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COMMUNITY RESOURCE CENTER AGREEMENT (REV: 01/2025)
LICENSE AGREEMENT
(COMMUNITY RESOURCE CENTER)
This License Agreement ("License Agreement") is made and entered into this ______ day of ______, 2025 (the "Effective Date") by CITY OF FORTUNA, hereinafter called "LICENSOR," and PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, hereinafter called "PG&E." PG&E and LICENSOR are sometimes hereinafter each singularly referred to as “PARTY” and collectively as “PARTIES”.
R E C I T A L S:
A. LICENSOR owns or leases the certain real property commonly known as Fireman’s Pavilion, located at 9 Park Street, Assessor's Parcel Number 040-381-001, hereinafter called the "Property," located in the City of Fortuna, County of Humboldt, State of California. The Property includes a parking lot ("Parking Lot") containing approximately 50 parking spaces.
B. PG&E desires to partner with LICENSOR in connection with a/an County or City designated emergency event ("Emergency Event"). For purposes of this License Agreement, an "Emergency Event" means an event, natural or human-caused, that requires an emergency response to protect life or property. Examples of Emergency Events include but are not limited to a Public Safety Power Shutoff Event (“PSPS Event”) described further below, significant earthquake, wildland fire, major heat event or winter storm requiring a warming or cooling center, significant wind event, major gas leak or gas-related fire, cyber incident that slows system response times, or other events of this scale.
a) For purposes of this License Agreement, a "PSPS Event" means the existence of one or more environmental conditions creating extreme fire danger that results in the shutoff of power for public safety. Examples of PSPS Events include but are not limited to red flag warnings issued by the United States National Weather Service, low humidity levels, high winds, and dry vegetation.
C. The PARTIES desire to memorialize this mutual understanding and agreement for making the Property available to PG&E in connection with an Emergency Event.
NOW, THEREFORE, for good and valuable consideration, LICENSOR and PG&E agree as follows:
1. Grant of License. Subject to the terms and conditions set forth in this License Agreement, LICENSOR grants PG&E, and its employees, contractors, agents, representatives, guests, and customers ("PG&E's Representatives") the right to use the License Area described in EXHIBIT A attached hereto (the "License Area") and certain interior areas of the Property in connection with an Emergency Event, together with rights of ingress and egress to and from the License Area, and the right to use certain exterior areas of the Property as set forth below. All of 16213.106 4849-6712-2099.4 2 of 10
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the activities of PG&E and PG&E's Representatives pursuant to this License Agreement are referred to herein as "PG&E's Activities."
2. Use of License Area and Interior Common Areas of the Property. During Use Days (as defined in Section 5 below), PG&E and PG&E's Representatives and customers shall have the exclusive right to use the License Area as a Community Resource Center. Services to be provided in the License Area may include, among other things, providing PG&E customers with water and snacks and the ability to charge phones. PG&E and PG&E's Representatives shall have the right to set up tables and chairs in the License Area. In addition to the exclusive use of the License Area, PG&E and PG&E's Representatives and customers shall have the non-exclusive right, during Use Days, to use lobbies, hallways, stairways, elevators (if operational), restrooms, and other interior common areas of the Property. PG&E and PG&E's Representatives shall also have the right to install temporary directional signage in the common areas of the Property.
3. Staging Area; Parking.
(a) Staging Area. During Use Days, PG&E and PG&E's Representatives shall have the exclusive right to use the exterior area of the Property shown on EXHIBIT A (the "Staging Area") to support the operation of an indoor customer resource center in the case of an Emergency Event. PG&E and PG&E's Representatives shall have the right to set up tents, install trailers, portable toilets, fencing, and temporary signage, park mobile vehicle units and other vehicles, and deliver and stage equipment, supplies and materials in the Staging Area. (b) Parking. PG&E and PG&E's Representatives and customers shall have the non-exclusive right to park vehicles in portions of the Parking Lot shown on EXHIBIT A during Use Days.
(c) Personnel. During Use Days PG&E shall have the non-exclusive right to use the License Area, up to twenty-four (24) hours per day. Hours for use to PG&E customers shall be from 8:00 am to 10:00 pm. On Use Days, the License Area shall be fully staffed by PG&E and its representatives, at PG&E’s sole cost and expense. PG&E may provide uniformed unarmed security at its cost and expense to ensure the protection of its equipment, the safety of the public and to prevent any damage to the Property.
4. Generator. Subject to the terms and conditions of this Section 4, LICENSOR grants PG&E and PG&E's Representatives a license to install, maintain, operate, repair, and replace a portable generator and related equipment (collectively, the "Generator") in the exterior area of the Property shown on EXHIBIT A attached hereto (the "Generator Site"). At PG&E's option, PG&E or PG&E's Representatives may install temporary fencing, bollards, or other barriers around the Generator Site. LICENSOR grants to PG&E and PG&E's Representatives exclusive use of the Generator Site. For PSPS Event use, PG&E anticipates that the Generator may remain in place during wildfire season from approximately June 1 until December 31 of each year. For Emergency Event use, PG&E anticipates that the Generator may remain in place during Emergency Event use and approximately one week before and one week after an Emergency Event. PG&E and PG&E's Representatives shall have the right, without prior notice to LICENSOR, to enter the Property at all times to access the Generator. PG&E, at its expense, shall be responsible for obtaining all required permits for the Generator and complying with all laws 16213.106 4849-6712-2099.4 3 of 10
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relating to the Generator. Notwithstanding the definition of PG&E's Activities, the presence of the Generator on the Property and activities related to the Generator shall not be considered PG&E's Activities for purposes of determining Use Days, and PG&E shall not be required to pay any additional license fees or other sum in connection with the Generator. The Generator is solely for the benefit of PG&E and PG&E's customers. PG&E shall, at its sole cost and expense, have the exclusive responsibility to maintain and secure the Generator while on the Property and shall use, operate and maintain the Generator in a reasonable manner and in accordance with the manufacturer’s recommendations. LICENSOR shall have no obligations or liability to PG&E with respect to the Generator, including but not limited to any obligation (i) to maintain, operate, replace or repair the Generator and (ii) to secure or otherwise take any act, whether affirmative or passive, to protect the Generator from theft or damage. PG&E expressly and irrevocably releases LICENSOR from any liability for any malfunctioning, damage, or other injury to the Generator, except to the extent caused by the negligence or willful misconduct of LICENSOR, its officers, agents or employees. Promptly after the expiration of the term of this License Agreement, PG&E or PG&E's Representatives shall remove the Generator and any barriers installed by PG&E or PG&E's Representatives.
5. LICENSOR’S Use of Automatic Transfer Switch. PG&E does not grant [hereby grants to] LICENSOR the right to connect its own generator (“Licensor’s Generator”) to the Automatic Transfer Switch (“ATS”). [and to use the ATS, provided that LICENSOR shall at all times comply with the following requirements:
(a) In order to reduce the risk of fire, in no event shall Licensor’s Generator have a rating greater than 400 amps.
(b) LICENSOR shall give PG&E at least 2 days’ written notice following each time LICENSOR connects or disconnects Licensor’s Generator to the ATS, which notice shall specify the date and approximate time LICENSOR has connected or disconnected Licensor’s Generator to the ATS. Said notice shall also specify the anticipated period of time that Licensor’s Generator will remain connected to the ATS if disconnect has not taken place. (c) Only a licensed electrician or properly trained staff may connect or disconnect Licensor’s Generator to the ATS.
(d) If LICENSOR experiences a problem with the ATS, LICENSOR shall promptly contact PG&E. In no event shall LICENSOR attempt to make any repairs or modifications to the ATS.
(e) LICENSOR shall exercise due care not to damage the ATS. LICENSOR shall promptly report to PG&E any damage to the ATS caused by LICENSOR, its employees, agents, or contractors (collectively, including LICENSOR, “Licensor Parties”). LICENSOR shall reimburse PG&E for PG&E’s cost to repair or replace the ATS as a result of the acts or omissions of Licensor Parties within thirty (30) days after written request accompanied by reasonable supporting documentation.
(f) Licensor Parties shall not act in any manner or indicate to any third party that they are acting as an agent of PG&E.
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(g) PG&E makes no representations or warranties of any kind or nature to LICENSOR regarding the ATS, including, but not limited to, the operation, capacity or condition of the ATS. LICENSOR expressly accepts and assumes all risk associated with its use of the ATS, and PG&E shall have no liability to LICENSOR in connection with any failure or malfunction of the ATS.
(h) LICENSOR shall indemnify, defend and hold harmless PG&E and its officers, agents, and employees from and against all Claims caused by or arising, in whole or in part, in connection with use of the ATS by Licensor Parties.
The provisions of Sections 2(e), 2(f), 2(g), and 2(h) shall survive the expiration or earlier termination of the License Agreement.
6. Default by LICENSOR. If LICENSOR shall breach any of its obligations under Section 5 above, PG&E shall have the right, in addition to any other remedies that may be available at law or in equity, to terminate LICENSOR’s right to use the ATS effective immediately upon notice to LICENSOR.
7. Term. Unless sooner terminated in accordance with Section 15, below, this License Agreement shall be for a term of five (5) years, commencing on June 6, 2025 (the "Commencement Date"), and expiring on June 6, 2030 (the "Termination Date").
Notwithstanding the term of this License Agreement, PG&E anticipates that it will use the License Area and the Staging Area on an occasional basis, if at all, for periods of approximately two (2) to ten (10) days at a time. The days (including any partial days) during which any of PG&E's Activities are occurring in or on the License Area or the Staging Area are referred to herein as "Use Days." During Use Days, PG&E shall have the exclusive right to use the License Area and the Staging Area from 7:00am until 11:00pm. This License Agreement may be amended by written agreement executed by both parties.
8. License Fee. PG&E shall pay a license fee ("License Fee") of Five Hundred and Fifty Dollars ($550.00) per day for each Use Day.
9. Emergency Event or PSPS Notice. PG&E shall give LICENSOR at least eight (8) hours' prior notice (the "Emergency Event or PSPS Notice") of the dates and times that PG&E desires to access and use the Property in connection with an Emergency or PSPS Event. Within four (4) hours after receipt of an Emergency Event or PSPS Notice, LICENSOR shall confirm receipt of the Emergency Event or PSPS Notice. PG&E's use of the Property in connection with an Emergency Event or PSPS Event shall take priority over other uses and events. If another use or event is scheduled at the Property that would conflict with PG&E's use of the Property during the dates and times specified in the Emergency Event or PSPS Notice, LICENSOR shall cancel such event and indemnify and defend PG&E from any and all Claims related to such cancellation.
LICENSOR acknowledges that PG&E may give LICENSOR multiple Emergency Event or PSPS Notices during any calendar year.
10. Use of License Area and Staging Area.
(a) As Is. To LICENSOR'S current actual knowledge, the Property complies with all laws, including the Americans with Disabilities Act and other accessibility laws. PG&E 16213.106 4849-6712-2099.4 5 of 10
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accepts the License Area and the Staging Area "AS-IS," "WHERE-IS" and "WITH ALLFAULTS," subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the License Area and the Staging Area. PG&E may request LICENSOR to perform alterations, repairs, or improvements to the License Area and the Staging Area, but PG&E understands and agrees that LICENSOR shall not be obligated to make any such alterations, repairs or improvements at any time. Except in the event of an emergency, PG&E shall not make any alterations, repairs, or improvements to the Property without the prior written consent of LICENSOR, which consent shall not be unreasonably withheld, conditioned, or delayed.
(b) Use. PG&E shall exercise reasonable care in the conduct of PG&E's Activities in the License Area and the Staging Area. Without limiting the generality of the preceding sentence, PG&E shall maintain the License Area and the Staging Area in reasonably neat and orderly condition during Use Days; provided, however, that LICENSOR, as part of the License Fee and without additional compensation, shall provide all necessary janitorial services to the License Area and common areas during Use Days, including, but not limited to, removing trash and stocking restrooms with supplies. PG&E shall not use the License Area or the Staging Area or permit anything to be done in or about the License Area or the Staging Area during Use Days that will in any way conflict with any law, statute, zoning restriction, ordinance or governmental rule or regulation or requirement relating to the use or occupancy of the License Area or the Staging Area. During Use Days, PG&E shall not allow the License Area or the Staging Area to be used for any unlawful or objectionable purpose, nor shall PG&E cause, maintain or permit any nuisance in, on or about the License Area or the Staging Area. (c) Mechanic's Liens. PG&E shall keep the Property free and clear of all mechanic's liens arising, or alleged to arise, in connection with any work performed, labor or materials supplied or delivered, or similar activities performed by PG&E or at PG&E's request or for PG&E's benefit. If any mechanic's liens are placed on the Property in connection with PG&E's use or PG&E's Activities, PG&E shall diligently pursue all necessary actions to remove such liens from title, either by payment or by recording a lien release bond in the manner specified in California Civil Code Section 8424 or any successor statute. (d) Restoration. Upon PG&E's ceasing to use the License Area and the Staging Area in connection with a particular Emergency or PSPS Event, PG&E shall remove all personal property of PG&E from the License Area, remove all vehicles, personal property, debris and waste material of PG&E and PG&E's Representatives from the Staging Area, and repair and restore the License Area and the Staging Area as nearly as reasonably possible to the condition that existed prior to PG&E's entry hereunder.
11. Notices. All notices under this License Agreement shall be sent by email to the addresses set forth in EXHIBIT B. In addition, LICENSOR will provide PG&E with telephone or cellphone numbers of staff in calling order to contact in an emergency as set forth in EXHIBIT B. EXHIBIT B shall be updated as needed to reflect current names and contact information.
12. Indemnity. Except to the extent caused by the negligence or willful misconduct of LICENSOR, its officers, agents, or employees, PG&E shall indemnify, defend and hold harmless 16213.106 4849-6712-2099.4 6 of 10
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LICENSOR and its governing body, officers, agents, and employees from and against all claims, losses, actions, demands, damages, costs, expenses (including, but not limited to, reasonable attorneys' fees and court costs) (collectively, "Claims") that are caused by PG&E's Activities, or the entry on, occupancy or use of, the Property by PG&E or PG&E's Representatives under this License Agreement, including, but not limited to, Claims relating to (i) injury to or death of persons, including, but not limited to, employees of LICENSOR or PG&E; (ii) injury to the property of LICENSOR, and (iii) violation of any applicable federal, state, or local laws, statutes, regulations, or ordinances by PG&E or PG&E's Representatives. In no event, however, shall PG&E be liable for any indirect or consequential damages or for loss of profits or other revenue, loss of goodwill, or loss of use. The indemnification obligations of PG&E under this Section 10 shall survive the expiration or earlier termination of this License Agreement.
13. Insurance. PG&E shall at all times during the Term of this License Agreement, self-insure for PG&E's Activities pursuant to this License Agreement in accordance with EXHIBIT C.
14. Miscellaneous.
(a) Governing Law. This License Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California. (b) Attorneys' Fees. Should either party bring an action against the other party, by reason of or alleging the failure of the other party with respect to any or all of its obligations hereunder, whether for declaratory or other relief, and including any appeal thereof, then the party which prevails in such action shall be entitled to its reasonable attorneys' fees and expenses related to such action, in addition to all other recovery or relief. (c) No Waiver. Any waiver with respect to any provision of this License Agreement shall not be effective unless in writing and signed by the party against whom it is asserted. The waiver of any provision of this License Agreement by a party shall not be construed as a waiver of a subsequent breach or failure of the same term or condition or as a waiver of any other provision of this License Agreement.
(d) Counterparts. This License Agreement may be executed in identical counterpart copies, each of which shall be an original, but all of which taken together shall constitute one and the same agreement.
(e) Authority. Each party to this License Agreement warrants to the other that it has the right and authority to enter into and to perform its obligations under this License Agreement, without the consent of any third party, and that the person signing below is authorized to bind such party.
(f) Interpretation. This License Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. 16213.106 4849-6712-2099.4 7 of 10
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(g) Exhibits. The following exhibits are attached hereto and incorporated herein by this reference:
EXHIBIT A – License Area
– Staging and Parking Lot Area
– Generator Site
EXHIBIT B – Notices
EXHIBIT C – Statement of Self-Insurance Program
(h) Electronic Signatures. This License Agreement may be executed by electronic signatures (e.g., using DocuSign or e-SignLive) or signatures transmitted in portable document format ("pdf"), and copies of this License Agreement executed and delivered by means of electronic or pdf signatures shall have the same force and effect as copies hereof executed and delivered with original manually executed signatures. The parties may rely upon electronic and pdf signatures as if such signatures were manually executed originals and agree that an electronic or pdf signature page may be introduced into evidence in any proceeding arising out of or related to this License Agreement as if it were an original manually executed signature page. (i) Successors and Assigns. This License Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors, and assigns of each party. (j) Entire Agreement. This License Agreement supersedes all previous oral and written agreements between and representations by or on behalf of the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. This License Agreement may not be amended, except by a written agreement executed by both parties. (k) Assignment. PG&E shall not voluntarily, involuntarily, or by operation of laws, without the prior written consent of LICENSOR (i) sublet all or any part of the Property or allow it to be sublet, occupied, or used by any person or entity other than PG&E; (ii) assign PG&E’s interest in this License Agreement; (iii) mortgage or encumber the Property or this License Agreement, or otherwise use the Property or this License Agreement as a security device in any manner; or (iv) amend or modify an assignment, sublease, or other transfer that has been previously approved by LICENSOR.
15. Event of Default. The following shall be considered an Event of Default by PG&E under this License Agreement:
(a) PG&E’s failure to make payment required under this License Agreement when due, where this failure continues for a period of thirty (30) days after written notice from LICENSOR to PG&E.
(b) The failure of PG&E to perform any of the covenants, conditions, or provisions of this License Agreement to be performed by PG&E, other than those requiring any payment to LICENSOR, where this failure continues for a period of thirty (30) days after the written notice from LICENSOR to PG&E. However, if the nature of PG&E’s failure reasonably requires more than thirty (30) days for cure, PG&E shall not be deemed to be in default if PG&E 16213.106 4849-6712-2099.4 8 of 10
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commences to cure within the thirty (30) day period and thereafter diligently continues this cure to completion;
(c) PG&E’s assignment in violation of Section 14(k)
16. Termination. LICENSOR shall have the right to terminate this License Agreement upon the occurrence of an Event of Default.
IN WITNESS WHEREOF, the parties have executed this License Agreement as of the date set forth below each signature, effective upon the Effective Date first written above. "PG&E"
PACIFIC GAS AND ELECTRIC COMPANY,
a California corporation
By:
Name: Donald Kennedy
Its: Senior Manager, Land Acquisition
Date:
"LICENSOR"
CITY OF FORTUNA
By:
Name:
Its:
Date:
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EXHIBIT A
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EXHIBIT B
NOTICES
TO LICENSOR:
Any notice to Licensor, including the notice to be given pursuant to Section 7 of the License Agreement, shall be sent to _________________________ at the following:
Email address: ___________________ Phone Number: ______________________ Text Notifications: _______________________
In addition, in the event of an emergency, PG&E shall contact the following persons in the order set forth below:
________________________ Phone: __________________________ ________________________ Phone: __________________________ Weekends and After Hours: ________________________
TO PG&E:
Any notice to PG&E, including the notice pursuant to Section 7 of the License Agreement shall be sent to Jessica Melton at the following email address:
[email protected], cc’ing [email protected].
PG&E contacts for use during emergency use and post emergency for claims and reimbursements:
CRC Help Line: 916-760-5369
Jessica Melton, Land Consultant, PG&E
(925) 655-7085 – cell
[email protected] – email
Alex Grant, Program Manager, PG&E
(707) 331-2466 – cell
[email protected] – email
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EXHIBIT C