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Home My WebLink AboutNew Cingular Wireless PCS, LLC 2022-08-30 COU No. 2223-096 GENERATOR SHARE AGREEMENT THIS GENERATOR SHARE AGREEMENT("Agreement") dated as of the latter of the signature dates below, is by and between the City of Ukiah ("Licensor") and New Cingular Wireless PCS,LLC,a Delaware limited liability company,having a mailing address of 1025 Lenox Park Blvd NE, Third Floor, Atlanta, GA 30319 ("Licensee"). Licensor and Licensee agree as follows: 1. Licensor hereby grants to Licensee the right to use Licensor's generator and related appurtenances at the Ukiah Civic Center located at 300 Seminary Avenue, Ukiah, CA 95482 ("Premises Area") as back-up power for Licensee's communications facility located at 300 Seminary Avenue, Ukiah, CA 95482 ("Communications Facility"). The specifications for connecting Licensee's Communications Facility to Licensor's generator are set forth in Exhibit A, attached hereto and incorporated herein by this reference. Licensee acknowledges that the Licensor's generator provides back-up power in emergencies to the Ukiah Civic Center, including critical public safety and other services during conditions that may result in the need for use of the back-up generator and, therefore, acknowledges and agrees that if for any reason the back-up generator is required for Licensee and Licensor facilities and the output from the generator is not adequate to serve all of the Licensor's need for emergency power and all or part of Licensor's back- up power requirements, Licensor's need for electricity must be satisfied and only residual power in excess thereof may be used by Licensee's Communication Facility. Licensor's generator shall be owned by Licensor and Licensee shall have the right to draw emergency power from the generator (to the extent emergency power is available) for the operation of its Communications Facility. Licensor makes no representation or warranty that emergency power shall be sufficient or adequate for Licensee's needs and Licensor shall have no liability to Licensee for failure to provide such emergency power. Licensor will conduct regular monthly generator tests,which will produce brief(1-2 second)interruptions to service. 2. Fees for Use. a. Commencing on the first day of the month following commencement of installation of the automatic transfer switch("ATS")to Licensor's generator("Commencement Date"), Licensee shall pay Licensor a use fee in the amount of Five Hundred and No/100 Dollars ($500.00) per month ("Use Fee"). In any partial month occurring after the Commencement Date, the Use Fee will be prorated. The initial Use Fee payment will be forwarded by Licensee to Licensor within forty-five(45)days after the Commencement Date. Additionally, Licensee agrees to pay a one-time fee in the amount of Twelve Thousand and No1100 Dollars ($12,000.00) to Licensor within forty-five (45) days of the Commencement D ate. The Use Fee shall be due on the 5th day of each month and shall be delinquent, if not paid by the 10th day of the month. Interest shall accrue on the unpaid balance of delinquent payments at the rate of 1.5% per month. 1 As to such government approvals, the City of Ukiah acting in its regulatory capacity, will accept and process any such applications impartially and as required by law. Subject to the provisions of this Agreement,where applicable law governs how the generator will be used, Licensee may use Licensor's generator in the manner set forth in applicable law. c. Licensor does not have any rights, duties, or responsibilities to alter, maintain, or otherwise use Licensor's generator outside of the use described in Section 1 of this Agreement. 7. Termination. Licensee may terminate this Agreement by written notice to Licensor at any time, and the Use Fee set forth in Section 2 shall not take effect or shall be cancelled, as applicable, following any such termination. Within one hundred twenty (120) days after termination of this Agreement, Licensee shall remove its equipment related to use of Licensor's generator from the Premises Area; provided that any portions of such equipment that Licensee fails to remove within such period and cessation of Licensee's operations at the Premises Area shall be deemed abandoned. In that event, Licensor shall have the option to retain the abandoned equipment or remove and dispose of it and Licensee shall pay all costs of removal and disposition. Licensee shall repair any damage, less ordinary wear and tear, to the generator and its appurtenances and the Premises Area caused by Licensee's removal activities. 8. Notices. All notices, requests, demands, and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Licensee's fee payments shall be made by check or electronic funds transfer and shall be deemed made when received by Licensor or credited to a Licensor bank account, whichever first occurs. Notices will be addressed to the parties as follows. If to LICENSOR: City of Ukiah If to LICENSEE: New Cingular Wireless PCS,LLC Attn: City Manager's Office Attn-TAG-LA 300 Seminary Ave. Re:Cell Site# CNU0967 Miah, CA 95482 Cell Site Name: Ukiah Downtown (CA) Fixed Asset M 10129956 1025 Lenox Park Blvd NE 31 Floor Atlanta,GA 30319 With copy to: New Cingular Wireless PCS,LLC Attn:Legal Department Re:Cell Site# Cell Site Name: Ukiah Downtown (CA) Fixed Asset#: 10129956 208 S.Akard Street Dallas, Texas 75202-4206 3 The copy sent to the Legal Department is an administrative step which alone does not constitute legal notice. Either party hereto may change the place for the giving of notice to it by thirty(30) days prior written notice to the other as provided herein. IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute and seal this Generator Share Agreement on the dates set forth below. LICENSOR: LICENSEE: City of Ukiah New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: By: Print Name: Sage Sangiacomo Print Name: Courtney Perillo Its: City Manager Its: Director Construction&Engineering Date: Aug 30, 2022 Date: August 30,2022 5 i EXHIBIT A (Specifications for Generator Connection) (Attached on the following pages) CITY OF UKIAH AI .ram , 410* es ti 4 1 CITY OF UKIAH 2 CIVIC CENTER • 3 4 ' AT&T Bldg. ,fi 4 AM o # 4 � 1 1) City of Ukiah Generator - CAT, 500kW 2) Electrical Room; Includes breaker for AT&T utility feed, 3) 2401120V Transformer for AT&T Building 4) Upgraded 200A Meter Panel The City's CAT 500kW generator is connected, in underground conduit, to the Automatic Transfer Switch (ATS) located in the City's Electrical Room. The Electrical Room, with a 200A breaker, feeds 208/120V to the transformer, and then feeds 2401120V to the 200A meter panel located at the AT&T Building_ The wire from the Electrical Room to the transformer is in conduit inside the building, and the wire from the transformer to the AT&T building is in underground conduit. A (*k N Public Works