumping, or disposing in, on, under, or about the License Area.
(e) Nuisances . Licensee will not conduct any ac tivities in, on, under, or about the License Area that constitute waste, nuisance, o r unreasonable annoyance (including emission of objectionable odors, noises, or li ghts) to City, to the owners or occupants of neighboring property, or to the public, or that constitute waste or nuisance per se. (f) Damage . Licensee will not do anything in, on, under, or about the License Area that could cause damage to or interference with any pipelines, facilities, or other property located in, on, under, or about the License Area. Licensee will compensate City for any and all damage caused to the License Area and City facilities resulting from the activities of Licensee and its Agents and Invitees, including damage resulting from defective work. (g) Use of Adjoining Land . Licensee acknowledges that the privilege given under this License will be limited strictly to the License Area. Licensee will not traverse over or otherwise use any adjoining lands of City.
(h) Ponding . Licensee will not cause any ponding on the License Area or the Building or any flooding on adjacent land.
(i) INTENTIONALLY OMITTED.

10 Rev July 2022

7. Consideration .
(a) Use Fee . Without limiting its right to revoke this License or any of its other rights under this License, at any time, upon not le ss than thirty (30) days’ written notice to Licensee, City may charge a use fee for the privileges granted by this License if City establishes a general policy for charging fees for the use(s) permitted by this License, and City may increase such fee from time to time in accordance with such policy. (b) Data . As partial non-monetary consideration for City entering into this License, Licensee is obligated to provide true and correc t copies of all written reports prepared by or on behalf of Licensee that contain or discuss air quality data and/or other data with respect to the air quality monitors that reflect on or relate to environmental conditions or hazardous materials on or about the License Area. The data collected will be available to City on a platform that is also accessible to the public.

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(f) Primary Insurance Endorsements .
(i) The Commercial General Liability policy will provide that such policies are primary insurance to any other insurance available to the Additional Insureds, with respect to any claims arising out of this License, and that the insurance applies separately to each insured against whom claim is made or suit is brought.
(ii) The Commercial Automobile Liability Insurance policy will provide that such policies are primary insurance to any other insurance available to the Additional Insureds, with respect to any claims arising out of this License, and that the insurance applies separately to each insured against whom claim is made or suit is brought. (iii) Such policies will also provide for severability of interests and that an act or omission of one of the name d insureds which would void or otherwise reduce coverage will not reduce or void the coverage as to any insure d, and will afford coverage for all claims based on acts, omissions, injury, or damage that occurre d or arose (or the onset of which occurred or arose) in whole or in part during the policy period.
(g) Other Insurance Requirements .
(i) Thirty (30) days’ advance written no tice will be provided to City of cancellation, intended non-renewal, or reduction in coverages, except for non-payment for which no less than ten (10) days’ notice will be provide d to City. Notices will be sent to the City address set forth in Section 31 [Notices].
(ii) Should any of the required insuranc e be provided under a claims-made form, Licensee will maintain such coverage continuously throughout the term of this License and, without lapse, for a period of three years bey ond the expiration of this License, to the effect that, should occurrences during the License term give rise to claims made after expiration of the License, such claims will be covered by such claims-made policies. (iii) Should any of the required insurance be provided under a form of coverage that includes a genera l annual aggregate limit or provides that claims investigation or legal defense costs be include d in such general annual aggr egate limit, such general annual aggregate limit will be double the occurrence or claims limits specified above. (iv) Should any required insurance lapse during the term of this License, requests for payments originating after such lapse will not be proce ssed until City receives satisfactory evidence of reinstated coverage as required by this License, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this License effective on the date of such lapse of insurance.
(v) Prior to the Commencement Date of this License, Licensee will furnish to City certificates of insurance and additional insured policy endorsements w ith insurers with ratings comparable to A-, VIII or higher, that are authorized to do business in the State of California, and that are satisfactory to City, in form evidencing all coverages set forth above.

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coverage. Approval of the insurance by City will not relieve or decrease Licensee’s liability hereunder. If Licensee will fail to procure such insurance, or to deliver such policies or certificates, at its option, City may procure the same for the account of Licensee, and Licensee will reimburse City for any costs so paid by City within five (5) business days after delivery to Licensee of bills therefor.
(vi) If Licensee will use any subcontractor(s) to perform the Permitted Acts, Licensee will require the subcontractor(s) to provi de all necessary insura nce and to name the City and County of San Francisco, its officers , agents and employees, and the Licensee as additional insureds.
(vii) Upon City’s request, Licensee and City will periodically review the limits and types of insurance carried pursuant to this Se ction. If the general commercial practice in the City and County of San Francisco is to carry liability insurance in an amount or coverage materially greater than the amount or covera ge then being carried by Licensee for risks comparable to those associated with the License Area, then, at its sole discretion, City may require Licensee to increase the amounts or co verage carried by Licensee hereunder to conform to such general commercial practice.

9. Compliance with Laws . At its expense, License e will conduct and cause to be conducted all activities on the Licen se Area permitted by this License in a safe and reasonable manner and in compliance with all laws, statutes, ordinances, rules, regulations, policies, orders, edicts, and the like (collectively, “ Laws”) of any governmental or other regulatory entity with jurisdiction (including the Americans with Disab ilities Act) and all covenants, restrictions, and provisions of record, whether pres ently in effect or subsequently adopted and whether or not in the contemplation of the parties. At its sole expense, Licensee will procure and maintain in force at all times during its use of the License Area any and all business and other licenses or approvals necessary to conduct the activities allowed by this License. City is entering into this License in its capacity as a property owner with a proprietary interest in the License Area and not as a regulatory agency with police powers. No approval by City for purposes of this License will be deemed to constitute approval of any federal, state, City, or other local regulatory authority with jurisdiction, and nothing in this License will limit Licensee’s obligation to obtain all such regulatory approvals at Licensee’s sole cost, or limit in any way City’s exercise of its police powers.

10. Covenant to Maintain License Area . Throughout the term of this License, at its sole cost, Licensee will maintain the License Area at all times in a good, clean, sa fe, secure, sanitary, and sightly condition, so far as the License Area may be affected by Licensee’s activities under this License.

11. INTENTIONALLY OMITTED.

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Facilities or Improvements immediately during an emergency as determined by City, or within thirty (30) days of receiving City’s written request, or otherwise within reasonable time limits for completion of the work as specified by City in its written request. If, after such written notice, Licensee fails to complete the requested work within the prescribed time limits, City may perform the requested work and charge Licensee all costs and expenses so incurred by City.

Such amount will be due and payable upon City’s demand. In the event of an emergency, as determined by City, at City’s sole option, at Licensee’s sole expense, and without notice, City may, alter, remove, or protect any and all facilities, improvements, plantings, or other property installed or placed in, on, under, or about the Li cense Area by Licensee. Upon City’s written or oral notice that an emergency exists, the owner of such utility facilities will take immediate action at its sole expense to protect, remove, o r relocate such facilities as required by City to meet the emergency.

13. INTENTIONALLY OMITTED

14. Signs . Licensee will not place, erect, or mainta in any sign, advertis ement, banner, or similar object in, on, or about the License Area w ithout City’s prior written consent, which City may give or withhold at its sole discretion; provided, however, that, without City’s prior written consent, if necessary for Licensee’s construction use, Licensee may place in the License Area a temporary sign of less than thirty (30) days’ duration that does not penetrate the ground surface.

15. Surrender . Upon the expiration of this License or within ten (10) days after any sooner revocation or other termination of this License, Licensee will surrender the License Area in the same condition as received, and broom clean, free from hazards, a nd clear of all debris. At such time, Licensee will remove all of its property from the License Area and any signs and, upon City’s request, the Facilities and any other structures, improvements, or alterations placed on the License Area during the term of this License, a nd will repair, at its co st, any damage to the License Area caused by such removal. License e’s obligations under this Section will survive any termination of this License.

16. Repair of Damage . If any portion of the License Area or any City property located on or about the License Area is damaged or threaten ed by any of the activit ies conducted by Licensee or anyone acting by or through Licensee, at its so le cost, Licensee will immediately notify City of such damage or threat by (a) telephoning the SFPUC’s dispatch operator as specified in Section 31(b) [Emergency Contacts] below, and (b) providing written notice in accordance with Section 31(a) [Notices] below. City may, but w ill not be obligated to, remedy such damage or threat at Licensee’s sole cost, or City may elect to witness Licensee’s repair work. If City elects not to remedy such damage or threat, Licensee w ill repair any and all su ch damage and restore the License Area or property to its previous c ondition subject to City’s inspection, review, and approval. City has no responsibility or liability of any kind with re spect to any utilities that may be on, in, or under the License Area. Licensee is so lely responsible for the location of any such utilities and other existing facilities and their protection from damage. Licensee will be solely responsible to arrange and pay di rectly for any utilities or servi ces necessary for its activities pursuant to this License; provided, Licensee will obtain City’s prior written approval to the provision of such services or utilities in, on, under, or through the License Area.

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performance of any of its other obligations under th is License, then, at its sole option, City may remedy such failure for Licensee’s account and at Licensee’s expense by providing Licensee with three (3) days’ prior written or oral notice of City’s intention to cure such default (except that no such prior notice will be required in the ev ent of an emergency as determined by City).

Such action by City will not be construed as a wa iver of any of City’s rights or remedies under this License, and nothing in this License will imply any duty of City to do any act that Licensee is obligated to perform. Licensee will pay to City upon demand, all costs, damages, expenses, or liabilities incurred by City, including reasonable atto rneys’, experts’, and consultants’ fees, in remedying or attempting to remedy such default. Licensee’s obligations under this Section will survive the termination of this License.

18. No Costs to City . Licensee will bear all costs or expe nses of any kind or nature in connection with its use of the License Area, and will keep the License Area free and clear of any liens or claims of lien arising out of or in any way connected with its use of the License Area.

19. Indemnity . Licensee will indemnify, defend, reim burse, and hold harmless City, its officers, agents, employees, and contractors, and each of them, from and against any and all demands, claims, legal or administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages, and liabilities of any kind (“Claims”), arising in any manner out of (a) any injury to or death of any person or damage to or destruction of any property occurring in, on, or about any part of the License Area, whether such injury, death, damage, o r destruction is caused by the person or property of Licensee, its officer s, directors, members, employees, agents, consultants, contractors, or subcontractors (collectively, “ Agents”), its invitees, guests, or business visitors (collectively, “Invitees”), or third persons, relating to any use or activity under this License, (b) any failure by Licensee to faithfully observe or perform any of the terms, covenants, or conditions of this License, (c) the use of the License Area or any activities conducted on the License Area by Licensee, its Agents, or Invitees, (d) any release or discharge, or threatened release or discharge, of any Hazardous Material caused or allowed by Licensee, its Agents, or Invitees, on, in, under, or about the License Area, any improvements or into the environment, or (e) any failure by Licensee to faithfully observe or perform any terms, covenants, or conditions of the Recorded Document s to the extent that such terms, covenants, or conditions relate to or are triggered by the work to be performed or Facilities or other improvements or alterations installed pursuant to this License; except solely to the extent of Claims resulting directly from the gross negligence or willful misconduct of City or City’s authorized representatives. In addition to Licen see’s obligation to indemnify City, Licensee has an immediate and independent obligation to defend City from any claim that actually or potentially falls within this inde mnity provision even if such alle gation is or ma y be groundless, fraudulent, or false, which obligation arises at the time such claim is tendered to Licensee by City and continues at all times thereafter. The foregoing indemnity will include reasonable attorneys’, experts’, and consultants’ fees and costs, investigation and remediation costs, and all other reasonable costs and expenses incurred by the indemnified parties, including damages for decrease in the value of the License Area and claims for damages or decreases in the value of adjoining property. Licensee’s obligations under this Section will survive the expiration or other termination of this License.

15 Rev July 2022
employees, contractors, or subcontractors, or their employees, or for any bodily injury or death to such persons, resulting or arising from the cond ition of the License Area or its use by Licensee, or Licensee’s Agents or Invitees.
(b) Because this License is freely revocable by City, Licensee expressly assumes the risk of making any expenditure in connection with this License, even if such expenditures are substantial. Without limiting a ny indemnification obligations of Licensee or other waivers contained in this License and as a material part of the consideration for this License, Licensee fully RELEASES, WAIVES, AND DISCHARGES fore ver any and all cla ims, demands, rights, and causes of action against, a nd covenants not to sue, Cit y, its departments, commissions, officers, directors, and employees, and all pe rsons acting by, through, or under each of them, under any present or future Laws, including any claim for inverse condemnation or the payment of just compensation under law or equity, if City exercises its right to revoke or terminate this License.
(c) Licensee acknowledges that it will not be a displaced person at the time this License is terminated or revoked or expires by its own terms, and Licensee fully RELEASES, WAIVES, AND DISCHARGES forever any and all claims, demands, rights, and causes of action against, and covenants not to sue, City, its departments, commissions, officers, directors, and employees, and all persons acting by, through, or under each of them, under any present or future Laws, including any and all claims for re location benefits or assistance from City under federal and state relocation assistance laws.
(d) The fees payable pursuant to this Licen se do not take into account any potential City liability for any consequential or incidental damages including lost profits and arising out of disruption to or any Facilities or other improveme nts or alterations installed pursuant to this License; or Licensee’s uses of the License Area permitted by this License. City would not be willing to grant this License in the absence of a waiv er of liability for consequential or incidental damages resulting from the acts or omissions of City or its depa rtments, commissions, officers, directors, and employees, and by all persons ac ting by, through, or under each of them, and Licensee expressly assumes the risk with resp ect thereto. Accordingly, without limiting any indemnification obligations of Licensee or othe r waivers contained in this License and as a material part of the consider ation for this License, Licensee fully RELEASES, WAIVES, AND DISCHARGES forever any and all claims, demands, rights, and causes of action against for consequential and incident al damages (including lost profits) and covenants not to sue for such damages City, its departments, commissions, officer s, directors, and employees, and all persons acting by, through, or under each of them, arising out of this License or the uses authorized under this License, including any interference with uses conducted by Licensee pursuant to this License, regardless of the cause, and whether or not due to the negligence of City or its departments, commissions, officers, directors, and employees, and all persons acting by, through, or under each of them, except for the gross ne gligence and willful misconduct of City or its departments, commissions, officers, directors, and employees, and all persons acting by, through, or under each of them.
(e) As part of Licensee’s agreement to accept the License Area in its “As Is” condition as provided below, and without limiting su ch agreement, Licensee, on behalf of itself and its successors and assigns, waives its right to recover from, and forever releases and discharges, City and its officers, agents, and employees, and their respective heirs, successors, administrators, personal representatives, and assi gns, from any and all Claims, whether direct or

16 Rev July 2022
indirect, known or unknown, foreseen and/or unfores een, that may arise on account of or in any way be connected with the phys ical or environmental conditi on of the License Area and any related improvements or any applicable Laws or the suitability of the License Area for Licensee’s intended use.
(f) In connection with the foregoing rele ases, Licensee acknowledges that it is familiar with Section 1542 of the California Civil Code, which reads:

Licensee acknowledges that the releases c ontained in this License include all known and unknown, disclosed and undisclosed, and anticipated and unanticipated claims. Licensee realizes and acknowledges that it has agreed upon this Licens e in light of this realization and, being fully aware of this situation, it nevertheless intends to waive the benefit of California Civil Code Section 1542, or any statute or other similar law now or later in effect. The releases contained in this License will survive any termination of this License.

21. As Is Condition of License Area; Disab ility Access; Disclaimer of Representations .

Licensee accepts the License Area in its “AS IS ” condition, without repr esentation or warranty of any kind by City, its departme nts, commissions, officers, dir ectors, and employees, and all persons acting by, through, or under each of them, and subject to all applicable Laws governing the use of the License Area. Without limiting the foregoing, this License is made subject to any and all existing and future covenants, conditions , restrictions, easements, encumbrances, and other title matters affecting the License Area, whet her foreseen or unforeseen, and whether such matters are of record or would be disclosed by an accurate inspection or survey.

City discloses (i) City has not been issued a disability access inspection certificate as described in Calif ornia Civil Code Section 55.53(e), (ii) pursuant to California Civil Code Section 1938, that City has not ordered, performe d, or caused to be performed, a Certified Access Specialist (“CASp”) inspection of the License Area (sometimes referred to as “premises” or “subject premises” for the herein disclosures), and (iii) City makes the following statutory disclosure per California Civil Code Section 1938 (the required “CASp Disclosure”):
“A Certified Access Specialist (“ CASp”) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the s ubject premises, the commercial property owner or lessor may not prohibit the le ssee or tenant from obtaining a CASp inspection of the subject premises for th e occupancy or potentia l occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties will mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection and the co st of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.”

22. No Assignment . This License is personal to Li censee and will not be assigned, conveyed, or otherwise transferred by Licensee under any circumstances. Any attempt to assign,

17 Rev July 2022
convey, or otherwise transfer this License will be null a nd void and cause the immediate termination and revocation of this License.

23. Cessation of Use . Licensee will not terminate its activities on the License Area pursuant to this License without prior written notice to City.

24. No Joint Ventures or Part nership; No Authorization . This License does not create a partnership or joint venture between City a nd Licensee as to any activ ity conducted by Licensee on, in, or relating to the License Area. Licensee is not a state actor with respect to any activity conducted by Licensee on, in, under or around the License Area. City’s provision of this License does not constitute City’s authorization or approval of any activity conducted by Licensee on, in, around, or relating to the License Area.

25. MacBride Principles - Northern Ireland . The provisions of San Francisco Administrative Code Section 12F are incorporated into and made a part of this License by this reference. By signing this License, Licensee confirms that Licensee has read and understood that City urges companies doing business in Northern Ireland to resolve employment inequities and to abide by the MacBride Principles, and urges San Francisco companies to do business with corporations that abide by the MacBride Principles.

18 Rev July 2022
registered with a governmental entity pursuant to state or local law authorizing such registration, subject to the conditions set forth in Section 12B.2(b) of the San Francisco Administrative Code. (d) Condition to License. As a condition to this License, Licensee will execute the “Chapter 12B Decl aration: Nondiscrimination in Contr acts and Benefits” form (Form CMD- 12B-101) with supporting docum entation and secure the approval of the form by the San Francisco Contract Monitoring Division.
(e) Incorporation of Administrative Code Provisions by Reference. The provisions of Chapters 12B and 12C of the San F rancisco Administrative Code relating to non-discrimination by parties contracting for the license of City property are incorporated in this Section by reference and made a part of this License as though fully set forth. Licensee will comply fully with and be bound by all of the provisions that apply to this License under such Chapters of the San Francisco Administrative Code, including the remedies provided in such Chapters. Without limiting the foregoing, Licensee understands that pursuant to Section 12B.2(h) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this License may be assessed against Licensee and/or deducted from any payments due Licensee.

27. Requiring Health Benefits for Covered Employees . To the extent applicable and unless exempt or preempted by other Laws, Li censee will comply fully with and be bound by all of the provisions of the Health Care Accountability Ordinance (“ HCAO”), as set forth in San Francisco Administrative Code Chapter 12Q (“ Chapter 12Q”), including the implementing regulations, as the same may be amended or updated from time to time. The provisions of Chapter 12Q are incorporated into this License by reference and made a part of this License as though fully set forth in this License. The text of the HCAO is currently available on the web at http://www.sfgov.org/olse/hcao. Capitalized terms used in this Section and not defined in this License will have the meanings assigned to such terms in Chapter 12Q. (a) For each Covered Employee Licensee will provide the applicable health benefit set forth in Section 12Q.3 of the HCAO. If Li censee chooses to offer the health plan option, such health plan will meet the minimum standards set forth by the San Francisco Health Commission.
(b) Notwithstanding the above, if Licensee meets the requirements of a “small business” as described in Sec tion 12Q.3(d) of the HCAO, it will have no obligation to comply with subsection (a) above.
(c) Licensee’s failure to comply with any applicable requirements of the HCAO will constitute a material breach by Licensee of this License and City’s remedies will be those set forth in the HCAO. If, within thirty (30) days after receiving City’s written notice of a breach of this License for violating the HCAO, Licensee fails to cure such breach or, if such breach cannot reasonably be cured within such 30-day period, Licensee fails to commence efforts to cure within such period, or thereafter fails to diligently pursue such cure to completion, City will have the remedies set forth in Section 12Q.5(f)(1-5). Each of these remedies will be exercisable individually or in combination with any other rights or remedies available to City.

19 Rev July 2022
(d) Any Contract or Subcontract regarding services to be performed on the License Area entered into by Licensee will require the C ontractors and Subcontractors, as applicable, to comply with the requirements of the HCAO and will contain contractual obligations substantially the same as those set forth in this Section. Licensee will notify the Purchasing Department when it enters into such a Contract or Subcontract a nd will certify to the Purchasing Department that it has notified the Contractor or Subcontractor of the obligations under the HCAO and has imposed the requirements of the HCAO on the Contractor or Subcontr actor through written agreement with such Contractor or Subcontractor. Licen see will be responsible for ensuring compliance with the HCAO by each Contractor and Subcontractor performing services on the License Area.

If any Contractor or Subcontractor fails to comply, City may pursue the remedies set forth in this Section against Licensee based on the Contractor’s or Subcont ractor’s failure to comply, provided that the Contracting Department ha s first provided Licensee with notice and an opportunity to cure the violation.
(e) Licensee will not discharge, reprimand, pena lize, reduce the compensation of, or otherwise discriminate against, any employee for notifying City of any issue relating to the HCAO, for opposing any practice proscribed by th e HCAO, for participating in any proceedings related to the HCAO, or for seeking to asse rt or enforce any rights under the HCAO by any lawful means.
(f) Licensee represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the requirements of the HCAO. (g) Licensee will keep itself informed of the requirements of the HCAO, as they may change from time to time.
(h) Upon request, Licensee will provide reports to City in accordance with any reporting standards promulgate d by City under the HCAO, incl uding reports on Subcontractors or Contractors.
(i) Within five (5) business days after any request by City, Licensee will provide City with access to pertinent records relating to any Licensee’s compliance with the HCAO. In addition, City and its officers, agents, and em ployees may conduct random audits of Licensee at any time during the term of this License. License e will cooperate with City in connection with any such audit.

20 Rev July 2022
Licensee’s board of directors, and Licensee’s chief executive officer, chief financial officer, and chief operating officer; any person with an owners hip interest of more than ten percent (10%) in Licensee; any subcontractor listed in the cont ract; and any committee that is sponsored or controlled by Licensee; and (ii) within thirty (30) days of the submission of a proposal for the contract, the City department seeking to ente r into the contract must notify the Ethics Commission of the parties and any subcontractor to the contract. Additionally, Licensee certifies it has informed each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126 by the time it submitted a proposal for the contr act to the City, and has provided the names of the pers ons required to be informed to the City department seeking to enter into that contract within thirty (30) days of submitting its contract proposal to the City department receiving that submittal, and acknowledges the City department receiving that submittal was required to notify the Ethics Commission of those persons.

29. Tropical Hardwoods and Virgin Redwoods . City urges companies not to import, purchase, obtain, or use for any purpose, an y tropical hardwood, tropical hardwood wood product, virgin redwood, or virgin redwood wood product, except as ex pressly permitted by the application of Sections 802(b) a nd 803(b) of the San Francisco Environment Code. Except as permitted by the application of Sections 802(b) and 803(b), Licen see will not use or incorporate any tropical hardwood, tropical hardwood wood product, virgin redwood, or virgin redwood wood product in the performance of this License.

30. Taxes, Assessments, Licenses, License Fees, and Liens . (a) Licensee recognizes and understands that this License may create a possessory interest subject to property taxation and that Licensee may be subj ect to the payment of property taxes levied on such interest. Licensee further recognizes and unde rstands that any transfer or assignment permitted under this License and any exercise of any option to renew or extend this License may constitute a change in ownership for purposes of property taxation and therefore may result in a revaluation of any possessory interest created hereunder. (b) Licensee will pay taxes of any kind, including possessory interest taxes, that may be lawfully assessed on the interest created by th is License and will pay all other taxes, excises, licenses, permit charges, and assessments based on Licensee’s usage of the License Area that may be imposed upon Licensee by law, all of which will be paid when the same become due and payable and before delinquency.
(c) Licensee will not allow or suffer a lien for any such taxes or charges to be imposed upon the License Area or upon any equipmen t or property located on the License Area without promptly discharging th e same, provided that Licensee may contest the validity of the same by paying under protest or pos ting adequate (at City’s sole discretion) security during any such contest.
(d) San Francisco Administrative Code Se ctions 23.38 and 23.39 require that City report certain information relating to this License, and any renewals of this License, to the County Assessor within sixty (60) days after a ny such transaction, and that Licensee report certain information relating to any assignment of or transfer under this License to the County Assessor within sixty (60) days after such assi gnment or transfer transaction. Licensee will provide such information as may be requested by City to enable City to comply with this requirement.

21 Rev July 2022

31. Notices .
(a) Any notice, consent, or approval required or permitted to be given under this License will be in writi ng and will be given by (i) hand delivery, against receipt, (ii) reliable next-business-day courier service that provides confirmati on of delivery, or (iii) United States registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or to such other address as either party may from time to time sp ecify in writing to the other upon five (5) days’ prior, written notice in the manner provided above):

P.O. Box 420012
San Francisco, CA 94142
Attn: Peter Sands
Re: 1550 Evans Street – Manylabs Air Quality
Monitoring
License P4599
Telephone No.: (415) 484-9290
E-mail: [email protected]
A properly addressed notice tra nsmitted by one of the foregoing methods will be deemed received upon the confirmed date of delivery, attempted delivery, or rejected delivery, whichever occurs first. Any e-mail a ddresses, telephone numbers, or facsimile numbers provided by one party to the other will be for convenience of communication only; neither party may give official or binding notice orally or by e-mail or facsimile . The effective time of a notice will not be affected by the receipt, prior to receipt of the original, of an oral notice or an e-mail or telefacsimile copy of the notice.
(b) Emergency Contacts . Licensee will immediately notify the SFPUC’s City Distribution Division by phone at (415) 550-4956 of any emergency or incident requiring emergency response.
(c) Day-to-Day Communications. Day-to-Day communications that are not intended as a notice or demand under this License may be communicated by email or telephone.

City’s key contact for day-to-day communications is:

Attn: Southeast Community Center
San Francisco Public Utilities Commission
1550 Evans Avenue

22 Rev July 2022
San Francisco, California 94124
Attn: Jason Barcelon,
Southeast Community Center Manager
Re: 1550 Evans Street – Greenaction for Health and
Environmental Justice Air Quality Monitoring License
P4596
Telephone No.: (415) 214-5941
E-mail: [email protected]

32. Prohibition of Tobacco Sales and Advertising . No advertising or sa le of cigarettes or tobacco products is allowed on the License Area. This advertising prohibition includes the placement of the name of a company producing ci garettes or tobacco products or the name of any cigarette or tobacco product in any promotion of any event or product.

33. Prohibition of Alcoholi c Beverage Advertising. No advertising of alcoholic beverages is allowed on the License Area. For purpose s of this Section, “alcoholic beverage” will be defined as set forth in Calif ornia Business and Professions Code Section 23004, and will not include cleaning solutions, medical supplies, and other products and substa nces not intended for drinking. This advertising prohibition include s the placement of the name of a company producing alcoholic bevera ges or the name of any alcoholic beverage in any promotion of any event or product.

34. Restrictions on the Use of Pesticides . Chapter 3 of the San Francisco Environment Code (the Integrated Pest Mana gement Program Ordinance or “ IPM Ordinance”) describes an integrated pest management (“ IPM”) policy to be implemented by all City departments.

Licensee will not use or apply or allow the use or application of any pesticides on the License Area or contract with any person or entity to provi de pest abatement or control services to the License Area without first receiving City’s written approval of an IPM plan that (a) lists, to the extent reasonably possible, the types and estimated quantities of pesticides that Licensee may need to apply to the License Area during the term of this License, (b) describes the steps Licensee will take to meet the City’s IPM Policy described in Section 300 of the IPM Ordinance and (c) identifies, by name, title, addr ess, and telephone number, an individual to act as the Licensee’s primary IPM contact person with the City. Licensee will comply, and will require all of Licensee’s contractors to comply, with the IPM plan approved by the City and will comply with the requirements of Sections 300(d) , 302, 304, 305(f), 305(g), and 306 of the IPM Ordinance, as if Licensee were a City depar tment. Among other matters, such provisions of the IPM Ordinance: (i) provide for the use of pestic ides only as a last resort, (ii) prohibit the use or application of pesticides on pr operty owned by the City, except for pesticides granted an exemption under Section 303 of the IPM Ordinan ce (including pesticides included on the most current Reduced Risk Pesticide List compiled by City’s Department of the Environment), (iii) impose certain notice requirements, and (iv) require Licensee to keep certain records and to report to City all pesticide use at the License Area by Licensee’s staff or contractors.

23 Rev July 2022
Qualified Applicator license. City’s current Reduced Risk Pesticide List and additional details about pest management on City property can be found at the San Francisco Department of the Environment website, http://sfenvironment.org/ipm.

35. Conflict of Interest . Licensee acknowledges that it is familiar with the provisions of Section 15.103 of City’s Charter, Article III, Chap ter 2 of City’s Campaign and Governmental Conduct Code, and Sections 87100 et seq. and Sections 1090 et seq. of the California Government Code and certifies that it does not know of any facts that would constitute a violation of said provisions. If Licensee becomes aw are of any such fact during the term of this License, Licensee will immediately notify City.

36. Disclosure . City’s Sunshine Ordinance (San Franci sco Administrative Code Chapter 67) and the State Public Records La w (Gov’t Code Sections 6250 et seq.), apply to this License and any and all records, information, and materials submitted to City in connection with this License.

Accordingly, any and all such records, inform ation, and materials may be subject to public disclosure in accordance with City’s Sunshine Ordinance and the State Public Records Law.

Licensee authorizes City to disclose any records, information, and materials submitted to City in connection with this License.

37. Food Service and Pa ckaging Waste Reduction . Licensee will comply fully with and be bound by all of the applicable provisions of the Food Service and Packaging Waste Reduction Ordinance, as set forth in the San Franci sco Environment Code, Chapter 16, including the remedies provided therein, and implementing guidelines and rules. The provisions of Chapter 16 are incorporated into this License by this refe rence and made a part of this License as though fully set forth. Capitalized terms used in this Section that are not otherwise defined in this License have the same meaning assigned to su ch terms in San Francis co Environment Code, Chapter 16. Accordingly, Licensee acknowledges that City contractors and lessees may not use Disposable Food Service Ware that contains Polystyrene Foam in City Facilities while performing under a City contract or lease, and will instead use suitable Biodegradable/Compostable or Recy clable Disposable Food Service Ware. This provision is a material term of this License.

38. Severability . If any provision of this License, or its application to any person, entity, or circumstance, will be held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this License, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable , will not be affected thereby, and each other provision of this License w ill be valid and be enforceable to the fullest extent permitted by law, except to the extent that enforcement of this License without the invalidated provision would be unreasonable or in equitable under all the circumstances or would frustrate a fundamental purpose of this License.

39. Cooperative Drafting . This License has been drafted through a cooperative effort of both Parties, and both Pa rties have had an opportunity to ha ve the License reviewed and revised by legal counsel. No party will be considered the drafter of this License, and no presumption or rule that an ambiguity will be construed agains t the party drafting the clause will apply to the interpretation or enforcement of this License.

24 Rev July 2022

40. Criminal History in Hirin g and Employment Decisions. (a) Unless exempt, Licensee will comply with and be bound by all of the provisions of San Francisco Administrative Code Chapter 12T (Criminal History in Hiring and Employment Decisions; “Chapter 12T”), which are hereby incorporated into this License by reference as the same may be amended from time to time, with respect to applicants and employees of Licensee who would be or are performing work at the License Area. Capitalized terms used in this Section that are not otherwise de fined in this License will have the meanings assigned to such terms in Chapter 12T.
(b) Licensee will incorporate by reference the provisions of Chapter 12T in all contracts to perform work within the License Area and will require all contractors to comply with such provisions. Licensee’s failure to comply with the obligations in this subsection will constitute a material breach of the License.
(c) Licensee and its contractors performing wo rk in the License Area will not inquire about, require disclosure of, or if such information is receive d, base an Adverse Action on an applicant’s or potential applicant for employment, or employee’s: (i) Arrest not leading to a Conviction, unless the Arrest is undergoing an active pending criminal investigation or trial that has not yet been resolved; (ii) participation in or completion of a diversion or a deferral of judgment program; (iii) a Conviction that has been judi cially dismissed, expunged, voided, invalidated, or otherwise rendered inoperative; (iv) a Conviction or any othe r adjudication in the juvenile justice system; (v) a Conviction that is more than seven years old, from the date of sentencing; or (vi) information pertaining to an offense other than a felony or misdemeanor, such as an infraction.
(d) Licensee and its contractors will not inquire about or require applicants, potential applicants for employment, or employees to disclose on any empl oyment application the facts or details of any convi ction history, unresolved a rrest, or any matter iden tified in subsection (c) above. Licensee and its contractor s will not require such disclosure or make such inquiry until either after the first live interview with the person, or after a conditional offer of employment. (e) Licensee and its contractors will state in all solicitations or advertisements for employees that are reasonably likely to reach persons who are reasonably likely to seek employment with Licensee or its contractor at the License Area, that the Licensee or contractor will consider for employment qualified applicants with criminal histories in a manner consistent with the requirements of Chapter 12T.
(f) Licensee and its contractors will post the notice prepared by the Office of Labor Standards Enforcement (“OLSE”), available on OLSE’s website, in a conspicuous place at the License Area and at other workplaces within San Francisco where interviews for job opportunities at the License Area . The notice will be posted in English, Spanish, Chinese, and any language spoken by at least five percent (5%) of the employees at the License Area or other workplace at which it is posted.
(g) Upon any failure to comply with the requi rements of Chapter 12T, City will have the right to pursue any rights or remedies ava ilable under Chapter 12T or the License, including a penalty of $50 for a second violation and $100 fo r a subsequent violatio n for each employee,

25 Rev July 2022
applicant, or other person as to whom a violat ion occurred or continued, or termination or suspension in whole or in part of the License.
(h) If Licensee has any questions about th e applicability of Chapter 12T, it may contact City’s Real Estate Division for additional information. City’s Real Estate Division may consult with the Director of City’s Office of Contract Administration who may also grant a waiver, as set forth in Section 12T.8.

41. San Francisco Pack aged Water Ordinance. Licensee will comply with San Francisco Environment Code Chapter 24 (“ Chapter 24”). Licensee will not sell, provide or otherwise distribute Packaged Water, as defined in Chapter 24 (including bottled water), in the performance of this License or on City property unless Licensee obtains a waiver from the City’s Department of the Environment. If Licensee violates this requirement, the City may exercise all remedies in this License and the Director of the City’s Department of the Environment may impose administrative fines as set forth in Chapter 24.

42. Wages and Working Conditions . Licensee agrees that any person performing labor in connection with the Improvements or to the License Area that are a “public work” as defined under San Francisco Administrative Code Secti on 6.22(E) or California Labor Code Section 1720 et seq. (which includes certain construction, alteration, demoliti on, installation, maintenance, and repair, if paid for in whole or part out of public funds), shall be paid not less than the highest prevailing rate of wages consistent with the re quirements of S ection 6.22(E) of the San Francisco Administrative Code, and sha ll be subject to the same hours and working conditions, and shall receive th e same benefits as in each case are provided for similar work performed in San Francisco County. Licens ee shall include, in any contract for such Improvements to the License Area that are a “public work”, a requirement that all persons performing labor under such contra ct shall be paid not less than the highest prevailing rate of wages for the labor so performed. Licensee shal l require any contractor to provide, and shall deliver to City upon request, certified payroll reports with respect to all persons performing such labor at the License Area.

43. Local Hire Requirements. Unless exempt, if the Licensee Permitted Improvements work, or any Alterations as set forth in Section 6 (below), is estimated to cost more than $750,000, Licensee agrees to comply with the San Francisco Local Hiring Policy set forth in San Francisco Administrative Code Section 6.22( G) in the performance of the Permitted Improvements. Prior to the commencement of the Permitted Improvements work, Licensee shall contact City’s Office of Economic Workforce and Development (“OEWD”) to discuss the local hiring requirements issued by OEWD under the San Francisco Local Hiring Policy that apply to the Permitted Improvements work, if any. Licensee shall comply with all OEWD requirements issued with respect to the San Francisco Loca l Hiring Policy and applicable to the Permitted Improvements work.

44. Registry of Ch aritable Trusts. Licensee represents that it is in good standing with the California Attorney General’s Re gistry of Charitable Trusts and will remain in good standing during the term of this License. Licensee will immediately notify City of any change in its eligibility to perform under the License. Upon City request, Licensee will provide documentation demonstrating its compliance with applicable legal requirements. If Licensee uses any subcontractors to perform under this License, Licen see is responsible for ensuring they are also in compliance with the California Attorney General’s Registry of Charitable Trusts at the time of

26 Rev July 2022
contract execution and for the duration of the agreement. Any failure by Licensee or any subcontractors to remain in good st anding with applicable requireme nts is a material breach of this License.

45. General Provisions . (a) This License may be amended or modified only by a writing signed by City and Licensee. (b) No waiver by any party of any of the provisions of this License will be effective unless in writing and signed by an officer or other authorized representative, and only to the extent expressly provided in such written waiver. No waiver will be deemed a subsequent or continuing waiver of the same , or any other, provision of this License. (c) The exhibits referenced in and attached to this instrument are incorporated into this License. (d) This License contains the entire agreement between the Parties regarding the subject matter of this License, and all prior written or oral negotiations, discussions, understandings, and agreements are merged into this License. (e) The Section and other headings of this License are for convenience of reference only and will be disreg arded in the interpretation of this License. (f) Time is of the essence in all matters relating to this License. (g) This License will be governed by California law and City’s Charter. (h) If either party commences an action against the other or a dispute arises under this License, the prevailing party will be entitled to recover from the other reasonable attorneys’ fees and costs. For purposes of this License and the indemnifications set forth in this License, reasonable attorneys’ fees of City will be based on the fees regularly charged by private attorneys in San Francisco with comparable experience notwithstanding City’s use of its own attorneys. (i) If Licensee consists of more than one person then the obligations of each person will be joint and several. (j) Licensee may not record this License or any memorandum of this License. (k) Subject to the prohibition against assignments or other transfers by Licensee hereunder, this License will be binding upon and inure to the benefit of the Parties and their respective he irs, representatives, successors, and assigns. (l) Any sale or conveyance of the pr operty burdened by this License by City will automatically revoke this License. (m) Notwithstanding anything to the contrary contained in this License, no officer or employee of City has authority to commit City to this License unless and until a resolution of the SFPUC will have been duly adopted approving this License and authorizing the transaction contemplated by this License. Therefore, any of City’s obligations or liabilities pursuant to or under this License are contingent upon enactment of such a resolution, and this License will be null and void if, at its sole discretion, the SFPUC does not approve this License. (n) Each of the persons executing this License on Licensee’s behalf do hereby represent and warrant that Licensee is a duly formed or or ganized (as applicable) and va lidly existing entity under the laws of California that Licensee is in good standing and qualified to do busin ess in California (and covenants to maintain such status during the term of this License), that Licensee has full right and authority to enter into this License, and that each and all of the pe rsons signing on behalf of Licensee are authorized to do so. Upon City’s request, Licensee will provide City with evidence reasonably satisfactory to C ity confirming the foregoing re presentations and warranties. (o) Except as expressly provided to the contrary, all approvals, consents, and determinations to be made by City under this Licen se may be made at City’s so le and absolute discretion. (p) Whenever this License requires City’s or th e SFPUC’s consent or approval, the General Manager of the SFPUC, or his or her designee, will be authorized to provide such consent or approval, except as otherwise provided by applicab le Laws, including City’s Charter, or by the SFPUC’s Real Estate Guidelines . No consent, approval, elec tion, or option will be effective unless given, made, or exercised in writing.
(q) This License may be executed in two or more
counterparts, each of which will be deemed an original, but all of wh ich taken together will constitute one and the same instrument. (r) Use of the word “including” or similar words will

27 Rev July 2022
not be construed to limit any general term, statement, or other matter in this License, whether or not language of non-limitation, such as “without limitation” or similar words, are used.

46. Drug-Free Workplace. Licensee acknowledges that under the Federal Drug-Free Workplace Act of 1989, the unlawful manufact ure, distribution, possession, or use of a controlled substance under federa l law is prohibited on City premises. Licensee agrees that any violation of this prohibition by Licensee, its Agents, or Invitees will be a material breach of this License.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS

LICENSE, NO OFFICER OR EMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY TO THIS LICENSE UNLESS AND UNTIL CITY’S PUBLIC UTILITIES COMMISSION

WILL HAVE DULY ADOPTED A RESOLUTION APPROVING THIS LICENSE AND AUTHORIZING THE TRANSACTIONS CONTEMPLATED IN THIS LICENSE.

THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF CITY UNDER THIS LICENSE

ARE CONTINGENT UPON ADOPTION OF SUCH A RESOLUTION, AND THIS LICENSE WILL BE NULL AND VOID IF CITY’S PUBLIC UTILITIES COMMISSION DO NOT APPROVE THIS LICENSE, AT THEIR RESPECTIVE SOLE DISCRETION. APPROVAL

OF THIS LICENSE BY ANY DEPARTMENT, COMMISSION, OR AGENCY OF CITY

WILL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ENACTED, NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON CITY. [SIGNATURES ON FOLLOWING PAGE]

28 Rev July 2022

LICENSEE REPRESENTS AND WARRANTS TO CITY THAT IT HAS READ AND

UNDERSTANDS THE CONTENTS OF THIS LICENSE, HAS HAD AN OPPORTUNITY TO

REVIEW AND DISCUSS IT WITH COUNSEL OF ITS CHOOSING, AND AGREES TO COMPLY WITH AND BE BOUND BY ALL OF ITS PROVISIONS.

LICENSEE:

MANYLABS,
a California non-profit public benefit corporation
By: ____________________________________
Peter Sands
Its: Chairperson
Date: ____________________________________
CITY:

EXHIBIT A
Description of License Area
All that certain real property located in th e City and County of San Francisco, California, described as follows:

EXHIBIT B
Depiction of License Area
[see attached]

J
H K MG.2

5.2 33
LJ
365W PV SOLAR

PANEL (TYP)
R3B-2
R3B-2
R3B-2R3B-2
24KVA PV SYSTEM INVERTER
3 3
3 2
R3B-22

JUNCTION BOX

FOR FUTURE

ANTENNA
B FB.2 C GA ED
P2BX-18
WPWPWP
WP
WP
4' PV SYSTEM SETBACK
24KVA PV SYSTEM INVERTER
24KVA PV SYSTEM INVERTER
AINR
OFILAC
FO
ETATS
P

DERETSI GER
E
LANOI
SSEFOR

REENIGN
NO. E22425ELECT
R
ICALAG

HOJLRAE
UFF
Q.

N
D
N
Plan No.

Drawing Title
Project
Scale:

Original Sheet Size: 24"x36"
Section Mgr.

WWE O&M Mgr.

WWE Engineering Mgr.

EMB Mgr.

INFRASTRUCTURE DIVISION

ENGINEERING MANAGEMENT BUREAU
Drawing/
File No.

Revision No

FOR THE SOLE USE OF THE DOCUMENT RECIPIENT -

DO NOT CITE, COPY, OR CIRCULATE WITHOUT THE
EXPRESSED PERMISSION OF THE SFPUC.

For reduced plans original scale is in inches
0 4
Contract No.

Checked/Approved
Project Mgr. S. CAMPBELL
Key Plan
08/2019
08/2019
08/2019
30 VAN NESS AVENUE, 5TH FLOOR

CITY & COUNTY OF SAN FRANCISCO
SAN FRANCISCO, CA 94102 - 6028

ENGINEERING

BUREAU OF

BUREAU MANAGER

SECTION MANAGER

DEPUTY BUREAU MANAGER
APPROVED:

DATE
DATE
DATE
DESIGNED BY:

DRAWN BY:

CHECKED BY:

DATE:

SAN FRANCISCO PUBLIC WORKS
WW-682R
1/8" = 1'-0"
1 COMMUNITY CENTER - ROOF

POWER PLAN
E-1205

F/I WEATHER PROOF GFCI RECEPTACLE WITHIN 25' FROM HVAC EQUIPMENT.

BUILT-IN 120VAC RECEPTACLE FOR EACH AIR HANDLING UNITS.

CHANNEL-MOUNTED NEMA 3 ENCLOSURE WITH DATA AND POWER CONNECTION FOR FUTURE ANTENNA. F/I QUADPLEX RECEPTACLE. REFER TO DETAIL 2 ON DRAWING E-5002.

F/I WEATHERPROOF 24KVA PV SYSTEM INVERTER WITH RAPID SHUTDOWN.

SHEET NOTES:
1 2
1 3
4 4
5 5
GENERAL NOTES:

1. PER THE BETTER ROOF REQUIREMENT, THE TOTAL NAMEPLATE CAPACITY OF THE PHOTOVOLTAIC COLLECTORS SHALL BE AT LEAST 10

WATTS DC PER SQUARE FOOT OF ROOF AREA ALLOCATED TO THE
PHOTOVOLTAIC COLLECTORS.
5 1
5 No. Date Revisions
1 6/12/20 ASI NO. 1
1 3URSRVHGORFDWLRQRI
DLUTXDOLW\PRQLWRU

KRZHYHUFDQEHORFDWHG
DGMDFHQWWRDQ\RWKHU

DYDLODEOHSRZHURXWOHW

EXHIBIT C
Deed
[see attached]

EXHIBIT D
Approved Plans

1 Rev Nov 2021

SAN FRANCISCO PUBLIC UTILITIES COMMISSION

REVOCABLE LICENSE
Southeast Community Center
(License # P4563)
THIS REVOCABLE LICENSE (this “License”) dated for reference purposes only as of ______________, 2023, is made by and between the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation (“ City”), acting by and through its Public Utilities Commission (the “SFPUC”), and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a public university (“Licensee”). City and Licensee are sometimes collectively referred to in this License as the “Parties” or singularly as a “Party.”

RECITALS
A. City, under the jurisdiction of the SF PUC, owns and operates the Southeast Community Center, located at 1550 Evans Av enue, Building No. 1, in San Francisco, California (the “SECC” or the “Building”), primarily for the benefit of the residents of the Bayview-Hunter’s Point community (the “ Local Community”). The Building, the land on which the Building is located, and a ll other improvements on and appurtenances to the land are referred to collectively as the “Property.” B. As part of the SFPUC’s wastewater system improvement project to upgrade aging infrastructure, new t echnologies were implemented to treat wastewater and biosolids (“ Biosolids Digester Facilities Project ”). In June of 2017, the SFPUC obtained an environmental justice report to anal yze potential adverse or beneficial effects of the Biosolids Digester Facilities Project for the Bayview Hunters Point neighborhood.

C. Section 6.4 of the report provides envir onmental justice recommendations for the SFPUC Community Bene fits Program. To track potential exposure of toxic air contaminants, the report recommends the installation of an ambient air quality monitoring system at the SECC.

D. City and Licensee now desire to enter into this License to authorize the installation, operation and maintenance of air quality m onitoring devices on the roof of the Building to provide the Parties and the Local Community with accessible ambient air quality data.

BASIC LICENSE INFORMATION
The following is a summary of basic license information (the " Basic License Information"). Each item below will be deemed to incorporate all of the terms set forth in this License pertaining to such item. In the event of any conflict between the information in this Section and any more specific provision of this License, the more specific provision will control. 2 Rev Nov 2021
City: CITY AND COUNTY OF SAN FRANCISCO, acting by and
through its Public Utilities Commission
Licensee: THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a public university
License Area (Section 1): A portion of 1550 Evans Avenue, Building No. 1, in San Francisco, California, commonly referred to as the
Southeast Community Center (“SECC” or “Building”) as more particularly described in the attached Exhibit A and shown in the attached Exhibit B, together with a ny appurtenances. The Permitted Improvements, as defined below, are located on the roof of the Building.

Term (Section 2): Eight (8) years commencing on the Commencement Date.

Actual Commencement Date: ___________, 2023
License Term Expiration Date: _____________, 2031
Permitted Improvements
(Section 4(a)):

The installation, maintenan ce and operation of one (1) BEACO2N Sensor Node occupying a pproximately 4 square feet on the roof of the Building for the purpose of monitoring the transmission of atmospheric and particulate matter (“ Permitted Improvements”).

Notices: See Section 31 [Notices].

Key Contact for City: SFPUC Real Estate Director
Telephone No. and Email: (415) 487-5210
[email protected]
Day-to-Day Contact for
City:

Jason Barcelon
Southeast Community Facility Manager
[email protected]
(415) 214-5941
Key Contact for Licensee: The Regents of the Un iversity of California c/o Shauna Brown, Manager
Real Estate Development & Portfolio
A&E Building, mc 1382
Berkeley, CA 94720-1382
Telephone No. and Email: (510) 643-2066
[email protected]
Alternate Contact for
Licensee:

Dr. Ronald C. Cohen
Professor, Department of Chemistry
University of California, Berkeley
Latimer Hall, UC Berkeley
3 Rev Nov 2021
Berkeley, CA 94720-1460
Telephone No. and Email: (510) 642-2735
[email protected]
City and Licensee agree as follows:

1. License . City confers to Licensee a revocable, personal, non-exclusive, and non-possessory privilege to enter upon and use that certain real property owned by City, located on the roof at 1550 Evans Avenue, Building No. 1 in the City and County of San Francisco, State of California, more particul arly described in the attached Exhibit A (the “License Area”), for the limited purpose and subject to the terms, conditions, and restrictions set forth below. The License Area is shown generally on the attached Exhibit B. This License gives Licensee a license only and notwithstanding anything to the c ontrary in this License, it does not constitute a grant by City of any ownership, leasehold, ease ment, or other property interest or estate whatsoever in any portion of the License Area. Nothing in this License will be construed as granting or creating any franchise rights pursuant to any federal, state, or local laws.