HomeMy WebLinkAboutPacific Gas & Electric (PG&E) 2022-09-15COU Contract # 2223-109
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LICENSE AGREEMENT
PUBLIC SAFETY POWER SHUTOFF)
This License Agreement ("License Agreement") is made and entered into this 15th day
of September, 2022 (the "Effective Date") by CITY OF UKIAH, a California general law
municipal corporation, hereinafter called "LICENSOR," and PACIFIC GAS AND ELECTRIC
COMPANY, a California corporation, hereinafter called "PG&E." PG&E and LICENSOR are
sometimes hereinafter each singularly referred to as “PARTY” and collectively as “PARTIES”.
R E C I T A L S:
A. LICENSOR owns the certain real property commonly known as Ukiah Valley
Conference Center, located at 200 S School Street, Assessor's Parcel Number 002-261-09-00,
hereinafter called the "Property," located in the City of Ukiah, County of Mendocino, State of
California. The Property includes a parking lot ("Parking Lot") containing approximately 10+
parking spaces.
B. PG&E desires to partner with LICENSOR in connection with a Public Safety
Power Shutoff Event ("PSPS Event"). For purposes of this License Agreement, a "PSPS
Event" means the existence of one or more environmental conditions creating extreme fire
danger that results in the shutoff of power for public safety. Examples of PSPS Events include
but are not limited to red flag warnings issued by the United States National Weather Service,
low humidity levels, high winds, and dry vegetation.
C. The PARTIES desire to memorialize this mutual understanding and agreement for
making the Property available to PG&E in connection with a PSPS Event .
NOW, THEREFORE, for good and valuable consideration, LICENSOR and PG&E agree
as follows:
1. Grant of License. Subject to the terms and conditions set forth in this License
Agreement, LICENSOR grants PG&E, and its employees, contractors, agents, and
representatives ("PG&E's Representatives") and PG&E's customers the license to use the
License Area described in EXHIBIT A attached hereto (the "License Area") and certain interior
areas of the Property in connection with a PSPS Event, together with rights of ingress and egress
to and from the License Area, and the right to use certain exterior areas of the Property as set
forth below. All of the activities of PG&E and PG&E's Representatives and its Customers or
any other persons who are present in the License Area or Staging Area to utilize said areas as a
customer resource center during Use Days pursuant to this License Agreement are referred to
herein as "PG&E's Activities." The License Area may be revised to use alternative rooms .
within the Ukiah Valley Conference Center Building upon the mutual written agreement of
PG&E and Licensor’s City Manager. Upon request of the City Manager PG&E shall promptly
consider in good faith proposed revisions on a tempo rary or permanent basis considering the
City’s requirements and PG&E’s space needs.
2. Use of License Area and Interior Common Areas of the Property. During Use
Days (as defined in Section 5 below), PG&E and PG&E's Representatives and customers shall
have the exclusive right to use the License Area as a customer resource center. Services to be
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provided in the License Area may include, among other things, providing PG&E customers with
water and snacks and the ability to charge phones and get up -to-date information on outages.
PG&E and PG&E's Representatives shall have the right to set up tables and chairs in the License
Area. In addition to the exclusive use of the License Area, PG&E and PG&E's Representatives
and customers shall have the nonexclusive right, during Use Days, to use lobbies, hallways,
stairways, elevators (if operational), restrooms, and other interior common areas of the Property.
PG&E and PG&E's Representatives shall also have the right to install temporary directional
signage in the common areas of the Property.
3.Staging Area; Parking.
a) Staging Area. During Use Days, PG&E and PG&E's Representatives
shall have the exclusive right to use the exterior area of the Property shown on EXHIBIT A (the
Staging Area") to support the operation of an indoor customer resource center in the case of a
PSPS Event. PG&E and PG&E's Representatives shall have the right to set up tents, install
trailers, portable toilets, fencing, and temporary signage, park mobile vehicle units and other
vehicles, and deliver and stage equipment, supplies and materials in the Staging Area.
b) Parking. PG&E and PG&E's Representatives and customers shall have
the non-exclusive right to park vehicles in portions of the Parking Lot shown on EXHIBIT A
during Use Days.
c) Personnel. During Use Days PG&E shall have the exclusive right to use
the License Area, up to twenty-four (24) hours per day. Hours for use to PG&E customers shall
be from 8:00 am to 10:00 pm. On Use Days, the License Area shall be fully staffed by PG&E
and it s representatives, at PG&E’s sole cost and expense. PG&E shall provide uniformed
unarmed security at its cost and expense to ensure the protection of its equipment, the safety of
the public and to prevent any damage to the Property.
4.Generator and Transfer Switch. Subject to the terms and conditions of this
Section 4, LICENSOR grants PG&E and PG&E's Representatives a license to install a n
Automatic Transfer Switch (“Transfer Switch”) at the Property. LICENSOR hereby grants
PG&E the right to use the existing generator owned by LICENSOR (the “Licensor Owned
Generator”) located at the Property in the location depicted on EXHIBIT A (generator location)
during Use Days. Except to the extent caused by the negligence or willful misconduct of PG&E
or PG&E's Representatives, LICENSOR releases PG&E and PG&E’s Representatives from, and
LICENSOR agrees to indemnify, defend, and hold PG&E and PG&E Representatives harmless
from and against, any and all Claims (as defined in Section 12 below) relating directly or
indirectly to the Licensor Owned Generator and Transfer Switch, including, but not limited to,
any failure or malfunction thereof. Except during a PSPS Event, LICENSOR shall operate the
Licensor-Owned Generator and Transfer Switch, and LICENSOR shall at all times remain
responsible for maintaining and repairing the Licensor -Owned Generator and Transfer Switch in
compliance with all applicable laws, including, but not limited to, maintaining any necessary
permits. LICENSOR agrees that PG&E may operate the Licensor Owned Generator during a
PSPS Event utilizing the Property, without payment of any additional fees or charges by PG&E.
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5.Term. This License Agreement shall be for a term of ten (10) years, commencing
on September 15, 2022 (the "Commencement Date"), and expiring on September 15, 2032 (the
for "Termination Date"). Notwithstanding the term of this License Agreement, PG&E
anticipates that it will use the License Area and the Staging Area on an occasional basis, if at all,
for periods of approximately two (2) to ten (10) days at a time. The days (including any partial
days) during which any of PG&E's Activities are occurring in or on the License Area or the
Staging Area are referred to herein as "Use Days." During Use Days, PG&E shall have the
exclusive right to use the License Area and the Staging Area twenty-four (24) hours per day.
6.Termination. Licensor has the right to terminate this License Agreement should
PG&E fail to perform any of the covenants, conditions, or provisions of this License Agreement,
where this failure continues for a period of thirty (30) days after written notice from LICENSOR
to PG&E. However, if the nature of PG&E’s failure reasonably requires more than thirty (30)
days for cure, PG&E shall not be deemed to be in default if PG&E co mmences to cure within the
thirty (30) day period and thereafter diligently continues this cure to completion.
7.License Fee. PG&E shall pay a license fee ("License Fee") in the amount of the
City Council approved rental rates at the facility in effect on the dates when Use Days occur.
The rates in effect on the Commencement Date are set forth in the attached Exhibit B. Licensor
shall send bills to PG&E by the tenth day of the month following the month in which license fees
are incurred. Payments are due and will be considered delinquent, if not received by Licensor
within thirty (30) days of the date on the bill. Licensor will provide written notice to PG&E when
the rates are changed. License fees shall be made payable to City of Ukiah at the following
address: 300 Seminary Ave., Ukiah, CA 95482. LICENSOR shall remit a W-9 to PG&E prior to
issuance of the first bill for license fees.
8.Generator Fuel Cost. The LICENSOR shall maintain the generator fuel level and
refill as needed. Fueling cost will be billed to PG&E at the amount the LICENSOR pays for the
fuel. Invoices will be sent to PG&E for reimbursement of fuel costs with payment due within
thirty (30) days of the date of the bill.
9.Priority Scheduling. PG&E shall give LICENSOR at least eight (8) hours' prior
notice (the "PSPS Notice") of the dates and times that PG&E desires to access and use the
Property in connection with a PSPS Event. Within four (4) hours after receipt of a PSPS Notice,
LICENSOR shall confirm receipt of the PSPS Notice. PG&E's use of the Property in connection
with a PSPS Event shall take priority over other uses and events. If another use or event is
scheduled at the Property that would conflict with PG&E's use of the Property during the dates
and times specified in the PSPS Notice, LICENSOR shall cancel such event and indemnify and
defend PG&E from any and all Claims related to such cancellation. LICENSOR acknowledges
that PG&E may give LICENSOR multiple PSPS Notices during any calendar year.
10.Use of License Area and Staging Area.
a) As Is. PG&E accepts the License Area and the Staging 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
and the Staging Area. PG&E may request LICENSOR to perform alterations, repairs, or
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improvements to the License Area and the Staging Area, but PG&E understands and agrees that
LICENSOR shall not be obligated to make any such alterations, repairs or improvements at any
time. Except in the event of an emergency, PG&E shall not make any alterations, repairs or
improvements to the Property without the prior written consent of LICENSOR ’s City Manager
which consent shall not be unreasonably withheld, conditioned or delayed in Licensor's sole
discretion.
b) Use. PG&E shall exercise reasonable care in the conduct of PG&E's
Activities in the License Area and the Staging Area. Without limiting the generality of the
preceding sentence, PG&E shall maintain the License Area and the Staging Area in reasonably
neat and orderly condition during Use Days; provided, however, that LICENSOR, as part of the
License Fee and without additional compensation, shall provide all necessary janitorial services
to the License Area and common areas during Use Days, including, but not limited to, removing
trash and stocking restrooms with supplies. PG&E shall not use the License Area or the Staging
Area or permit anything to be done in or about the License Area or the Staging Area during Use
Days that will in any way conflict with any law, statute, zoning restriction, ordinance or
governmental rule or regulation or requirement relating to the use or occupancy of the License
Area or the Staging Area. During Use Days, PG&E shall not allow the License Area or the
Staging Area to be used for any unlawful or objectionable purpose, nor shall PG&E cause,
maintain or permit any nuisance in, on or about the License Area or the Staging Area.
c) Mechanic's Liens. PG&E shall keep the Property free and clear of all
mechanic's liens arising, or alleged to arise, in connection with any work performed, labor or
materials supplied or delivered, or similar activities performed by PG&E or at PG&E 's request or
for PG&E's benefit. If any mechanic's liens are placed on the Property in connection with
PG&E's use or PG&E's Activities, PG&E shall diligently pursue all necessary actions to remove
such liens from title, either by payment or by recording a lien release bond in t he manner
specified in California Civil Code Section 8424 or any successor statute.
d) Restoration. Upon PG&E's ceasing to use the License Area and the
Staging Area in connection with a particular PSPS Event, PG&E shall remove all personal
property of PG&E from the License Area, remove all vehicles, personal property, debris and
waste material of PG&E and PG&E's Representatives from the Staging Area , and repair and
restore the License Area and the Staging Area as nearly as reasonably possible to the condition
that existed prior to PG&E's entry hereunder.
e) Water Discharge. PG&E’s activities may require potable water-filled
equipment, such as barrels or water barriers to weigh down tents or other equipment, or to
delineate outside areas on the Property. All potable water-filled equipment shall be cleaned prior
to use and filled with water from a potable water source only. Any water discharged from the
water-filled equipment shall be discharged to onsite unpaved land (i.e., soil) only. PG&E and
PG&E’s representatives shall ensure best management practices are implemented including but
not limited to ensuring water is observed for any potential sediments, trash or other
contaminants; the discharge area selected is 100 feet from a water body; and the discharge is
done to avoid ponding and erosion. If the water needs to be discharged to a storm drain, PG&E
will obtain local stormwater agency approval. This License Agreement authorizes the discharge
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of potable water from water-filled equipment on to the Property as described above. PG&E shall
notify LICENSOR if water discharge is necessary.
11. Notices. All notices under this License Agreement shall be sent by email to the
addresses set forth in EXHIBIT C. In addition, LICENSOR will provide PG&E with telephone
or cellphone numbers of staff in calling order to contact in an emergency as set forth in
EXHIBIT C. EXHIBIT C shall be updated as needed to reflect current names and contact
information.
12. Indemnity. Except to the extent caused by the sole and active negligence or
willful misconduct of LICENSOR, its officers, agents, or employees, PG&E shall indemnify,
defend and hold harmless LICENSOR and its governing body, officers, agents, and employees
from and against all claims, losses, actions, demands, damages, costs, expenses (including, but
not limited to, reasonable attorneys ' fees and court costs) (collectively, "Claims") that are caused
by PG&E 's Activities, or the entry on, occupancy or use of, the Property by PG&E or PG&E's
Representatives under this License Agreement, including, but not limited to, Claims relating to
i) injury to or death of persons, including, but not limited to, employees of LICENSOR or
PG&E; (ii) injury to the property of LICENSOR, and (iii) violation of any applicable federal,
state, or local laws, statutes, regulations, or ordinances by PG&E or PG&E 's Representatives. At
Licensor’s request PG&E shall furnish any required legal defense with competent and
experienced attorneys approved by Licensor. In no event, however, shall PG&E be liable for any
indirect or consequential damages or for loss of profits or other revenue, loss of goodwill, or loss
of use claimed by LICENSOR, but this limitation shall not apply to claims by third parties,
including Licensor’s officers or employees or their subrogees. The indemnification obligations
of PG&E under this Section 12 shall survive the expiration or earlier termination of this License
Agreement.
13. Insurance. PG&E shall at all times during the Term of this License Agreement,
self-insure for PG&E's Activities pursuant to this License Agreement in accordance with
EXHIBIT D.
14. Alterations to Property. LICENSOR hereby grants PG&E and PG&E's
Representatives the right to perform, at PG&E's sole cost & expense, the alterations to the
Property described in EXHIBIT E attached hereto. PG&E or PG&E's Representatives will
coordinate the scheduling of the performance of such alterations with LICENSOR.
15. Miscellaneous.
a) Governing Law. This License Agreement shall in all respects be
interpreted, enforced, and governed by and under the laws of the State of California.
b) Attorneys' Fees. Should either party bring an action against the other
party, by reason of or alleging the failure of the other party with respect to any or all of its
obligations hereunder, whether for declaratory or other relief, and including any appeal thereof,
then the party which prevails in such action shall be entitled to its reasonable attorneys ' fees and
expenses related to such action, in addition to all other recovery or relief.
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c) No Waiver. Any waiver with respect to any provision of this License
Agreement shall not be effective unless in writing and signed by the party against whom it is
asserted. The waiver of any provision of this License Agreement by a party shall not be
construed as a waiver of a subsequent breach or failure of the same term or condition or as a
waiver of any other provision of this License Agreement.
d) Counterparts. This License Agreement may be executed in identical
counterpart copies, each of which shall be an original, but all of which taken together shall
constitute one and the same agreement.
e) Authority. Each party to this License Agreement warrants to the other that
it has the right and authority to enter into and to perform its obligations under this License
Agreement, without the consent of any third party, and that the person signing below is
authorized to bind such party.
f) Interpretation. This License Agreement shall be construed according to
the fair meaning of its language. The rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not be employed in interpreting this Agreement.
g) Exhibits. The following exhibits are attached hereto and incorporated
herein by this reference:
EXHIBIT A – License Area
Staging and Parking Lot Area
Generator Site
EXHIBIT B – Facility Rental Rates
EXHIBIT C – Notices
EXHIBIT D – Statement of Self-Insurance Program
EXHIBIT E– ADA and Electrical Alterations
h) Electronic Signatures. This License Agreement may be executed by
electronic signatures (e.g., using DocuSign or e-SignLive) or signatures transmitted in portable
document format ("pdf"), and copies of this License Agreement executed and delivered by
means of electronic or pdf signatures shall have the same force and effect as copies hereof
executed and delivered with original manually executed signatures. The parties may rely u pon
electronic and pdf signatures as if such signatures were manually executed originals and agree
that an electronic or pdf signature page may be introduced into evidence in any proceeding
arising out of or related to this License Agreement as if it were an original manually executed
signature page.
i) Successors and Assigns. This License Agreement shall be binding upon
and inure to the benefit of the heirs, personal representatives, successors , and assigns of each
party.
j) Entire Agreement . This License Agreement supersedes all previous oral
and written agreements between and representations by or on behalf of the parties and constitutes
the entire agreement of the parties with respect to the subject matter hereof. This License
Agreement may not be amended, except by a written agreement executed by both parties.
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IN WITNESS WHEREOF, the parties have executed this License Agreement as of the
date set forth below each signature, effective upon the Effective Date first written above.
PG&E"
PACIFIC GAS AND ELECTRIC COMPANY,
a California corporation
By:
Name: Donny Kennedy
Its: Manager, Land Acquisition
Date:
LICENSOR"
CITY OF UKIAH,
a California general law municipal corporation
By:
Name: Sage Sangiacomo
Its: City Manager
Date: Sep 22, 2022
EXHIBIT A
200 South School Street, Ukiah, CA 95482 Phone: (707) 463 – 6701 Fax: (707) 462 – 2088
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Ukiah Valley Conference Center
Facility Rental Rates
Open Monday-Friday, 8am-5pm
Evening rates apply after 5pm
Non-Profit/Govt. rates apply only during business hours (M-F, 8am-5pm)
Chardonnay, Riesling, Merlot, and Zinfandel Rooms
Capacity: From 1-20 people
Daily Rate: $200 Non-Profit/Govt. Rate: $175 Weekend/Evening Rate: $300
Chenin Blanc Room
Capacity: 20-40 people
Daily Rate: $400 Non-Profit/Govt. Rate: $300 Weekend/Evening Rate: $600
Cabernet 1 or Cabernet 2 Rooms
Capacity: Up to 125 people (dining/classroom) or up to 175 people (theater/assembly)
Daily Rate: $700 Non-Profit/Govt. Rate: $600 Weekend/Evening Rate: $1250
Red Rooms
Capacity: From 125 up to 300 people (dining) or 400 people (theater/assembly)
Daily Rate: $1750 Non-Profit/Govt. Rate: $1500 Weekend/Evening Rate: $3,000
All rates are subject to change due to a deposit, janitorial fees, & security requirements for large events.
Kitchen Use Fee
300 minimum for the first 100 people (if you’re using our catering services fee is already included).
EXHIBIT B
200 South School Street, Ukiah, CA 95482 Phone: (707) 463 – 6701 Fax: (707) 462 – 2088
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Additional Services and Rentals
In-House Catering:
1.Coffee/Tea Service $5.00 per person*
Includes: organic coffee, tea, condiments, paper goods, & ice water.
2.Continental Breakfast $10.00/11.00 per person*
Includes: assorted Danish, muffins, bagels, coffee, tea, fruit ($11), orange juice, & ice water.
3.Catered Lunch $19.75 per person*
Includes: artisan sandwich w/assorted meat and cheese (vegetarian/gluten free options
available upon request), mixed green OR Caesar salad, chips, cookies, soda, & ice water.
4.Afternoon Snack $7.00 per person*
Includes: snack bars, cookies OR brownie bites, crackers OR chips, soda & ice water.
Catering rates are subject to change upon customer’s request for additional/different food services.
Local Catering Per quote
Linen and Party Supply Rental Per quote
Polycom Phone $75 per day
LCD Projector $75 per day
Sound System $200 per day
Stage (8’ x 16’) $500
Dance Floor (20’ x 20’) $700
Wireless Internet Complimentary
White Boards As requested
Flip Charts $30 per chart
Screens/AV Cart As requested
Wireless Lavalier W/ Sound $250
EXHIBIT C
NOTICES
TO LICENSOR:
Any notice to Licensor, including the notice to be given pursuant to Section 9 of the License
Agreement, shall be sent to Jacob Burgess at the following:
Email address: Jacob Burgess; jburgess@cityofukiah.com Phone Number: 707-463-6201
In addition, in the event of an emergency, PG&E shall contact the following persons in the order
set forth below:
Neil Davis; ndavis@cityofukiah.com Phone: 707-467-5764
Michael Maldonado; mimaldonado@cityofukiah.com Phone: 707-463-6706
Weekends and After Hours: Jacob Burgess 707-391-3693
TO PG&E:
Any notice to PG&E, including the notice pursuant to Section 9 of the License Agreement shall
be sent to Jessica Melton at the following email address: Jessica.Melton@pge.com, cc’ing
CRCHelp@pge.com.
PG&E contacts for use during emergency use and post emergency for claims and
reimbursements:
CRC Help Line: 916-760-5369
Jessica Melton, Land Consultant, PG&E
925) 655-7085 – cell
Jessica.Melton@pge.com – email
Alex Grant, Program Manager, PG&E
707) 331-2466 – cell
Alex.Grant@pge.com – email
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Internal
EXHIBIT D
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Internal
EXHIBIT E
ADA AND ELECTRICAL ALTERATIONS
ELECTRICAL SCOPE OF WORK:
Install 800amp automatic transfer switch to interior wall of electrical room to power entire
building (1-to-2-day outage to install new switch).
Pour concrete pad
Add receptacle for generator battery charger.
ADA SCOPE OF WORK:
Adjust the doors for the men's and women's restrooms
Remove two parking stalls and replace with one concrete ADA Van Parking stall; paving
required for remainder of removed stalls
Remove old planter box, sawcut and install two curb cut ramps
Stripe ADA Van parking stall, access aisle and path of travel
Install one Van Parking Sign