Loading...
HomeMy WebLinkAboutPacific Gas & Electric (PG&E) 2011-01-19AGREEMENT NO. C ©O-- C )t I STREETLIGHT LICENSE AGREEMENT THIS AGREEMENT is made and entered into on January 19, 2011 by and between the CITY OF UKIAH a general law municipal corporation, ("CITY" herein) and PACIFIC GAS AND ELECTRIC COMPANY, a California corporation ("PG&E" herein) each being referred to individually as a "Party" and collectively as the "Parties." RECITALS WHEREAS, CITY owns, operates and maintains certain streetlight facilities located in the geographic areas within the political jurisdiction of CITY; and WHEREAS, PG&E desires to enter into an Agreement for the attachment of certain utility infrastructure support equipment used for the operation and maintenance of PG&E's SmartMeter network, to CITY's existing streetlight poles; and WHEREAS, PG&E's SmartMeter equipment consists of certain utility infrastructure support equipment including, but not limited to, a data collector unit, two whip antennas, coaxial cable and photovoltaic adaptor ("SmartMeter Equipment"); and WHEREAS, it is understood and agreed that this Agreement will permit the placement of the SmartMeter equipment on certain of CITY's existing streetlight poles; and WHEREAS, CITY is willing to grant PG&E a non-exclusive, revocable license for the attachment of the SmartMeter Equipment to CITY streetlight poles, subject to the terms and conditions set forth in this License Agreement. NOW, THEREFORE, incorporating the foregoing recitals herein, the Parties agree as follows: 1. EFFECTIVE TERM OF AGREEMENT. This Agreement shall be and remain until terminated in accordance with paragraph 21. 2. STREETLIGHT LICENSE. CITY does hereby confer on PG&E a non-exclusive, revocable license to attach, replace, operate, maintain, and use SmartMeter Equipment to certain photocells, support arms and streetlight pole(s) owned by CITY. Permission to attach to CITY-owned streetlight facilities shall be memorialized in the form of the Streetlight Permit, attached to this Agreement as Exhibit "A," and incorporated herein by reference. The specific locations for which a Streetlight Permit is requested are included in Exhibit A, and are those Page 1 of 8 specific locations that the Parties hereby agree are covered by this Agreement as of the date the Streetlight Permit is executed. 3. LICENSE FEE. As its entire consideration for the rights granted herein, PG&E shall pay to CITY a one-time Seven Hundred and Eighty DOLLAR ($780) up front payment for each street light pole to which PG&E attaches its SmartMeter Equipment. 3.1 PG&E shall pay CITY a pro-rata portion of the Seven Hundred and Eighty ($780) dollar attachment fee for all additional attachments installed under the terms of this agreement. 3.2 All payment obligations associated with the renewals of this agreement under §1.1 will be prorated in accordance with the payment obligations of §3 herein. 3.3 PG&E will provide a revised list of locations ("Exhibit A") as poles are added or deleted. 4. ADDITIONAL LOCATIONS. Prior to installing any SmartMeter Equipment on any additional CITY-owned street light poles, other than the locations identified in Exhibit "A", PG&E will submit to CITY a revised Exhibit "A" seeking permission to install such additional SmartMeter Equipment on specified CITY-owned street light poles. 4.1 CITY will use its best commercially reasonable efforts to respond, in writing, to each request submitted by PG&E within twenty (20) business days; provided that CITY is not required to approve, in whole or part. 4.2 Each location approved by the CITY shall be memorialized in a Street Light Permit in the form of Exhibit "A" to this Agreement, and shall be incorporated by reference herein at the time it is executed and delivered. 4.3 PG&E may, from time to time, replace, modify, update and/or reposition on the same street light pole existing SmartMeter Equipment without seeking CITY's prior approval and without incurring additional fees. 5. SAFETY PRECAUTIONS. PG&E shall perform all work on CITY- owned streetlight facilities in a workmanlike manner and in compliance with applicable federal, state, and local laws, rules and regulations. All work on such streetlight facilities shall be performed by PG&E's personnel or contractor operating from either a ladder or bucket truck. 6. NON-INTERFERENCE. PG&E shall install, operate and maintain the SmartMeter Equipment in such manner that it does not interfere with the City's use of the streetlight facilities on which the PG&E equipment is licensed or any other Page 2 of 8 City property, facilities or equipment. City shall provide PG&E with written notice, if its equipment or its use causes such interference. Within ten (10) days that such notice is given, PG&E shall take such steps as are necessary to avoid or discontinue such interference. If PG&E fails to take such steps within the required time period, the City may terminate this license immediately or take such steps at PG&E's expense as are necessary to avoid or discontinue such interference. 7. PERMITS. PG&E shall apply for and receive any encroachment or other permits required by the City for the PG&E's use of the license granted herein or the installation and use of its SmartMeter Equipment. 8. RADIO FREQUENCY EMISSION REQUIREMENTS. PG&E will operate the PG&E SmartMeter Equipment in a manner that complies with the FCC's (or any more restrictive applicable standard subsequently adopted or promulgated by a governmental agency with jurisdiction) Maximum Permissible Exposure (MPE) limits for electric and magnetic field strength and power for density for transmitters in an inhabited area. 9. REMOVAL OF SMARTMETER EQUIPMENT. CITY will use its best commercially reasonable efforts to provide PG&E ten (10) business days prior written notice of any non-emergency work that will, or may, affect the SmartMeter Equipment and/or the PG&E SmartMeter network. 9.1 In the event that CITY is required by law or unavoidable circumstance to remove any SmartMeter Equipment attached to CITY Property on an emergency basis, CITY will use its best commercially reasonable efforts to notify PG&E of such circumstance as soon as practicable and will take all due care in removing and storing the SmartMeter Equipment. 9.2 PG&E will provide CITY written notice within ten (10) business days of removing any SmartMeter Equipment from any CITY Property specifying the SmartMeter Equipment removed and the CITY Property from which it was removed. 9.3 PG&E will, at its expense, remove all remaining SmartMeter Equipment from CITY Property within thirty (30) days of the termination or expiration of this Agreement. 9.4 In the event that PG&E fails to remove any SmartMeter Equipment from the CITY Property in a timely manner, CITY may at PG&E's expense, remove and store such SmartMeter Equipment. 8. INDEMNITY. PG&E shall indemnify, defend, and hold harmless CITY, its officers, agents and employees from and against any and all cost, expense, liability, claims, actions, causes of action or demands whatsoever against Page 3 of 8 them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by PG&E, PG&E's employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for any such claims, damage or liabilities caused by CITY's sole and active negligence or willful misconduct. It is further understood and agreed by PG&E that its liability to the CITY shall not in any way be limited to or affected by the amount of insurance obtained and carried by the PG&E in connection with this Agreement. 9. ASSIGNMENT. Neither this Agreement, nor any interest in it, may be assigned or transferred by any party without the prior written consent of the parties, which shall not be unreasonably withheld. 10. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their administrators, representatives, successors and assigns. 11. COMPLIANCE WITH ALL LAWS. PG&E shall, at PG&E's sole cost, comply with all of the requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force. 12. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement. 13. EXHIBIT. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and the exhibit attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. The exhibit to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached. 14. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement, its interpretation and performance. 15. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement. Page 4 of 8 16. INSURANCE. PG&E shall procure and maintain for the duration of this Agreement the following types and limits of insurance or self-insurance ("basic insurance requirements") herein: 16.1 Automobile liability insurance, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than One Million Dollars ($1,000,000) per occurrence; and the policy shall: 16.1.1 Provide coverage for owned, non-owned and hired autos. 16.2 Broad form commercial general liability insurance, unless otherwise approved by the CITY's Risk Manager, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than One Million Dollars ($1,000,000) per occurrence; and the policy shall: 16.2.1 Provide contractual liability coverage for the terms of this agreement. 16.2.2 Provide products & completed operations coverage. 16.3 Workers' compensation insurance with statutory limits and employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per accident. 16.4 All policies required of PG&E shall be primary insurance as to the CITY, its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by the CITY, its mayor, council, officers, agents, employees, and designated volunteers shall be excess of the PG&E's insurance and shall not contribute with it. 16.5 Except for workers' compensation, insurance is to be placed with insurers with a Bests' rating as approved by CITY's Risk Manager, but in no event less than AN. 16.6 Unless otherwise approved by CITY's Risk Manager, all policies shall contain an endorsement providing the CITY with thirty (30) days written notice of cancellation or material change in policy language or terms. All policies shall provide that there shall be continuing liability thereon, notwithstanding any recovery on any policy. 16.7 The insurance required hereunder shall be maintained until all work required to be performed by this Agreement is satisfactorily completed as evidenced by written acceptance by the CITY. Page 5 of 8 16.8 Full compensation for all premiums which PG&E is required to pay on all the insurance described herein shall be considered as included in the prices paid for the various items of work to be performed under the Agreement, and no additional allowance will be made for additional premiums which may be required by extensions of the policies of insurance. 16.9 PG&E shall have the right to self insure with respect to any of the insurance requirements required under this Agreement. By request. PG&E shall submit a letter of self-insurance signed by a duly authorized representative. evidencing that the self-insurance program is in full force and effect and in compliance with and subject to all the terms. agreements. covenants, conditions and provisions of the Agreement. 17. MERGER AND MODIFICATION. All prior agreements between the parties are incorporated in this License Agreement which constitutes the entire agreement. Its terms are intended by the parties as a final expression of their agreement with respect to such terms as are included herein and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. The parties further intend this License Agreement constitutes the complete and exclusive statement of its terms and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding involving this License Agreement. This License Agreement may be modified only in a writing approved and signed by all the parties. 18. NEGATION OF PARTNERSHIP. CITY shall not become or be deemed a partner or joint venture with PG&E or associate in any such relationship with PG&E by reason of the provisions of this License Agreement. PG&E shall not for any purpose be considered an agent, officer or employee of CITY. 19. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time, and shall not serve to vary the terms of this Agreement. The acceptance of work or services, or payment for work or services, by CITY shall not constitute a waiver of any provisions of this Agreement. Page 6 of 8 20. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice: CITY: CITY OF UKIAH Attn: Jane Chambers, City Manager 300 Seminary Ave. Ukiah, California, 95482 PG&E: Pacific Gas and Electric Company Land and Environmental Management c/o Dawn Plise 5555 Florin Perkins Road Sacramento, CA 94015 21. TERMINATION. The parties hereto agree that either party may terminate this Agreement, as it relates to any individual location of the SmartMeter Equipment, upon one hundred eighty (180) days advance written notice to the other party. City agrees that it will not terminate this agreement within the first five (5) years and PG&E relies on this representation as a basis for the capital expenditure associated with the facility installations, unless PG & E is committed a material breach of this License Agreement. With this exception, either party may terminate this Agreement in its entirety, at any time during the term hereof by giving written notice to the other party, not less than six (6) months prior to the requested date of such termination. Any termination of this Agreement shall not relieve PG&E of any obligations, whether of indemnity or otherwise, which have accrued prior to such termination or completion of removal of PG&E's equipment, whichever is later, or which arises out of an occurrence happening prior thereto. 21.1 Except as specifically set forth herein, CITY and PG&E agree that neither Party shall terminate this Agreement in the event of an alleged non-monetary breach nor default hereunder before the defaulting Party has been given notice of and a reasonable time and opportunity to respond to and cure any such non-monetary breach or default. For purposes of the foregoing, unless otherwise expressly provided in this agreement, a reasonable time to cure any non- monetary breach or default shall be deemed to be thirty (30) days after notice, unless the nature of the default in question is such that while it is reasonably susceptible of being cured, it is not reasonably susceptible of being cured within such thirty (30) day period, in which case the curing thereof shall have commenced within such thirty (30) Page 7 of 8 day period and shall hereafter be prosecuted to completion with reasonable diligence. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first-above written. CITY OF UKIAH PACIFIC GAS & ELECTRIC COMPANY ` d o By. ichard A Gigliotti Title: Manager, Land Surveying and Acquisition Land and Environmental Management Attachment: Exhibit "A" - Streetlight License Page 8 of 8 11M PacfcGasand /pCompany. EXHIBIT A STREET LIGHT and UTILITY POLE PERMIT To: CITY OF UKIAH Street: 300 Seminary Avenue Ukiah, CA 95482 Date: In accordance with that certain Revocable Permit Agreement between the City of UKIAH ("CITY') and PG&E dated (the "Agreement's we hereby request permission to place attachments on the CITY streetlight designated below. 1. Location of the streetlights: GAS 20420 53 BETTY ST 20421 W CLAY ST 2. Schematic drawing of the attachments to be contacted under this permit are attached. Location of the streetlight shown as a • on the map attached. Permittee: Pacific Gas and Electric Company Authorizing Engineer Name: Bill Monlux Company or Department: SmartMeter Operations Address: 1850 Gateway Blvd, Concord, CA 94520 Phone # (925) 270-2819 F A ION Subject to the terms and conditions of the Agreement, you are hereby authorized to install the attachments described in this Exhibit. CITY OF UKIAH BY: Execution Date: Cam; ~J 3 zzZ~F f~<2 ~ us St ~zsw' ~l l ~ J 1 r ' ta; .ter 11. g v° ~w 5 ~i tF N~ ~a~ ~ °y ° S2 mN~ gg s ~ y Id 1m C ~~=vmi F2oN ~jt t ~W y H-Hin pNLLaWHI eeee///§/~~~~ pp 11YY yy 22 ¢ W~~ZIZO ~Nn°U~~~~~WW W<j~4W WNK ~ LLLLLL ~F~ Pome t7r g o Babcock t o l€ o c9 C, Oak Manor Of ui Of ' N Y\°use c3~ Myrtle-t n O N O _1 a) N ~c 4-- O U N IS C O Cu ^LU N ^W 2-1 m U) W 06 Cr) I..L Q iE x LU b Redwood Hwy -Redwood Hwy _ vindee Dr 0arlene orchard Ave' Lorraine St ~t lul 5 Qrchard Ave a 1; t 1 H ( Beth St O Marten ©f.r< P-~ ~ v Waugh un a .t eatie St Leslie St I, 3 , Gtay St per -St .9 i 9 { 1 ~o O, Mason St f 4 y i 99 ! m ~ l l S, Tate St 'k Y ` # A` t } ~'~.s.~ c m w r i' $t-iG $ONt j. c c i c~e)jOt) St N Sc110 pak Sty F,w i `St Barbara Court St f ~n } I`~~+1 µ st `N a N .4t 7 e.S - A S 1 O e-- ' i ore- 1 a S 1` Albright P,1 ~ ` N pQ~aJpve cnm~ G oG F j t %Aa c3 S d Gardens V -i S ring St St rk Ave Q i-telen Ave N p S Mope Oak pa i s gak St o Barnes 5t Np > '0 v ~ ~ ~a i~ ~ C { N1gh`ana pr 1 1 b'~l 7.. } i 1 f. (r S N U 0 ~Q t0 L l' 00 Z c m U Q a0 o = p ad 0 o_ C Q ~ U ~Q =L U00 oZ ~Q 00 N F- cr 0 L z5 a ~W Z ~a mL ¢1 CWa f2 O N Q zQ O ~o €o~ 0 V O m a~Z 0 Sao Eo5 U Q ~ Z ~v o c ~O U ~ WF- n¢ 0Ez N~ of V O ¢~o yz~D N O C a n h~ L C w = d ~aa 00o 00 000 L. w 0 C) o~ 0 205 o N O N N N U w ~ c rncy~ Q to mrn=a O1c510 00.2 C) a- . E (/1 Y s a~ d 47 L Y s R Y 0 O w U d s Y C O Y C d E Q a w L Y d R E N W n a a s x x w N co R co c cu cu a a C O O O N N O O OO O Q Q Y Y N N O O a a N_ f/1 ❑ ❑ N co O M O O W O _O O N M co N N N O CD O ~ V V rn 6 co M a Y Y H F CO U w U Co m 0 (0 co U co M: M: Y Y D D t5 C) D N N O O a a o N N O O N N U U J J Z Z