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HomeMy WebLinkAboutD-23-003 - L-043 Agreement with SCE for Huntington Lake Cabin.pdf DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) COUNTY OF FRESNO L I C E N S E AGREEMENT INDEX OF AR TICLES 1. USE 2. TERM 3. CONSIDERATION 4. INSURANCE 5. LICENSER'S USE OF THE PROPERTY 6. LICENSEE'S IMPROVEMENTS 7. LICENSEE'S PERSONAL PROPERTY 8. HEIGHT LIMITATIONS AND VERTICAL CLEARANCES 9. ACCESS AND CLEARANCES 10. PARKING 11. WEEDS, BRUSH, RUBBISH AND DEBRIS (WEED ABATEMENT) 12. FLAMMABLES, WASTE AND NUISANCES 13. PESTICIDES AND HERBICIDES 14. HAZARDOUS WASTE 15. SIGNS 16. FENCING AND EXISTING FIXTURES 17. PARKWAYS AND LANDSCAPING 18. IRRIGATION EQUIPMENT 19. UNDERGROUND TANKS 20. UNDERGROUND FACILITIES 21. UTILITIES 22. TAXES, ASSESSMENTS AND LIENS 23. EXPENSE 24.ASSIGNMENTS 25. COMPLIANCE WITH LAW 26. GOVERNING LAW 27. INDEMNIFICATION 28.TERMINATION 29. EVENTS OF DEFAULT 30. REMEDIES 31. LICENSEE'S PERSONAL PROPERTY UPON TERMINATION OR EXPIRATION 32. LIMITATION OF LIABILITY 33. NON-POSSESSORY INTEREST 34.WAIVER 35.AUTHORITY 36. ELECTRIC AND MAGNETIC FIELDS os Initial L.L. ) 7 ) or/Licensee -1- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) 37. INDUCED VOLTAGES 38. NOTICES 39. RECORDING 40. COMPLETE AGREEMENT 41. SIGNATURE AUTHORITY 42. SURVIVAL APPENDIX: GUIDELINES FOR STANDARD LICENSEE IMPROVEMENTS ADDENDUM(S) C.0 Initial ( )f( ) icensor/Licensee -2- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) LICENSE AGREEMENT THIS AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized under the laws of the State of California,called"Licensor", and COUNTY OF FRESNO, a political subdivision of the State of California, called "Licensee"; WITNESSETH: That Licensor, for and in consideration of the faithful performance by Licensee of the terms, covenants and agreements hereinafter set forth to be kept and performed by Licensee, does hereby give to Licensee the license to use that certain real property solely for the purpose hereinafter specified, upon and subject to the terms, reservations, covenants and conditions hereinafter set forth, hereinafter designated as "Property" on the Exhibit "A" attached hereto and made a part hereof, being a portion of Assessor's Parcel Number 110-070-17U, situated in the City of Shaver Lake, County of Fresno, State of California, subject to any and all covenants, restrictions, reservations, exceptions, rights and easements, whether or not of record. Acknowledgment of License and Disclaimer of Tenancy Licensee acknowledges and agrees that the License constitutes a limited, revocable, non-possessory, personal and non-assignable privilege to use the Property solely for those permitted uses and activities expressly identified in the Agreement (the "License Privilege"). Licensee further acknowledges and agrees that: • The consideration paid by Licensee pursuant to Article 3 of the Agreement is consistent with the value of the rights comprising the License Privilege; the consideration is not consistent with the higher market value for a greater right, privilege or interest (such as a lease) in the Property or similarly situated parcels. • Licensee is not a tenant or lessee of Licensor and holds no rights of tenancy or leasehold in relation to the Property. • The Agreement and/or any prior and/or future acts or omissions of Licensor shall not create (or be construed as creating) a leasehold, tenancy or any other interest in the Property. Licensor may terminate the License and revoke the License Privilege at any time, subject, if applicable, to a notice period agreed upon by the parties, as more particularly set forth in the Agreement. • In consideration of Licensor's grant of the License, Licensee specifically and expressly waives, releases and relinquishes any and all right(s) to assert any claim of right, privilege or interest in the Property other than the License. • Licensee further acknowledges and agrees that without the representations and agreements set forth herein, Licensor would not enter into the Agreement. DS Initial ( )r� - / ) Licensor/Licensee -3- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) 1. Use: Licensee will use the Property for access for living accommodations/dam tenders cabin purposes only. Licensor makes no representation, covenant,warranty or promise that the Property, and any fixtures thereon, are fit or suitable for any particular use, including the use for which this Agreement is made and Licensee is not relying on any such representation, covenant, warranty or promise. Licensee's use of the property for any other purpose and/or failure to utilize the Property in accordance with this License as determined by the Licensor in its sole discretion will be deemed a material default and grounds for immediate termination of this Agreement in accordance with Articles 28 and/or 30. 2. Term: Unless otherwise terminated as provided herein, this Agreement will be in effect for a term of five (5) years commencing on the first day of May, 2023 and ending on the last day of April, 2028. Licensee acknowledges that this Agreement does not entitle Licensee to any subsequent agreement, for any reason whatsoever, regardless of the use Licensee makes of the Property, the improvements Licensee places on or makes to the Property, or for any other reason. 3. Consideration: Licensee will pay to Licensor the sum of One Thousand Three Hundred Eighty-Four and 23/100 Dollars ($1,384.23) upon the execution and delivery of this Agreement, with subsequent annual payments, as described in the table below. Payment to Licensor must be in the form of a check or money order payable to Southern California Edison Company. No cash payments will be accepted by Licensor. Payment schedule: Year Term Yearly Payment Due Amount First Day Of First Year 2023 $1,384.23 May Second Year 2024 $1,425.75 May Third Year 2025 $1,468.53 May Fourth Year 2026 $1,512.58 May Fifth Year 2027 $1,557.96 May All accounts not paid by the agreed upon due date may be subject to a late fee of up to 20% of the amount that was due on the date. All payments subsequent to the initial payment will be paid to the Southern California Edison Company, Post Office Box 800 Rosemead, California, 91770, and Attention: Corporate Accounting Department - Accounts Receivable. 4. Insurance: During the term of this Agreement, Licensee shall maintain the following insurance: (a) Workers'Compensation with statutory limits, under the laws of the State of California and Employer's Liability with limits of not less than $1,000,000.00 each accident, disease/each employee, and disease/policy limit. Licensee shall require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees, except for any liability resulting from the willful or grossly negligent acts of the Licensor. DS Initial CC )/(� ) Licensor/Licensee -4- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) (b) Commercial General Liability Insurance, including contractual liability and products liability, with limits not less than$1,000,000.00 per occurrence and $1,000,000.00 in the aggregate. Such insurance shall: (i) name Licensor, its officers, agents and employees as additional insureds, but only for Licensee's negligent acts or omissions; (ii) be primary for all purposes and (iii) contain separation of insureds or cross-liability clause, and (iv) require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees, except for any liability resulting from the willful or grossly negligent acts of the Licensor. (c) Commercial Automobile Liability insurance with a combined single limit of$1,000,000.00. Such insurance shall cover the use of owned, non-owned and hired vehicles on the Property. The failure to maintain such insurance may be deemed by Licensor a material default of this Agreement and grounds for immediate termination pursuant to Articles 28 and/or 30. Licensee shall provide Licensor with proof of such insurance by submission of certificates of insurance, pursuant to Article 38 "Notices", at least ten days prior to the effective date of this Agreement, and thereafter at least ten days prior to each insurance renewal date. Licensee must provide Licensor at least thirty (30) days notice before any such insurance will be canceled, allowed to expire, or materially reduced. However, in the event insurance is canceled for the non-payment of a premium, Licensee must provide to Licensor at least ten (10) days' prior written notice before the effective date of cancellation. The required insurance policies shall be maintained with insurers reasonably satisfactory to Licensor, and shall be primary and non-contributory with any insurance or self-insurance maintained by Licensor. 5. Licensor's Use of the Property: Licensee agrees that Licensor, its successors and assigns, have the right to enter the Property, at all times, for any purpose, and the right to conduct any activity on the Property. Licensor shall have the right to enter the cabin/living accommodations during business hours (8am to Spin) only, with 24-hrs advance written notice to Licensee. Exercise of these rights by Licensor, its successors and assigns, will not result in compensation to Licensee for any damages whatsoever to personal property, structures, and/or crops located on the Property, nor shall Licensee be entitled to any compensation for any loss of use of the Property or a portion thereof, and/or any related damages, as a result of Licensor's activities under this Article. 6. Licensee's Improvements: Licensee must submit, for Licensor's prior written approval, complete improvement plans, including, but not limited to, grading, lighting, landscaping, grounding, and irrigation plans, - identifying all existing and proposed improvements, a minimum of sixty (60) days prior to making any use of the Property. Licensee's conceptual plans for proposed improvements shall be developed in accordance with the guidelines contained in the Appendix to this License. It is understood and agreed that the general guidelines contained in the Appendix are intended to provide a framework for the development of conceptual plans only; and that Licensor may modify or add to the conditions contained in the Appendix hereto, based on individual site characteristics, Licensor's existing or potential operating needs or Licensee's proposed use(s). Licensee must submit, for Licensor's prior written approval plans for any modifications to such improvements. Written approval may be modified and/or rescinded by Licensor for any reason whatsoever. To the extent Licensor reviews and/or approves any improvement plans, Licensor is doing so only for purposes of determining whether said improvements are compatible with Licensor's use of the Property. Under no circumstances shall such review and/or approval be construed as a warranty,representation, or promise that the Property is fit for the proposed improvements, or that said improvements comply with Ds Initial Li L )/en or/Licensee -5- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) any applicable city, state, or county building requirements, other legal requirements, or the generally accepted standard of care. At any time, Licensor may require Licensee to modify and/or remove any or all such previously approved improvements at Licensee's risk and expense and without compensation from Licensor. Licensor is not required, at any time, to make any repairs, improvements, alterations, changes or additions of any nature whatsoever to the Property and/or any fixtures thereon. Licensee expressly acknowledges that any expenditures or improvements will in no way alter Licensor's right to terminate in accordance with Articles 28, and/or 30. 7. Licensee's Personal Property: (i) Licensor grants Licensee permission to place Licensee's personal property on the Property consistent with the use identified in Article 1 and other terms of this Agreement. Such permission granted by Licensor shall be revoked upon the earlier of the terminationor expiration of this Agreement. All equipment and other property brought, placed or erected on the Property by Licensee shall be and remain the property of Licensee, except as otherwise set forth herein. Licensee shall be responsible for any damage to the Property and/or Licensor's personal property arising out of Licensee's activities on the Property, including its use and/or removal of Licensee's personal property. Licensee further acknowledges and agrees that Licensor is not responsible for Licensee's personal property during the effectiveness of this Agreement, or upon termination or expiration. Licensor further assumes no duty or obligation to maintain or secure Licensee's personal property at anytime. (ii) Unless as specifically provided for in an Addendum to this Agreement, Licensee shall not store on the Property, for a period longer than twenty-four (24) consecutive hours, any personal property owned by a non-party to this Agreement. Licensee will defend and indemnify Licensor, its directors, officers, agents, subcontractors, and employees, and its successors and assigns, from any and all claims, loss, damage, actions, causes of action, expenses and/or liability arising from the storage of, damage to, and/or loss of use of such non- party's personal property. 8. Height Limitations and Vertical Clearances: Any equipment used by Licensee or its agents, employees or contractors, on and/or adjacent to the Property, will be used and operated so as to maintain minimum clearances from all overhead electrical conductors as designated in the tablebelow: Vehicle/ Equipment Vertical Clearance 500 kV 35 feet 220 kV-66kV 30 feet <66kV (Distribution facilities) 25 feet Telecom 18 feet All trees and plants on the Property will be maintained by Licensee at a maximum height of fifteen (15) feet. If requested by Licensor, Licensee will remove, at Licensee's expense, any tree and/or other planting. 9. Access and Horizontal Clearances: Licensee will provide Licensor with adequate access to all of Licensor's facilities on the Property and at no time will there be any interference with the free movement of Licensor's equipment, personnel, and materials over the Property. Licensor may require Licensee to provide and maintain access roads within the Property, at a minimum usable width of sixteen InitialLDLicensor) _ r//Licensee -6- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) (16) feet, with commercial driveway aprons and curb depressions capable of supporting a gross load of forty (40) tons on a three-axle vehicle. The minimum width of all roads shall be increased on curves by a distance equal to 400/inside radius of curvature. All curves shall have a radius of not less than 50 feet measured at the inside edge of the usable road surface. Unless otherwise specified in writing by Licensor, Licensee will make no use of the area directly underneath Licensor's towers and will maintain the following minimum clearances: a. A 50-foot-radius around suspension tower legs, H-Frames and poles and 100-foot radius around dead-end tower legs, H-Frames and poles. b. A 25-foot-radius around all other poles. NOTE: Additional clearance may be required by Licensor for structures. 10. Parking: Licensee will not park, store, repair or refuel any motor vehicles or allow parking, storage, repairing or refueling of any motor vehicles on the Property unless specifically approved in a writing executed by Licensor. 11. Weeds, Brush, Rubbish and Debris (Weed Abatement): Licensee will keep the Property clean, free from weeds, brush, rubbish and debris and in a condition satisfactory to Licensor. 12. Flammables Waste and Nuisances: Unless permitted by Licensor in writing, Licensee will not, or allow others, to place, use, or store any flammable or combustible materials or waste materials on the Property or commit any waste or damage to the Property or allow any to be done. Licensee willbe responsible for the control of and will be liable for any damage or disturbance, caused by any trespasser, dust, odor, flammable or waste materials, noise or other nuisance disturbances. Licensee will not permit dogs on the Property. 13. Pesticides and Herbicides: Any pesticide or herbicide applications and disposals will be made in accordance with all Federal, State, County and local laws. Licensee will dispose of all pesticides, herbicides and any other toxic substances declared to be either a health or environmental hazard, and all materials contaminated by such substances, including but not limited to, containers, clothing and equipment, in the manner prescribed by law. 14. Hazardous Waste: Licensee will not engage in, or permit any other party to engage in, any activity on the Property that violates federal, state or local laws, rules or regulations pertaining to hazardous, toxic or infectious materials and/or waste. Licensee will indemnify and hold Licensor, its directors, officers, agents and employees, and its successors and assigns, harmless from all claims, loss, damage, actions, causes of action, expenses and/or liability arising from leaks of, spills of, and/or contamination by or from hazardous materials as defined by applicable laws or regulations, which may occur during the Agreement term (including any holdover period as may be applicable), and are attributable to the actions of, or failure to act by, Licensee (inclusive of any invitees of Licensee). 15. Signs: Licensee must obtain written approval from Licensor prior to the construction or placement of any sign, signboard or other form of outdoor advertising. Licensee shall within three (3) days from the date on which the Licensee learns of the graffiti remove any signs containing graffiti or shall otherwise remove such graffiti from the signs in a manner reasonably acceptable to Licensor. Notwithstanding any other language in this Article, Licensee shall not advertise on any sign any product, service, or good which is(i) not directly related to Licensee's use of the Property, (ii) offensive to the public, or (iii) which Licensor, in its reasonable discretion, deems objectionable. DS InitialC_ = )/icensor/Licensee -7- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) 16. Fencing and Existing Fixtures: Licensor disclaims any and all express or implied warranties for any fencing and/or other fixtures affixed to the Property, and further disclaims any liability arising from any disrepair of the same. Licensee may install fencing on the Property with prior written approval from Licensor. Such fencing will include double drive gates, in locations specified by Licensor, a minimum of twenty (20) feet in width, and designed to accommodate separate Licensor and Licensee locks. Licensee will maintain and repair all fencing and other fixtures affixed to the Property, including any grounding of the same as deemed necessary by Licensor, in a manner acceptable to Licensor. Grounding plans must be prepared and stamped by a licensed electrical engineer and submitted to Licensor. 17. Parkways and Landscaping: Licensee will keep parkway and sidewalk areas adjacent to the Property free of weeds, brush, rubbish and debris. Licensee will maintain parkways on the Property and provide landscaping that is compatible with adjoining properties and that is satisfactory to Licensor. 18. Irrigation Equipment: Any irrigation equipment located on the Property prior to the commencement of this Agreement, including but not limited to pipelines, well pumping equipment and other structures, is the property of Licensor and will remain on and be surrendered with the Property upon termination of this Agreement. Should Licensee desire to use the irrigation equipment, Licensee will maintain, operate, repair and replace, if necessary, all irrigation equipment at its ownexpense. 19. Underground and Above-Ground Tanks: Licensee will not install underground or above- ground storage tanks, as defined by any and all applicable laws or regulations, without Licensor's prior written approval. 20. Underground Facilities: Any underground facilities must be approved by Licensor pursuant to Article 6. Licensee must contact Dig Alert and comply with the applicable processes, policies and/or procedures of Dig Alert, prior to any underground installation. Any underground facilities installed or maintained by Licensee on the Property must have a minimum cover of three feet from the top of the facility and be capable of withstanding a gross load of forty (40) tons on a three-axle vehicle. Licensee will compact any earth excavated to a compaction of ninety percent (90%). Licensee will relocate its facilities at its own expense so as not to interfere with Licensor's proposed facilities. 21. Utilities: Licensee will pay all charges and assessments for, or in connection with, water, electric current or other utilities which may be furnished to or used on the Property. 22. Taxes, Assessments and Liens: Licensee will pay all taxes and assessments which may be levied upon any crops, personal property, and improvements, including but not limited to, buildings, structures, and fixtures on the Property. Licensee will keep the Property free from all liens, including but not limited to, mechanics liens and encumbrances by use or occupancy by Licensee, or any person claiming under Licensee. If Licensee fails to pay the above-mentioned taxes, assessments or liens when due, Licensor may pay the same and charge the amount to the Licensee. All accounts not paid within thirty (30) days of the agreed upon due date will be charged a "late fee" on all amounts outstanding up to the maximum rate allowed by law. 23. Expense: Licensee will perform and pay all obligations of Licensee under this Agreement. All matters or things required by Licensee will be performed and paid for at the sole cost and expense of Licensee, without obligation by Licensor to make payment or incur cost or expense for any such matters or things. LLicensor/ Initial Licensee -8- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) 24. Assignments: This Agreement is personal to Licensee, and Licensee will not assign, transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so will be void and confer no right on any third party. 25. Compliance with Law: Licensee will comply with all applicable federal, state, county and local laws, all covenants, conditions and restrictions of record and all applicable ordinances, zoning restrictions, rules, regulations, orders and any requirements of any duly constituted public authorities now or hereafter in any manner affecting the Property or the streets and ways adjacent thereto. Licensee will obtain all permits and other governmental approvals required in connection with Licensee's activities hereunder. 26. Governing Law: The existence, validity, construction, operation and effect of this Agreement and all of its terms and provisions will be determined in accordance with the laws of the State of California. 27. Indemnification: Licensee agrees to indemnify, save, hold harmless, and at Licensor's request, defend Licensor, its officers, agents and employees, from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to Licensor, its officers, agents, or employees under this License, and from any and all costs and expense, damages, liabilities, claims, losses, or actions occurring or resulting to any person, firm or corporation who may be injured or damaged by reason arising out of the use or occupancy of the Property by Licensee. 28. Termination: Licensor or Licensee may terminate this Agreement, at any time, for any reason, upon thirty (30) days notice in writing. Additionally, Licensor may immediately terminate this Agreement pursuant to Article 30. Termination does not release Licensee from any liability or obligation (indemnity or otherwise)which may have incurred. Upon termination, Licensor may immediately recover from Licensee all amounts due and owing hereunder, plus interest at the maximum rate permitted by law on such amounts until paid, as well as any other amount necessary to compensate Licensor for all the detriment proximately caused by Licensee's failure to perform its obligations under this Agreement. Licensee's continued presence after termination shall be deemed a trespass. In the event of a termination for any reason other than non-payment of the License fee, Licensor shall refund any previously collected/pre-paid License fees covering the unused portion of the remaining term, to the extent such fees exceed any offset claimed by Licensor under the Agreement 29. Events of Default: In addition to material defaults otherwise described herein, the occurrence of any of the following shall constitute a material default and breach of this Agreement by Licensee: (a) Any failure by Licensee to pay the consideration due under Article 3,or to make any other payment required to be made by Licensee when due. (b) The abandonment or vacating of the Property by Licensee. (c) Any attempted assignment or subletting of this Agreement by Licensee in violation of Article 24. LLicens:/(Xcken�see Initial -9- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) (d) The violation by Licensee of any resolution, ordinance, statute, code, regulation or other rule of any governmental agency for Licensee's activities under this Agreement. (d) Any attempt to exclude Licensor from the licensed premises. (f) The making by Licensee of any general assignment for the benefit of creditors; the appointment of a receiver to take possession of substantially all of Licensee's assets located on the Property or of Licensee's privileges hereunder where possession is not restored to Licensee within five (5) days; the attachment, execution or other judicial seizure of substantially all of Licensee's assets located on the Property or of Licensee's privileges hereunder, where such seizure is not discharged within five (5)days. (g) Any case, proceeding or other action brought against Licensee seeking any of the relief mentioned in "clause f' of this Article which has not been stayed or dismissed within thirty (30) days after the commencement thereof. (h) Any claim by Licensee that it has a possessory interest and/or irrevocable license in the Property. (i)With respect to items not otherwise listed in Article 29.a-h, the failure by Licensee to observe and perform any other provision of this Agreement to be observed or performed by Licensee. Licensor shall provide written notice of such failure and Licensee shall be considered in material default where such failure continues for a total of ten (10) or more consecutive days from the date of service of the notice upon Licensee. Further,with respect to items not otherwise listed in Article 29.a-h, Licensee shall be considered in material default should Licensee fail to observe or perform any other provision of this Agreement for more than fifteen (15) days during the entire Term of the Agreement in the aggregate, after Licensor provides an initial written notice of such failure. After providing initial notice under this provision, Licensor will not be required to provide any subsequent notice of breach of this Agreement. 30. Remedies: Notwithstanding the notice requirement in Article 28, in the event of any material default by Licensee, then in addition to any other remedies available to Licensor at law or in equity, Licensor shall have the option to immediately terminate this Agreement and all rights of Licensee hereunder by giving written notice of such immediate termination to Licensee. 31. Licensee's Personal Property Upon Termination or Expiration: In the event that this Agreement is terminated, whether termination is effected pursuant to Article 28 and/or 30, or in the event this Agreement expires pursuant to Article 2, Licensee shall, at Licensee's sole cost and expense and prior to the earlier of the effective termination date or expiration date, remove all weeds, debris, and waste from the Property and peaceably quit, surrender and restore the licensed Property to the condition it was in prior to the Licensee's use of the Property, in a manner satisfactory to Licensor. If Licensee fails or refuses to remove any of Licensee's personal property, building(s), fixture(s) or structure(s) from the Property prior to the earlier of the termination date or expiration date, said personal property, building(s), fixture(s) or structure(s) shall be deemed abandoned by the Licensee, and the Licensor shall have the right, but not the obligation, to remove, destroy, sell or otherwise dispose of them with no further notice to Licensee. Licensor shall not be required to seek and/or obtain judicial relief (including, but not limited to, the filing of an unlawful detainer action), nor shall Licensor be responsible for the value of Licensee's personal property. C°C Initial ( )f"? ) Licensor/Licensee -10- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) Licensor shall have the right to charge and recover from Licensee all costs and expenses incurred by Licensor related to (i) the removal, disposal or sale of Licensee's personal property, building(s), fixture(s) or structure(s), (ii), the removal of any waste, weeds, or debris on the Property, (iii) environmental studies and environmental remediation and/or cleanup due to violations of Section 14, herein, in Licensee's use of the Property, and (iv) the restoration of the Property to the condition it was in prior to Licensor's initial use of the Property. Licensee agrees to pay such expenses to Licensor upon demand. 32. Limitation of Liability: IN ORDER FOR LICENSEE TO OBTAIN THE BENEFIT OF THE FEE IDENTIFIED IN ARTICLE 3 WHICH INCLUDES A LESSER ALLOWANCE FOR RISK FUNDING FOR LICENSOR LICENSEE AGREES TO LIMIT LICENSER'S LIABILITY PURSUANT TO THIS AGREEMENT. AS SUCH IF LICENSEE IS ENTITLED TO ANY RELIEF FOR LICENSOR'S NEGLIGENCE FOR DAMAGE OR DESTRUCTION OF LICENSEE'S PERSONAL PROPERTY BUILDING(S), STRUCTURE(S) OR FIXTURE(S) AFTER THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, THE TOTAL LIABILITY OF LICENSOR SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO LICENSOR DURING THE TERM OF THIS AGREEMENT. FURTHER, IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CIRCUMSTANCES FOR INJURY OR DAMAGE TO LICENSEE'S BUSINESS IF ANY INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS LOSS OF RENTS OR OTHER EVENTS LOSS OF BUSINESS OPPORTUNITY LOSS OF GOODWILL OR LOSS OF USE IN EACH CASE HOWEVER OCCURRING RELATED TO THIS AGREEMENT. 33. Non-Possessory Interest: Licensor retains full possession of the Property and Licensee will not acquire any possessory interest, whether temporary, permanent, or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Licensee will make no claim to any such interest and Licensee will not claim that it has or ever had an irrevocable license in the Property. 34. Waiver: Neither party shall not be deemed to waive any provision of this Agreement orally or by conduct. Any waiver by either party of any provision of this Agreement must be in a writing signed by the waiving party. No waiver by either party of any provision shall be deemed a waiver of any other provision or of any subsequent breach by the other party of the same or any other provision. Licensor's consent to or approval of any act shall not be deemed to render unnecessary the obtaining of Licensor's consent to or approval of any subsequent act by Licensee.Licensor's acceptance of payment after providing notice of termination to Licensee shall not constitute a waiver of Licensor's termination of the Agreement. 35. Authority: This Agreement is executed subject to General Order No. 69-C of the Public Utilities Commission of the State of California dated and effective July 10, 1985, incorporated by this reference. As set forth in General Order 69-C, this License is made conditional upon the right of the Licensor either on order of the Public Utilities Commission or on Grantor's own motion to resume the use of that property (including, but not limited to the removal of any obstructions) whenever, in the interest of Licensor's service to its patrons or consumers, it shall appear necessary or desirable to do so. Licensee agrees to comply with all federal, state and local laws and regulations. This Agreement should not be construed as a subordination of Licensor's rights, title and interest in and to its fee ownership, nor should this Agreement be construed as a waiver of any of the provisions contained in said License or a waiver of any costs of relocation of affected Licensor facilities. DS Initial ELL ) icensor/Licensee -11- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) 36. Electric and Magnetic Fields ("EMF"): There are numerous sources of power frequency electric and magnetic field ("EMF"), including household or building wiring, electrical appliances and electric power transmission and distribution facilities.There have been numerous scientific studies about the potential health effects of EMF. Interest in a potential link between long-term exposures to EMF and certain diseases is based on this scientific research and public concerns. While some 40 years of research have not established EMF as a health hazard, some health authorities have identified magnetic field exposures as a possible human carcinogen. Many of the questions about diseases have been successfully resolved due to an aggressive international research program.However, potentially important public health questions remain about whether there is a link between EMF exposures in homes or work and some diseases including childhood leukemia and a variety of other adult diseases (e.g. adult cancers and miscarriages). While scientific research is continuing on a wide range of questions relating to exposures at both work and in our communities, a quick resolution of the remaining scientific uncertainties is not expected. Since Licensee plans to license or otherwise enter Licensor property that is in close proximity to Licensor electric facilities, Licensor wants to share with Licensee and those who may enter the property under this agreement, the information available about EMF. Accordingly, Licensor has attached to this document a brochure that explains some basic facts about EMF and that describes Licensor policy on EMF. Licensor also encourages Licensee to obtain other information as needed to assist in understanding the EMF regarding the planned use of this property. 37. Induced Voltages: Licensee hereby acknowledges that any structures (including, but not limited to, buildings, fences, light poles) that exist or may be constructed on the Property licensed herein, (hereinafter, the"Structures") in close proximity to one or more high voltage (66 kilovolt or above) electric transmission lines and/or substation facilities may be susceptible to induced voltages, static voltages and/or related electric fault conditions (hereinafter collectively referred to as "Induced Voltages") unless appropriate grounding or other mitigation measures are incorporated into the Structures. If not properly mitigated, Induced Voltages can cause a variety of safety and/or nuisance conditions including, but not limited to, electric shocks or other injuries to individuals contacting the Structures or other utilities connected to the Structures (including, but not limited to, natural gas lines, water lines or cable television lines), or interference with or damage to sensitive electronic equipment in or around the Structures. Measures to mitigate Induced Voltages, if required, will vary from case to case because of factors such as electric facility configuration and voltage, other utilities involved, or sensitivity of electronic equipment. Licensee will be responsible to determine what Induced Voltages mitigation measures should be undertaken regarding the Structures and to implement such mitigation measures at its sole cost and expense. Licensee agrees for itself and for its contractors, agents, licensees, invitees, and employees, to save harmless and indemnify Licensor, its parent, subsidiaries and affiliated entities and their respective officers and employees against all claims, loss, damage, actions, causes of action, expenses and/or liability arising from or growing out of loss or damage to property, including Licensee's own personal property, or injury to or death of persons, including employees of Licensee caused by or resulting from or connected to Induced Voltages on or related to the Structures. LLicensor)//�� Initial Licensee -12- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) 38. Notices: The persons and their addresses having authority to give and receive notices under this Agreement include the following: To Licensor: Southern California Edison Company Vegetation & Land Management Land Management- Northern Region 2 Innovation Way Pomona, CA 91768 To Licensee: County of Fresno 333 West Pontiac Way Clovis, CA 93612 Business Telephone No. (559) 600-1715 All notices between the Licensee and the Licensor provided for or permitted under this License must be in writing and delivered either by personal service, by first-class United States mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by personal service is effective upon service to the recipient. A notice delivered by first-class United States mail is effective three Licensee business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one Licensee business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is completed outside of Licensee business hours, then such delivery shall be deemed to be effective at the next beginning of a Licensee business day), provided that the sender maintains a machine record of the completed transmission. For all claims arising out of or related to this License, nothing in this section establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). 39. Recording: Licensee will not record this Agreement. 40. Complete Agreement: Licensor and Licensee acknowledge that the foregoing provisions and any appendix, addenda and exhibits attached hereto constitute the entire Agreement between the parties. This Agreement may not be modified, amended, contradicted, supplemented or altered in any way by any previous written or oral agreements or any subsequent oral agreements or unsigned written agreements. This Agreement may be modified or amended only by way of a writing executed by both parties. 41. Signature Authority: Each of the persons executing this Agreement warrants and represents that he or she has the full and complete authority to enter into this Agreement on behalf of the Party for which he or she is signing, and to bind said party to the agreements, covenants and terms contained herein. 42. Survival: Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. LCLicensor)t=/eeInitial -13- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) (THIS SPACE LEFT BLANK INTENTIONALLY) -DS LL Initial ( Licensor/Licensee -14- Rev8 2016-05-11 GS-JC DocuSign Envelope ID:864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate. LICENSOR: SOUTHERN CALIFORNIA EDISON COMPANY By rDocuSigned by: Q-�� 234432A3FC16436... CINDY CALEMMO Real Estate Advisor Land Management- Northern Region Vegetation & Land Management 10/12/2022 Date LICENSEE: COUNTY OF FRESNO ROBERT W. BASH, Director of Internal Services/ OCTof I,formation Officer Dat APPROVED AS TO LEGAL FORM: DANIEL C. CEDERBORG, COUNTY COUNSEL Deputy APPROVED AS TO ACCOUNTING FORM: Oscar J. Garcia, C.P.A. AUDITOR-CONTROLLER/TREASURER-TAX COLLECTOR Lsor/Licensee Initial( )/( `1r4� ) -15- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L.1167) FOR ACCOUNTING USE ONLY: Fund: 0001 Subclass: 10000 Org.: 31112414 Acct.: 7340 DS PLL Initial )�� / ) Licensor/Licensee -16- Rev8 2016-05-11 GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L1167) APPENDIX Guidelines for Standard Licensee Improvements The following criteria are provided to aid in developing a conceptual plot plan to be submitted to Southern California Edison Company herein after referred to as "Licensor" for consideration and approval prior to the start of any construction on"Licensor"property. Plans should be developed indicating the size and location of all planned improvements. The plan should specify the dimensions of all planned improvements and the distance of all planned improvements from property lines and all adjacent "Licensor" towers, poles, guy wires or other "Licensor"facilities. The plan must show the locations of all "Licensor" towers and poles, 16-foot wide access roads, main water lines and water shut-off valves, electrical service lines and parking areas. All plans must indicate adjacent streets and include a"north arrow" and the Licensee's name. SHADE STRUCTURES (Definition:A non-flammable frame covered on the top with a material designed to provide shade to aid in growing plants) 1. Shade structures must maintain minimum spacing of 50 feet between shade structure locations, should be placed perpendicular to Licensor's overhead electrical conductors (wires) unless otherwise approved in writing by Licensor, and should not exceed maximum dimensions of: a. 100 feet in length b. 50 feet in width c. 15 feet in height 2. Shade structures will not be permitted within the following areas reserved for Licensor'saccess: a. Within 2 feet from edge of 16-foot wide access roads b. 50-foot radius around suspension tower legs, H-Frames and poles c. 100-foot radius around dead-end tower legs, H-Frames and poles d. 25-foot radius around anchors/guy wires, poles and wood poles 3. Shade structures must utilize the following design: a. Temporary/slip joint construction only b. Non-flammable frame only c. Adequately grounded by a licensed electrical engineer d. Shade covering must be non-flammable and manufactured with non-hydrocarbon materials. DS Initial Licensor/Licensee - 1 - 2014.12.01 V11-GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. Ll 167) SHADEHOUSES/HOTHOUSES (Definition:A simple, non flammable, enclosed structure designed to control temperature without the benefit of heating and/or air conditioning units to aid in propagating and/or growing plants) 1. Shadehouses/hothouses must maintain minimum spacing of 50 feet between shadehouse/hothouse locations, should be placed in perpendicular to Licensor's overhead electrical conductors (wires) unless otherwise approved in writing by Licensor, and should not exceed maximum dimensions of: a. 100 feet in length b. 50 feet in width c. 15 feet in height 2. Shadehouses/hothouses will not be permitted within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16-foot wide access roads b. 50-foot radius around suspension tower legs, H-Frames and poles c. 100-foot radius around dead-end tower legs, H-Frames and poles d. 25-foot radius around anchors/guy wires, poles and wood poles 3. Shadehouses/hothouses must utilize the following design: a. Temporary/slip joint construction only b. Non-flammable frame only c. Adequately grounded by a licensed electrical engineer d. Covering must be non-flammable and manufactured with non-hydrocarbon materials GREENHOUSES (Definition:An enclosed structure designed to control temperature and/or humidity by the use of heating and/or air conditioning units to aid in propagating and/or growing plants) Greenhouses will be considered on a case-by-case basis. IRRIGATION SYSTEMS / WELLS 1. Maximum diameter of pipe: 3 inches 2. All pipe must be plastic Schedule 40 or better 3. No irrigation system will be permitted within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16-foot wide access roads b. 50 -foot radius around suspension tower legs, H-Frames and poles LDInitial lcensor/Licensee - 2 - 2014.12.01 V11-GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. L1167) c. 100-foot radius around dead-end tower legs, H-Frames and poles 4. Sprinkler and drip irrigation controllers must be located at the edge of the right of way 5. Suitable identification markers will be required on main controllers and valves 6. Locations of main shut off valve will be provided and shown on a plot plan 7. Underground facilities must have a minimum cover of three feet 8. Earth disturbed must be compacted to ninety percent (90%) LANDSCAPING 1. No trees will be permitted under the overhead electrical conductors or within 20 feet of the"drip line" of the conductors 2. Trees must have slow to moderate growth, and must be of a variety that grows to a maximum height of only 40 feet and must be maintained by the Licensee at a height not to exceed 15 feet 3. Placement of large rocks (boulders) must be approved in writing by Licensor 4. Any mounds or change of grade must be approved in writing by Licensor 5. No cactus or thorny shrubs will be permitted 6. Retaining walls, planters, etc. may be considered on a case by case basis and must be approved in writing by Licensor TRAILERS (Definition: Removable / portable office modules are not permitted without Licensor's prior permission. Trailers must meet the following criteria to be considered:Trailers must meet the following criteria: a. Must have axles and wheel and be able to be moved b. Maximum length: 40 feet c. Maximum height: 15 feet d. Maximum width: 12 feet 2. No trailers will be permitted within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16-foot wide access roads b. 50-foot radius around suspension tower legs, H-Frames and poles c. 100-foot radius around dead-end tower legs, H-Frames and poles d. 25-foot radius around anchors/guy wires, poles and wood poles e. Under or within 10 feet of the conductor "drip lines" DS Initial ' IC ensor/Licensee - 3 - 2014.12.01 vll-GS-JC DocuSign Envelope ID: 864BB59B-CD24-49DF-A5D1-743D6EB55981 SCE Doc. 77976 Att. Contract No. 9.5106 (Formerly Contract No. Ll 167) 3. Sewer or gas lines to trailers must be approved in writing by Licensor 4. Location of all electrical and telephone lines must be approved in writing by Licensor S. Electrical lines must be installed by a licensed -general contractor. 6. Trailers shall not be used for residential purposes 7. Toxic or flammable materials will not be permitted in trailers 8. Adequately grounded by a licensed -general contractor PARKING AREAS Parking areas should not be designed under the overhead electrical conductors or within 10 feet of the "drip lines"without Licensor's prior written approval. Parking spaces to be identified under the approved site plan. "No Parking" striping may be required in areas where additional clearance is required. MATERIAL STORAGE 1. If an emergency occurs, Licensee must immediately relocate all materials specified by Licensor to provide Licensor clear access to its facilities. 2. Licensee must provide Licensor with a list of material stored on the right of way 3. No toxic or flammable materials will be permitted 4. No materials shall be stored within the following areas reserved for Licensor's access: a. Within 2 feet from edge of 16-foot wide access roads b. 50 - foot radius around suspension tower legs, H-Frames and poles c. 100 - foot radius around dead-end tower legs, H-Frames and poles d. 25 feet from anchors/guy wires, poles and wood poles 5. Storage of materials not to exceed a maximum height of 15 feet 6. No storage of gasoline, diesel or any other type of fuel will be permitted 7. Any fencing around the storage areas must have Licensor's prior written approval. DS Initial ( L.L. )/"Licensee lcenso - 4 - 2014.12.01 Vll-GS-JC