Loading...
HomeMy WebLinkAboutAGENDA REPORT 2020 1021 CCSA REG ITEM 09BCITY OF MOORPARK, 
CALIFORNIA City Council Meeting of October 21, 2020 ACTION Approved Staff Recommendation. (Roll Call Vote: Unanimous). BY B.Garza. B. Consider Approving Execution of License Agreements with Southern California Edison for the Use of City Facilities in Support of a Community Resource Center (CRC) during Public Safety Power Shutoff Events. Staff Recommendation: Authorize the City Manager to execute the License Agreements with Southern California Edison, in a form approved by the City Attorney. (Staff: Mackenzie Douglass) (ROLL CALL VOTE REQUIRED) Item: 9.B. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Kambiz Borhani, Finance Director BY: Mackenzie Douglass, Program Manager DATE: 10/21/2020 Regular Meeting SUBJECT: Consider Approving Execution of License Agreements with Southern California Edison for the Use of City Facilities in Support of a Community Resource Center (CRC) during Public Safety Power Shutoff Events SUMMARY Staff has received a request from Southern California Edison (SCE) to establish License Agreements that would allow SCE to set up a Community Resource Center (CRC) at city facilities during Public Safety Power Shutoff (PSPS) events. These CRCs would offer residents a place to charge electronic devices, stay cool, and receive information from SCE staff. Staff is requesting the City Council consider a presentation from a SCE Representative and approving the execution of the License Agreements. BACKGROUND In Fall 2019, electrical utility companies across the State of California, including SCE, expanded the existing practice of Public Safety Power Shutoffs (PSPS). This action was taken as a preemptive measure to reduce the risk of igniting wildfires during times of high fire danger. Consequently, many areas of Moorpark were without power for several days in October and early November 2019, leaving many residents without a means to power electronic devices, which have lately become critical tools for the dissemination of information, especially during an emergency. During the PSPS event, the Easy Fire burned within the City limits, clearly illustrating this vulnerability. SCE envisions the need to continue to employ these preemptive power shut offs in the future. In order to provide some relief to residents and provide resources and information during such events, SCE has proposed partnerships with cities to establish CRCs. Item: 9.B. 21 Honorable City Council 10/21/2020 Regular Meeting Page 2 DISCUSSION SCE has submitted the attached License Agreements for review and revision by City staff and the City Attorney. Staff has determined that the scale of the proposed CRCs are relatively small (space and seating requirements limited to 20-30 persons at a time) and can be feasibly supported by existing City facilities such as the Moorpark Community Center and the Arroyo Vista Recreation Center. Staff anticipates that the proposed CRCs can be accommodated without major impacts to existing uses, such as recreation programs, or to other anticipated emergency uses. The License Agreements propose an operational model where takedown and set up of the CRC is accomplished by City staff, using existing City equipment. The CRC would be manned by SCE staff during hours of operation, who would be responsible for distributing information and supplies, as well as providing for the security of the CRC and the City facility. SCE would bear the costs for the use of city facilities as CRCs. At this time, City staff is considering siting the CRC in the Citrus Room at the Moorpark Community Center, with the Magnolia Room at the Arroyo Vista Recreation Center available as a backup or alternate site. FISCAL IMPACT Per the License Agreements, SCE will pay the City $1,500 per day, per PSPS event to offset overhead costs the City may incur, including utilities, labor to set up and break down the CRC, and access to restrooms. COUNCIL GOAL COMPLIANCE This action does not support a current strategic directive. STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED) Authorize the City Manager to execute the License Agreements with Southern California Edison, in a form approved by the City Attorney. Attachment: Community Resource Center License Agreements with Southern California Edison 22 PUBLIC SAFETY POWER SHUTOFF COMMUNITY RESOURCE CENTER LICENSE AGREEMENT Between SOUTHERN CALIFORNIA EDISON COMPANY And CITY OF MOORPARK ATTACHMENT 23 This License Agreement, together with the exhibits attached hereto (as amended, restated, extended, renewed, modified, or supplemented from time to time, collectively, the “Agreement” is made and entered into as of this __ day of ____________, 2020 (the "Effective Date") by SOUTHERN CALIFORNIA EDISON, A California corporation (“SCE”) and the City of Moorpark, California, a municipal corporation, (“Licensor”). SCE and Licensor are sometimes referred to herein individually as a “Party” and jointly as the “Parties”. R E C I T A L S: A. Licensor owns or leases certain real property in the State of California and is willing to offer this real property and services for SCE’s use as a customer resource center in connection with Public Safety Power Shutoff Events (“PSPS Events”) as defined in Section 3 below, pursuant to the terms and conditions set forth in this Agreement. B. SCE is willing to secure space and services from Licensor to use as a customer resource center in connection with PSPS Events pursuant to the terms and conditions set forth in this Agreement. C. The Parties desire to memorialize this mutual understanding and agreement for making certain of the availability of Licensor’s dedicated space and services to SCE in connection with PSPS Events. NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows: 1. License Area. The dedicated space that is the subject of this Agreement is the room currently referred to as the Citrus Room, located at Moorpark City Hall, which is located at 799 Moorpark Avenue, Moorpark, CA 93021. 2. Grant of License. Subject to the terms and conditions set forth in this Agreement, Licensor grants SCE, SCE's Representatives, and SCE's customers, the non- exclusive right to use the License Area as a customer resource center in connection with a PSPS Event, provided such License Area has regular power service at the time of the PSPS Event, together with rights of ingress and egress to and from the License Area. 3. Use. The License Area shall be available every day from 8:00 AM to 10:00 PM for up to five (5) consecutive days per PSPS Event, provided that the License Area is sufficiently staffed and not left unattended. The days (including any partial days) during which any of SCE's Activities are occurring in or on the License Area are referred to herein as ("Use Days.") During Use Days, SCE shall have the shared right with Licensor to use the License Area during the time period specified in this Section 3. SCE and its employees, contractors, agents, and representatives ("SCE's Representatives") may enter the License Area for purposes of establishing and operating a customer resource center in the case of a PSPS Event, (“PSPS Activities"). Licensor acknowledges that PSPS Activities may include the following: setting up signage, providing a smart phone charging 24 kiosk, providing water and snacks, as well as providing up-to-date information on outages to customers; and staging of equipment, supplies and materials. For purposes of this 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. 4. Event Notification. SCE shall give Licensor a minimum of 24 hours' prior notice of the date and time that SCE needs to access and use the License Area to the contacts identified by Licensor in Exhibit A. Licensor must respond to SCE’s notice and confirm availability for access and use by SCE no later than 4 hours after receipt of SCE's notice of a PSPS Event. 5. Term. This License Agreement shall be for a term of three (3) years, commencing on the Effective Date. Licensor may extend the term of this License Agreement in one (1) year increments, up to a total of two (2) years, by providing SCE with written notice of its intent to exercise an option thirty (30) days in advance of the then expiration date. Either Party may terminate the Agreement on Notice, which will be effective five (5) days after such Notice is given provided the terminating Party gives at least thirty (30) days' written Notice of the termination to the other Party. 6. License Fee. Upon the end of each month, Licensor shall send an electronic copy of the invoice to the SCE Contract Representative identified in Exhibit A for the payment of the License Fee. SCE shall, within forty-five (45) days of Licensor’s invoice to SCE, pay Licensor a fixed fee of One Thousand Five Hundred Dollars ($1,500.00) per Use Day per PSPS Event. If Licensor is not able to make License Area available for SCE’s use during any portion of the time period or hours specified in Section 3, then License Fee will be prorated accordingly. SCE shall send payment to Licensor via wire transfer or ACH. 7. Licensor’s Obligations. Licensor shall be responsible for the following: (a) Provision of the License Area including air conditioning, heating, wireless internet access, and reasonable access to restrooms; (b) Labor, equipment and materials to prepare the License Area and any necessary support elements upon notice of PSPS Event including but not limited to setup of tables, chairs, and temporary electrical outlets as identified and required in Section 8. (c) Labor required to revert the License Area space back to the condition it was in prior to its use for the PSPS Event, reasonable wear and tear excepted; (d) Incremental utility use for any extended opening hours during PSPS Event; 25 8. Use of License Area. (a) As Is. To Licensor's current actual knowledge, the License Area and the property on which License Area resides comply with all laws, including the Americans with Disabilities Act and other accessibility laws. SCE accepts the License Area "as-is," "where-is" and "with-all-faults," subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the License Area. SCE may request Licensor to perform alterations, repairs, or improvements to the License Area unrelated to applicable laws, but SCE understands and agrees that Licensor shall not be obligated to make any such alterations, repairs or improvements at any time. (b) General Provisions. The demised License Area shall be of sufficient size to comfortably accommodate up to twenty (20) people at any time. Licensor shall ensure the space is clean, with appropriate lighting and ventilation including air conditioning, heating, and access to restrooms. Operation of the License Area shall not interfere with any previously scheduled activities. (c) Operation During PSPS Event. Licensor shall have at least one point of contact for SCE staff with whom to coordinate PSPS Activities. Licensor shall provide three (3) eight-foot folding tables and twenty (20) folding chairs at each PSPS Event. (d) Security. SCE may provide security personnel as needed for the duration of the PSPS Event. (e) Restoration. SCE shall exercise reasonable care in the conduct of PSPS Activities in the License Area. Upon SCE's ceasing to use the License Area in connection with a particular PSPS Event, SCE shall remove all SCE signage, charging kiosk(s) and other supplies and materials and personal property of SCE and SCE's Representatives. (f) Safe Condition. Licensor shall maintain the License Area in a good, clean, safe and sanitary condition during Use Days. (g) Lawful Use Only. SCE shall not use the License Area or permit anything to be done in or about the License Area during Use Days that will in any way conflict with any law, statute, zoning restriction, ordinance or governmental rule or regulation or requirement relating to the use or occupancy of the License Area. During Use Days, SCE shall not allow the License Area to be used for any unlawful or objectionable purpose, nor shall SCE cause, maintain or permit any nuisance in, on or about the License Area. (h) Mechanic's Liens. SCE 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 SCE or at SCE's request or for SCE's benefit. If any mechanic's liens are placed on the Property in connection with SCE's use or SCE's Activities, 26 SCE 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. 9. Conflict. In the event that the License Area is requisitioned on an emergency basis by an Emergency Response Agency, such as CalFire, CAL-OES, the Ventura County Fire Department, Ventura County Sherriff’s Department or other agency, the Licensor shall retain the authority to cancel or modify the use of the License Area at any time and without advance notice. In the case of any such event, the Licensor shall make every reasonable effort to notify SCE of the cancellation or modification of the Use Day. 10. Notices. All notices under this Agreement shall be made in accordance with Exhibit A. Notices must, unless otherwise specified herein, be in writing and may be delivered by hand delivery, first class United States mail, overnight courier service, or e-mail. Notice provided in accordance with this Section 10 will be deemed given as follows: (a) Notice by e-mail or hand delivery will be deemed given at the close of business on the day actually received if received during business hours on a business day, and otherwise will be deemed given at the close of business on the next business day. (b) Notice by overnight United States mail or courier service will be deemed given on the next business day after such Notice was sent out; (c) Notice by first class United States mail will be deemed given two (2) business days after the postmarked date; Notices will be effective on the date deemed given, unless a different date for the Notice to go into effect is stated in another section of this Agreement. A Party may change its designated representatives, addresses and other contact information by providing Notice of same in accordance herewith. All Notices, requests, invoices, statements, or payments related to this Agreement must clearly identify the fact, circumstance, request, issue, dispute or matter to which such Notice relates. 11. Limitation of Liability. In no event shall either Licensor or SCE or any of their employees, contractors, agents or representatives be liable to the other Party for any direct, indirect, consequential, special, incidental, or punitive damages under any theory of liability, including, but not limited to, tort, contract, indemnity, breach of warranty, or strict liability in connection with this Agreement. In addition, the aggregate amount of each Party’s liability or damages to the other Party in connection with this Agreement shall not exceed Ten Thousand Dollars ($10,000). This Section 11 shall survive the expiration or earlier termination of this License Agreement. 27 12. Indemnity. SCE shall indemnify, defend and hold harmless the City and its governing body, officers, agents, and employees from and against all third-Party claims, losses, actions, demands, damages, costs, expenses (including, but not limited to, reasonable attorneys' fees and court costs) (collectively, "Claims") to the extent such Claims result from SCE’s negligence or intentional or unlawful misconduct related to the SCE’s performance of this Agreement. This Section 11 shall survive the expiration or earlier termination of this License Agreement. 13. Insurance. Throughout the Term of this Agreement, SCE, and to the extent not covered by SCE’s insurance policies, its contractors and subcontractors, shall, at its own expense, provide and maintain in effect the insurance policies and limits of coverage specified in this Section 12, and such additional coverage as may be required by applicable laws, with insurance companies which are authorized to do business in the state in which the services are to be performed and which have an A.M. Best’s Insurance Rating of not less than A-, VII. The insurance requirements specified herein do not in any way limit or relieve SCE of any obligation assumed elsewhere in this Agreement, including its defense and indemnity obligations. (a) Workers’ Compensation Insurance with the statutory limits required by the state having jurisdiction over SCE’s employees. Such insurance shall include a waiver or subrogation in favor of Licensor; (b) Commercial General Liability Insurance covering all operations by or on behalf of SCE arising out of or connected with this Agreement, including coverage for bodily injury and property damage. Such insurance shall bear a per occurrence limit of One Million dollars ($1,000,000), and annual aggregate of Two Million dollars ($2,000,000). Such insurance shall (1) name Licensor as an additional insured, (2) include a waiver or subrogation in favor of the other Party, and (3) contain standard cross- liability and severability of interest provisions. (c) Commercial Automobile Liability Insurance covering bodily injury and property damage with a combined single limit of One Million dollars ($1,000,000) per occurrence. Such insurance shall cover liability arising out of SCE’s use of all owned (if any), non-owned and hired vehicles, including trailers or semi-trailers, in the performance of this Agreement. (d) Certificates of Insurance. Within fourteen (14) days after the Effective Date, and within fourteen (14) days after coverage is renewed or replaced, SCE shall furnish to Licensor certificates of insurance evidencing the coverage required in this Section 12. All deductibles and self-insured retentions applicable to the insurance in Section 12 shall be paid by SCE. SCE, or its insurance broker or agent, shall provide Licensor with at least thirty (30) days’ prior written Notice in the event of cancellation of coverage. Receipt of documents that 28 do not comply with the requirements stated herein, shall not limit or relieve SCE of the duties and responsibility of maintaining insurance in compliance with the requirements in this Section 12 and shall not constitute a waiver of any of the requirements in this Section 12. (e) SCE may self-insure the insurance requirements of this Section and shall provide proof of self-insurance. 14. Miscellaneous. (a) Governing Law. This Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California. (b) No Waiver. Any waiver with respect to any provision of this 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 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 Agreement. (c) Counterparts. This 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. (d) Authority. Each Party to this Agreement warrants to the other that it has the right and authority to enter into and to perform its obligations under this Agreement, without the consent of any third Party, and that the person signing below is authorized to bind such Party. (e) Rules of Construction. All references to time shall be in Pacific Daylight Time when California observes Daylight Savings time and Pacific Standard Time otherwise, unless otherwise stated. (f) Exhibits and Entire Agreement. Exhibit A attached to this Agreement are a part hereof and incorporated herein by this reference. This Agreement may not be amended, except by a written agreement executed by both Parties. (g) Electronic Signatures. This 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 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 Agreement as if it were an original manually executed signature page. 29 (h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors, and assigns of each Party. (i) Entire Agreement. This 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 Agreement may not be amended, except by a written agreement executed by both Parties. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below each signature, effective upon the Effective Date first written above. LICENSEE SOUTHERN CALIFORNIA EDISON, a California corporation By: Name: Michael Bushey Title: Director, Customer Programs & Services Date: LICENSOR CITY OF MOORPARK, a California Municipal Corporation By: Name: Troy Brown Title: City Manager Date: 30 EXHIBIT A NOTICES CITY OF MOORPARK (“Licensor”) SOUTHERN CALIFORNIA EDISON COMPANY (“SCE”) Unless otherwise specified, all Notices are deemed provided in accordance with Section 9 if made to the address and phone numbers provided below: Unless otherwise specified, all Notices are deemed provided in accordance with Section 9 if made to the address and phone numbers provided below: Contract Administration: Attn: Mack Douglass Street: 799 Moorpark Ave. City: Moorpark, CA, 93021 Phone: (805) 517-6241 e-mail: mdouglass@moorparkca.gov Contract Administration: Attn: Janice Wang Street: 1515 Walnut Grove Ave, 2B7-06 City: Rosemead, CA 91770 Phone: (626) 302-0271 e-mail: janice.wang@sce.com Payments and Invoicing: Attn: Finance Department Street: 799 Moorpark Ave. City: Moorpark, CA, 93021 Phone: (805) 517-6241 e-mail: mdouglass@moorparkca.gov Payments and Invoicing: Attn: Janice Wang Street: 1515 Walnut Grove Ave, 2B7-06 City: Rosemead, CA 91770 Phone: (626) 302-0271 e-mail: janice.wang@sce.com ACH Routing Information: N/A (payments to be made by check) ACH Routing Information: N/A Wire Transfer: (payments to be made by check) Wire Transfer: N/A PSPS Event Notification Attn: Mack Douglass Phone: (805) 517-6241 Cell: (805) 358-3980 e-mail: mdouglass@moorparkca.gov PSPS Event Notification Attn: David Kaintz Phone: (626) 484-7844 e-mail: David.kaintz@sce.com with a copy to: Attn: Janice Wang e-mail: janice.wang@sce.com Attn: Jessica Lim e-mail: jessica.lim@sce.com 31 PUBLIC SAFETY POWER SHUTOFF COMMUNITY RESOURCE CENTER LICENSE AGREEMENT Between SOUTHERN CALIFORNIA EDISON COMPANY And CITY OF MOORPARK 32 This License Agreement, together with the exhibits attached hereto (as amended, restated, extended, renewed, modified, or supplemented from time to time, collectively, the “Agreement” is made and entered into as of this __ day of ____________, 2020 (the "Effective Date") by SOUTHERN CALIFORNIA EDISON, A California corporation (“SCE”) and the City of Moorpark, California, a municipal corporation, (“Licensor”). SCE and Licensor are sometimes referred to herein individually as a “Party” and jointly as the “Parties”. R E C I T A L S: A. Licensor owns or leases certain real property in the State of California and is willing to offer this real property and services for SCE’s use as a customer resource center in connection with Public Safety Power Shutoff Events (“PSPS Events”) as defined in Section 3 below, pursuant to the terms and conditions set forth in this Agreement. B. SCE is willing to secure space and services from Licensor to use as a customer resource center in connection with PSPS Events pursuant to the terms and conditions set forth in this Agreement. C. The Parties desire to memorialize this mutual understanding and agreement for making certain of the availability of Licensor’s dedicated space and services to SCE in connection with PSPS Events. NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows: 1. License Area. The dedicated space that is the subject of this Agreement is the room currently referred to as the Magnolia Room, located at the Arroyo Vista Recreation Center, which is located at 4550 Tierra Rejada Road, Moorpark, CA 93021. 2. Grant of License. Subject to the terms and conditions set forth in this Agreement, Licensor grants SCE, SCE's Representatives, and SCE's customers, the non- exclusive right to use the License Area as a customer resource center in connection with a PSPS Event, provided such License Area has regular power service at the time of the PSPS Event, together with rights of ingress and egress to and from the License Area. 3. Use. The License Area shall be available every day from 8:00 AM to 10:00 PM for up to five (5) consecutive days per PSPS Event, provided that the License Area is sufficiently staffed and not left unattended. The days (including any partial days) during which any of SCE's Activities are occurring in or on the License Area are referred to herein as ("Use Days.") During Use Days, SCE shall have the shared right with Licensor to use the License Area during the time period specified in this Section 3. SCE and its employees, contractors, agents, and representatives ("SCE's Representatives") may enter the License Area for purposes of establishing and operating a customer resource center in the case of a PSPS Event, (“PSPS Activities"). Licensor acknowledges that PSPS Activities 33 may include the following: setting up signage, providing a smart phone charging kiosk, providing water and snacks, as well as providing up-to-date information on outages to customers; and staging of equipment, supplies and materials. For purposes of this 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. 4. Event Notification. SCE shall give Licensor a minimum of 24 hours' prior notice of the date and time that SCE needs to access and use the License Area to the contacts identified by Licensor in Exhibit A. Licensor must respond to SCE’s notice and confirm availability for access and use by SCE no later than 4 hours after receipt of SCE's notice of a PSPS Event. 5. Term. This License Agreement shall be for a term of three (3) years, commencing on the Effective Date. Licensor may extend the term of this License Agreement in one (1) year increments, up to a total of two (2) years, by providing SCE with written notice of its intent to exercise an option thirty (30) days in advance of the then expiration date. Either Party may terminate the Agreement on Notice, which will be effective five (5) days after such Notice is given provided the terminating Party gives at least thirty (30) days' written Notice of the termination to the other Party. 6. License Fee. Upon the end of each month, Licensor shall send an electronic copy of the invoice to the SCE Contract Representative identified in Exhibit A for the payment of the License Fee. SCE shall, within forty-five (45) days of Licensor’s invoice to SCE, pay Licensor a fixed fee of One Thousand Five Hundred Dollars ($1,500.00) per Use Day per PSPS Event. If Licensor is not able to make License Area available for SCE’s use during any portion of the time period or hours specified in Section 3, then License Fee will be prorated accordingly. SCE shall send payment to Licensor via wire transfer or ACH. 7. Licensor’s Obligations. Licensor shall be responsible for the following: (a) Provision of the License Area including air conditioning, heating, wireless internet access, and reasonable access to restrooms; (b) Labor, equipment and materials to prepare the License Area and any necessary support elements upon notice of PSPS Event including but not limited to setup of tables, chairs, and temporary electrical outlets as identified and required in Section 8. (c) Labor required to revert the License Area space back to the condition it was in prior to its use for the PSPS Event, reasonable wear and tear excepted; (d) Incremental utility use for any extended opening hours during PSPS Event; 34 8. Use of License Area. (a) As Is. To Licensor's current actual knowledge, the License Area and the property on which License Area resides comply with all laws, including the Americans with Disabilities Act and other accessibility laws. SCE accepts the License Area "as-is," "where-is" and "with-all-faults," subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the License Area. SCE may request Licensor to perform alterations, repairs, or improvements to the License Area unrelated to applicable laws, but SCE understands and agrees that Licensor shall not be obligated to make any such alterations, repairs or improvements at any time. (b) General Provisions. The demised License Area shall be of sufficient size to comfortably accommodate up to twenty (20) people at any time. Licensor shall ensure the space is clean, with appropriate lighting and ventilation including air conditioning, heating, and access to restrooms. Operation of the License Area shall not interfere with any previously scheduled activities. (c) Operation During PSPS Event. Licensor shall have at least one point of contact for SCE staff with whom to coordinate PSPS Activities. Licensor shall provide three (3) eight-foot folding tables and twenty (20) folding chairs at each PSPS Event. (d) Security. SCE may provide security personnel as needed for the duration of the PSPS Event. (e) Restoration. SCE shall exercise reasonable care in the conduct of PSPS Activities in the License Area. Upon SCE's ceasing to use the License Area in connection with a particular PSPS Event, SCE shall remove all SCE signage, charging kiosk(s) and other supplies and materials and personal property of SCE and SCE's Representatives. (f) Safe Condition. Licensor shall maintain the License Area in a good, clean, safe and sanitary condition during Use Days. (g) Lawful Use Only. SCE shall not use the License Area or permit anything to be done in or about the License Area during Use Days that will in any way conflict with any law, statute, zoning restriction, ordinance or governmental rule or regulation or requirement relating to the use or occupancy of the License Area. During Use Days, SCE shall not allow the License Area to be used for any unlawful or objectionable purpose, nor shall SCE cause, maintain or permit any nuisance in, on or about the License Area. (h) Mechanic's Liens. SCE 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 SCE or at SCE's request or for SCE's benefit. If any mechanic's liens are placed on the Property in connection with SCE's use or SCE's Activities, 35 SCE 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. 9. Conflict. In the event that the License Area is requisitioned on an emergency basis by an Emergency Response Agency, such as CalFire, CAL-OES, the Ventura County Fire Department, Ventura County Sherriff’s Department or other agency, the Licensor shall retain the authority to cancel or modify the use of the License Area at any time and without advance notice. In the case of any such event, the Licensor shall make every reasonable effort to notify SCE of the cancellation or modification of the Use Day. 10. Notices. All notices under this Agreement shall be made in accordance with Exhibit A. Notices must, unless otherwise specified herein, be in writing and may be delivered by hand delivery, first class United States mail, overnight courier service, or e-mail. Notice provided in accordance with this Section 10 will be deemed given as follows: (a) Notice by e-mail or hand delivery will be deemed given at the close of business on the day actually received if received during business hours on a business day, and otherwise will be deemed given at the close of business on the next business day. (b) Notice by overnight United States mail or courier service will be deemed given on the next business day after such Notice was sent out; (c) Notice by first class United States mail will be deemed given two (2) business days after the postmarked date; Notices will be effective on the date deemed given, unless a different date for the Notice to go into effect is stated in another section of this Agreement. A Party may change its designated representatives, addresses and other contact information by providing Notice of same in accordance herewith. All Notices, requests, invoices, statements, or payments related to this Agreement must clearly identify the fact, circumstance, request, issue, dispute or matter to which such Notice relates. 11. Limitation of Liability. In no event shall either Licensor or SCE or any of their employees, contractors, agents or representatives be liable to the other Party for any direct, indirect, consequential, special, incidental, or punitive damages under any theory of liability, including, but not limited to, tort, contract, indemnity, breach of warranty, or strict liability in connection with this Agreement. In addition, the aggregate amount of each Party’s liability or damages to the other Party in connection with this Agreement shall not exceed Ten Thousand Dollars ($10,000). This Section 11 shall survive the expiration or earlier termination of this License Agreement. 36 12. Indemnity. SCE shall indemnify, defend and hold harmless the City and its governing body, officers, agents, and employees from and against all third-Party claims, losses, actions, demands, damages, costs, expenses (including, but not limited to, reasonable attorneys' fees and court costs) (collectively, "Claims") to the extent such Claims result from SCE’s negligence or intentional or unlawful misconduct related to the SCE’s performance of this Agreement. This Section 11 shall survive the expiration or earlier termination of this License Agreement. 13. Insurance. Throughout the Term of this Agreement, SCE, and to the extent not covered by SCE’s insurance policies, its contractors and subcontractors, shall, at its own expense, provide and maintain in effect the insurance policies and limits of coverage specified in this Section 12, and such additional coverage as may be required by applicable laws, with insurance companies which are authorized to do business in the state in which the services are to be performed and which have an A.M. Best’s Insurance Rating of not less than A-, VII. The insurance requirements specified herein do not in any way limit or relieve SCE of any obligation assumed elsewhere in this Agreement, including its defense and indemnity obligations. (a) Workers’ Compensation Insurance with the statutory limits required by the state having jurisdiction over SCE’s employees. Such insurance shall include a waiver or subrogation in favor of Licensor; (b) Commercial General Liability Insurance covering all operations by or on behalf of SCE arising out of or connected with this Agreement, including coverage for bodily injury and property damage. Such insurance shall bear a per occurrence limit of One Million dollars ($1,000,000), and annual aggregate of Two Million dollars ($2,000,000). Such insurance shall (1) name Licensor as an additional insured, (2) include a waiver or subrogation in favor of the other Party, and (3) contain standard cross- liability and severability of interest provisions. (c) Commercial Automobile Liability Insurance covering bodily injury and property damage with a combined single limit of One Million dollars ($1,000,000) per occurrence. Such insurance shall cover liability arising out of SCE’s use of all owned (if any), non-owned and hired vehicles, including trailers or semi-trailers, in the performance of this Agreement. (d) Certificates of Insurance. Within fourteen (14) days after the Effective Date, and within fourteen (14) days after coverage is renewed or replaced, SCE shall furnish to Licensor certificates of insurance evidencing the coverage required in this Section 12. All deductibles and self-insured retentions applicable to the insurance in Section 12 shall be paid by SCE. SCE, or its insurance broker or agent, shall provide Licensor with at least thirty (30) days’ prior written Notice in the event of cancellation of coverage. Receipt of documents that 37 do not comply with the requirements stated herein, shall not limit or relieve SCE of the duties and responsibility of maintaining insurance in compliance with the requirements in this Section 12 and shall not constitute a waiver of any of the requirements in this Section 12. (e) SCE may self-insure the insurance requirements of this Section and shall provide proof of self-insurance. 14. Miscellaneous. (a) Governing Law. This Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California. (b) No Waiver. Any waiver with respect to any provision of this 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 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 Agreement. (c) Counterparts. This 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. (d) Authority. Each Party to this Agreement warrants to the other that it has the right and authority to enter into and to perform its obligations under this Agreement, without the consent of any third Party, and that the person signing below is authorized to bind such Party. (e) Rules of Construction. All references to time shall be in Pacific Daylight Time when California observes Daylight Savings time and Pacific Standard Time otherwise, unless otherwise stated. (f) Exhibits and Entire Agreement. Exhibit A attached to this Agreement are a part hereof and incorporated herein by this reference. This Agreement may not be amended, except by a written agreement executed by both Parties. (g) Electronic Signatures. This 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 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 Agreement as if it were an original manually executed signature page. 38 (h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors, and assigns of each Party. (i) Entire Agreement. This 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 Agreement may not be amended, except by a written agreement executed by both Parties. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below each signature, effective upon the Effective Date first written above. LICENSEE SOUTHERN CALIFORNIA EDISON, a California corporation By: Name: Michael Bushey Title: Director, Customer Programs & Services Date: LICENSOR CITY OF MOORPARK, a California Municipal Corporation By: Name: Troy Brown Title: City Manager Date: 39 EXHIBIT A NOTICES CITY OF MOORPARK (“Licensor”) SOUTHERN CALIFORNIA EDISON COMPANY (“SCE”) Unless otherwise specified, all Notices are deemed provided in accordance with Section 9 if made to the address and phone numbers provided below: Unless otherwise specified, all Notices are deemed provided in accordance with Section 9 if made to the address and phone numbers provided below: Contract Administration: Attn: Mack Douglass Street: 799 Moorpark Ave. City: Moorpark, CA, 93021 Phone: (805) 517-6241 e-mail: mdouglass@moorparkca.gov Contract Administration: Attn: Janice Wang Street: 1515 Walnut Grove Ave, 2B7-06 City: Rosemead, CA 91770 Phone: (626) 302-0271 e-mail: janice.wang@sce.com Payments and Invoicing: Attn: Finance Department Street: 799 Moorpark Ave. City: Moorpark, CA, 93021 Phone: (805) 517-6241 e-mail: mdouglass@moorparkca.gov Payments and Invoicing: Attn: Janice Wang Street: 1515 Walnut Grove Ave, 2B7-06 City: Rosemead, CA 91770 Phone: (626) 302-0271 e-mail: janice.wang@sce.com ACH Routing Information: N/A (payments to be made by check) ACH Routing Information: N/A Wire Transfer: (payments to be made by check) Wire Transfer: N/A PSPS Event Notification Attn: Mack Douglass Phone: (805) 517-6241 Cell: (805) 358-3980 e-mail: mdouglass@moorparkca.gov PSPS Event Notification Attn: David Kaintz Phone: (626) 484-7844 e-mail: David.kaintz@sce.com with a copy to: Attn: Janice Wang e-mail: janice.wang@sce.com Attn: Jessica Lim e-mail: jessica.lim@sce.com 40