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HomeMy WebLinkAboutGuidiville Rancheria 2025-10-20 COU No. Access Agreement between City of Ukiah and Guidiville Rancheria This Access Agreement (the "Agreement") is entered on October 20 2025 ("Effective Date"), in Ukiah, California between the Guidiville Rancheria ("Guidiville"), a federally- recognized Indian tribe, and the City of Ukiah ("City), a general law municipal corporation, who is the owner of real property located at Ukiah, California, also known as Mendocino County Assessor's Parcel Number 178-130-01-00 (the "Property"). RECITALS. 1. The City owns a 285-acre property located at identified as 3100 Vichy Springs Road, also known as Mendocino County Assessor's Parcel Number 178-130-01-00 ("Property'), approximately 40 acres of which was used as a solid waste landfill until 2001. 2. This Agreement allows for Guidiville to enter the Property to transport construction materials across the Property to the Guidiville Rancheria for the purpose of building a solar array for Guidiville's microgrid project, subject to the terms and conditions of this Agreement. Hereafter, all references to the "Guidiville" include its authorized representatives, contractors and subcontractors. AGREEMENT. In consideration of the above-recited facts and the terms and conditions as further stated herein, the parties agree as follows: t. Rat of Entry. During the term of this Agreement, the City hereby grants Guidiville a right of access and use and authorizes Guidiville to enter the Property in the area depicted in Exhibit A to this Agreement in order to transport construction materials across the Property to the Guidiville Rancheria for the purpose of building a solar array for Guidiville's microgrid project. 2. Term. The term of this Agreement begins on the Effective Date and continues until November 5, 2025, unless earlier terminated as provided in paragraph 10, below. 3. Notification. Guidiville shall give a minimum of 24-hour notice to the City before entering the Property to perform any part of the work under this Agreement, unless otherwise authorized by the City. 4. Applicable Law and Re, u1Q adons. In exercising its rights under this Agreement, the Guidiville will comply with all applicable laws, statutes, regulations, ordinances, or directives of whatsoever nature with respect to the work performed under the Agreement including, without Access Agreement—Construction Equipment Transport for Microgrid Project Page 1 or 3 limitation, all applicable health, safety, and environmental laws, directives, ordinances, regulations, or statutes. 5. Choice of Law,• t/ n e•Dispute Resolution. This Agreement shall be governed by the laws of the State of California. Any action or proceeding hereunder shall be brought pursuant to the Limited Waiver of Sovereign Immunity attached hereto as Exhibit B, and the parties irrevocably consent to the personal and subject matter jurisdiction and the venue of such hearing bodies and courts, and waive any rights to after or change venue, including by removal, as further provided in Exhibit B. 6. Restoration. Guidiville shall avoid interfering with the City's use of the Property. Upon completion of any and all activities contemplated by this Agreement on the Property, Guidiville shall repair and restore all affected areas of the Property to its original condition existing before commencement of the term of this Agreement, or to an "improved" condition if the Property is improved, or as close thereto as is reasonably possible. T. Indemnification. Guidiville will indemnify the City and its officers and employees (indemnities) for any damage to the Property caused by Guidiville or its contractors while performing work pursuant to this Agreement. Guidiville will indemnify and defend the indemnities against any claim by a third party against any of them for damages or personal injuries, including death, which damages are alleged to have been proximately caused by the negligent or willfully wrongful act or omission of Guidiville in performing under this Agreement. Guidiville will provide the defense entirely at is expense with qualified attorneys approved by City. Guidiville will provide proof of comprehensive general or commercial liability insurance and shall provide City with a policy declaration, naming City as additionally insured. Guidiville shall provide City with written notice of any cancellation of coverage and shall renew insurance certificates as they expire. & Entire Understanding. This Agreement sets forth the entire understanding between Guidiville and the City with respect to the subject matter of this Access Agreement and supersedes all prior negotiations and dealings pertaining to this Agreement. 9. Modification. No change in, addition to, or waiver of any of the provisions of this Agreement shall be binding upon either party unless It is established in writing and signed by each party. 10. Termination. This Agreement may be terminated by the either party at its sole discretion with thirty days (30) days' written notice. City shall the right to terminate the agreement and prohibit Pinoleville or its contractors from accessing the Property, if Pinoleville has breached any provision of this Agreement and has failed to cure the breach within five (5) days of City's giving notice of the breach and in the case of a curable breach of the actions Pinoleville must take to cure the breach. However, such termination will not release Guidiville from its responsibility for "Restoration" or "indemnification" as stated in the aforementioned Sections of this Agreement. 11. Notice. The person authorized to give and receive notices and information on behalf of each party and the address and fax number for that person is set forth below. A decision Access Agreement-Construction Equipment Transport far Microgrid Project Page 2 of 3 communicated by the authorized representative of each party shall constitute the decision of the party, unless the other party has received prior notice, as provided herein, that the authorized representative's decision is not the decision of the party. Whenever notice or other communication is permitted or required by this Agreement, it shall be deemed given when personally delivered or when received, if delivered by overnight courier or email, or 48 hours after it is deposited in the United States Mail with proper first-class postage affixed thereto and addressed as follows: City of Ukiah Guidiville Rancheria Sage Sangiacomo, City Manager Donald Duncan, Tribal Chairperson Ukiah Civic Center Guidiville Rancheria 300 Seminary Ave 401 B Talmage Road Ukiah, CA 95482 Ukiah, CA 95482 Email: ssangiacomo@cityofukiah.com Email: admin@guidiville.net 12. Access Agreement This signed Access Agreement was executed the Effective Date. s - ,� Sa a Sangiac mo Date City Manager, City of Ukiah Guidiville Rancheria Date By Donald Duncan Tribal Chairperson Access Agreement-Conslruciton Equipment Transport for Microgrid Project Page 3 of 3 � `f wry,' •� ALNF' - r co fn 0 U ! �$ �r ,- *} `•�f .PH n.t+ar+a+ya.R=d.mSY�AA „�r r � „y,.r._+aro•'�.��F.dam•rer�Rd�' r f.�. EXHIBIT B LIMITED WAIVER OF IMMUNITY AND DISPUTE RESOLUTION Limited Waiver. Guidiville Rancheria of California(hereinafter"GRC")does not waive its sovereign immunity except as expressly set forth herein. This limited waiver is granted solely by the GRC but shall not be deemed a waiver of the rights,privileges,and immunities of the GRC. CRC hereby irrevocably and unconditionally grants a limited waiver of its sovereign for the following purposes and for no others: (a) To enable only the City of Ukiah, but no other person or entity,to take any and all actions necessary to enforce the provisions of this Agreement,including actions for injunctive or declaratory relief,monetary damages,specific performance or other legal and equitable remedies authorized by this Agreement,to compel and arbitration, and to effect enforcement and execution of any remedy granted therein; (b) to enable only City of Ukiah to recover monetary damages against GRC relating to breach of this Agreement, provided the recourse under such remedy is limited solely to recovery from the personal property assets, accounts, and future revenues of the Business entity of the GRC with the exception of any federal funds, and is subject to the limitations on damages set forth herein; (c) to authorize binding arbitration to be conducted in accordance with the Governing Law and pursuant the Governing Law(as defined here),to permit enforcement of the terms of this Agreement in accordance with the dispute resolution provisions set forth herein (which are incorporated by reference into this limited waiver of immunity), and to permit enforcement and execution of any award resulting therefrom, and in any of the Permitted Forums(as defined herein); and (d) to permit service of process, summons, notice or other document issued with respect to any Action arising hereunder. 13.2 Limitations on Waiver. The limited waiver of sovereign immunity granted herein: (1) is granted by GRC only, and does not include a waiver, either express or otherwise, by the GRC, of any other economic arm of the GRC, any GRC Government agency, department or subdivision, or any officer,director,employee or agent thereof; (2)permits an award of monetary damages only for breach of this Agreement and only to the extent expressly set forth herein, and does not permit recovery of consequential,incidental,punitive,or special damages; (3)is effective and irrevocable during the Term and for the longest of(i) two (2) years after termination of this Agreement, (ii)until all obligations of Tribe under this Agreement are satisfied in full,or(iii) the final conclusion of any timely initiated dispute resolution proceedings pursuant to this Agreement, including the conclusion of any enforcement actions. 13.3 Limited Recourse. The obligations of GRC under this Agreement are general obligations of GRCIand does not include any other assets, funds, and personal property of the GRC. Nothing in this Section shall prevent or restrict recourse to the Collateral or limit only City of Ukiah from seeking or obtaining a money judgment against GRC as permitted hereunder. Arbitration. Any and all disputes, claims, or controversies of the Parties arising under this Agreement or between the Parties(each,a"Dispute") shall be heard and resolved exclusively by binding arbitration through the AAA,as follows: (a) The dispute submitted to arbitration hereunder shall be limited only to causes of action arising under this Agreement. Before undertaking arbitration, the Parties shall make reasonable efforts to resolve all disputes informally, including but not limited to a meeting between the officers of the Parties. If the Parties are unable reach an agreement within thirty(30)days of such meeting,then either Party may initiate arbitration. (b) The Parties agree that all Disputes arising under or relating to this Agreement or the Parties' relationship shall be subject to arbitration, including Disputes regarding the application, enforceability, or interpretation of this Agreement and this arbitration provision. All Disputes shall be subject to arbitration, no matter what legal theory they are based on or what remedy (damages, injunctive or declaratory relief) they seek. This includes all Disputes based on this Agreement, tort(including intentional tort), fraud, agency, negligence, statutory or regulatory provisions, or any other sources of law; Disputes made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Disputes made independently or with other claims. (c) Unless as set forth below, arbitration proceedings shall be administered by the AAA or other administrator as the Parties shall mutually agree upon in accordance with the AAA Commercial Arbitration Rules. A single (1) arbitrator shall be chosen by the Parties from a list of qualified arbitrators to be provided by the AAA, each of which must be active members of a state bar and a retired judge from the state or federal judiciary of any state or the federal judiciary, with a minimum of five (5) years of experience in the field of federal Indian law. The Parties further agree that no arbitrator or member of an appellate tribunal shall be an officer, agent, employee, stockholder, family member, or contractor of either Party or its parents, subsidiaries, or affiliates, nor shall any arbitrator or appellate tribunal member be a member or descendant or spouse of a member or descendant of the GRC, or otherwise have any affiliation with the GRC. If the parties cannot agree on an arbitrator within ten (10) business days after notice from the AAA seeking nominations, then the arbitrator shall be named by the AAA. Arbitration shall continue without delay despite the failure of a Party to respond or participate in any arbitad proceeding. Arbitrators are empowered to resolve the matter by summary rulings in response to motions filed prior to the final arbitration hearing. Arbitrators(i)shall resolve all Disputes in accordance with the Governing Law, (ii) may grant any type of remedy or relief that any of the Permitted Forums could order or grant within the scope of this Agreement,and including such ancillary relief as is necessary to make effective any award, and(iii)shall have the power to award recovery of all costs and fees,to impose sanctions, and to take any such other actions as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure or the Rules of Civil Procedure of the forum of the Governing Law. If there is any inconsistency between the terms hereof and any such rules,the terms and procedures set forth herein shall control. (d) Notwithstanding any language to the contrary in this Agreement,the Parties hereby agree: (i) that the arbitrator's award ("Underlying Award') may be appealed pursuant to the AAA's Optional Appellate Arbitration Rules("Appellate Rules"); (ii)that the Underlying Award rendered by the arbitrator(s) shall, at a minimum, be a reasoned award; (iii)and that the Underlying Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office. Following the appeal process,the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof. The Parties further agree the Underlying Award, as modified by an AAA appellate tribunal,may be further vacated or corrected by any of the Permitted Forums(as defined herein) for any legal error made by an arbitrator or an AAA appellate tribunal. (e) An arbitration hereunder shall occur in San Francisco, California, and shall be conducted in person,unless otherwise agreed to by the Parties and the arbitrator. (0 All statutes of limitation applicable to any Dispute under the Governing Law shall apply to the claims in any arbitration proceeding hereunder. All discovery in an arbitration proceeding shall be expressly limited to matters directly relevant to the Dispute being arbitrated. Judgment may be entered on any arbitration award. Any final award hereunder shall be appealable only in accordance with the Federal Arbitration Act(Title 9 of the United States Code) and the AAA Appellate Rules. (g) For purposes of all dispute resolution hereunder, each Party hereby irrevocably and unconditionally consents to the following as the exclusive forums for enforcing an arbitration award and this Agreement, and for executing on any judgment therefrom: (t)the United States District Court for the northern District of California; and (2) if the foregoing courts lack jurisdiction, then(2)any United States District Court; and if the foregoing court lacks jurisdiction,then(3) any Court of the State of California, and for any of the foregoing courts, any court to which appeals therefrom may be taken (collectively the"Permitted Forums"). For purposes of an execution on a final judgment only, the Parties hereby irrevocably and unconditionally consent to any of the Permitted Forums, or any other court with jurisdiction, including the Court of the Tribe, and any courts to which appeals therefrom may be taken. The Parties each irrevocably and unconditionally waive any objection it may have to venue and jurisdiction in the Permitted Forums, and to any defense that any such forum is inconvenient. (h) The Parties each hereby duly and irrevocably waive the right to demand a jury trial of any claim or action arising herein, to the fullest extent permitted by law. (i) The GRC hereby irrevocably and unconditionally waives and right to exhaust tribal remedies to permit the dispute resolution proceedings set forth herein. 0) Each of the Parties hereby irrevocably consents to service of process in the manner provided for notices in any Agreement; rop vided, that nothing in any this Agreement will affect the right of any party thereto to serve process in any other manner permitted by law. (k) The expenses of arbitration shall initially be borne equally by the Parties, but the arbitrator may order the losing party to reimburse the prevailing party for costs and attorneys' fees the prevailing party has incurred, along with the cost of the arbitration. 14.2 Confidential Nature of Arbitration. Any arbitration hereunder shall be conducted as a private proceeding between the parties, and the documents, discovery, all proceedings,and the final award(except as required for any action to compel arbitration,an appeal, execution, and collection) shall be treated as Confidential Information. 14.3 Governing Law. The interpretation, validity,and performance of this Agreement shall be governed by the laws of the State of California, without regard to its conflict of law principles, and any applicable federal law. The limited waiver of sovereign immunity granted by the GRC to permit the enforcement of this Agreement shall be governed by federal law. i@ GVIDIVILLE DIAN RAICHERIA APPROVING AN TEMPORARY ACCESS AGREEMENT TO CITY OF UKIAH LANDS AND CONTAINING A LIMITED WAIVER OF SOVEREIGN IMMUNITY IN FAVOR OF GREEN EARTH INVESTMENT COMPANY Resolution # 25 - 513 WHEREAS, Guidiville Band of Pomo Indians of the Guidiville Rancheria is a federally rem,-nized Tribe that had its federal acknowledgement and land base illegally terminated by the federal government; and WHEREAS, Guidiville Band of Porno Indians of the Guidiville Rancheria was re- recognized a federally recognized Tribe as a result of the Scotts Valley el. al 1 the United States of America case of September 6, 1991 {NO. C-86- )660-VRW) but its land base was not restored; and WHEREAS, Article IV Section 3) of the Guidiville Constitution states that the Governing body ol'the"tribe is the Guidiville Tribal Council; and WHEREAS, Article V Section l of the Guidiville Constitution further states that the Tribal Council of the Guidiville Band of' Pomo Indians of the Guidiville Rancheria as the duly authorized governing body of the Tribe and may fully exercise +governmental responsibilities, and is empowered to make Tribal policy, pass Tribal codes and ordinances, approve contracts, and carry out -Tribal business under the authority of the Constitution of the Tribe: and WHEREAS, The Tribe desires to gain temporary access to move microgrid construction materials through the City of Ukiah Landfill and onto tribal lands: and WHEREAS, The Tribe and City of Ukiah have negotiated a temporary Access Agreement for that purpose; and WHEREAS. The Access Agreement contains a limited and conditional waiver of the Tribe's sovereign immunity in favor of only City of Ukiah, and excluding ail other third parties. P.O. Box 339,Talmage, California 95481 1 P: 707.462.3682 F: 707.462.9183 Page 2 ResolGl on 2?-53 THEREFORE BE IT RESOLVED, that pursuant to Article: V. Section 2(k) of the: Tribal Constitution the Tribal Council hereby approves the Access Agreement including a waiver of their sovereign immUitity, on a limited and conditional basis in favor of only City of Ukiah. as more fully described in the Access Agreement and does herebN direct Tribal Chairperson Donald Duncan. to execute the Acess Agreement on behalf of the 'tribe. CERTIFICATIO,` This is to eertiry that Resolution In 25-5; was approved at a special mecting of the Tribal Council of the Guidiville Rancheria of Calitbrnia on October 20. 2025. at which a quorum was present and that this resolution was adapted by a vote For, Opposed. Abstentions. This resolution has not been rescinded. We further certify that this document was eXecuted in duplicate, and that each certified copy containing original signature is a true and correct cope of the original document on file with the Secretary of the Guidiville Indian Rancheria. 74.ISCt �1 Y J i JZ VT F�j Donald Duncan. Chairperson Date A-F1'EST: 11L /0,��o David Galarza. Secretary Date Gutdiville Indian Rancheria I P.O.Box 339,Talmage,California 95481 1 P: 707.462.3682 F: 707.462.9183 DATE(MMIDDIYYYY) A`0 o® CERTIFICATE OF LIABILITY INSURANCE 12/9/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Maria Davis Lincoln-Leavitt Insurance PRONE (707)263-7162 FNCAX N0: (707)263-s011 650 N Main St EAA061DRE55:mania—davis@leavitt.com CA Llc. NOC73811 INSURERS AFFORDING COVERAGE NAIC 0 Lakeport CA 95453 INSURER A:Hudson Insurance Company 25054 INSURED INSURER B: Guidiville Indian Rancheria INSURERC: PO Box 339 INSURER 0: INSURER E: Talmage CA 95481 INSURER F: COVERAGES CERTIFICATE NUMBER:25/26 GL/Auto REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADOL UBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MW X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE a DAMAGE TO RENTE15)OCCUR PREMISES Ea occurrence $ 300,000 X NACLO134703 5/24/2025 5/24/2026 MED EXP(Any one person) S PERSONAL A ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 2,000,000 X POLICY PRO-JECT LOC PRODUCTS-COMPlOPAGG S 1,000,000 OTHER: S AUTOMOBILELU161LITY COMBINEDISINGLELIMIT $ 1,000,000 A X ANYAUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED RACLO134703 ,4 ./24/2026 BODILY INJURY(Per accident) $ AUTOS AUTO$ NON-OWNED PROPERTYDAMAGE $ HIREDAUTOS AUTOSaccident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR HCLAIM$-MADE AGGREGATE $ DED RETENTION i $ WORKERS COMPENSATION I PER TH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR(PARTNERIEXECUTNE ElNIA E.L.EACH ACCIDENT S OFFK:ERIMEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ d yes,describe under DESCRIPTION OF OPERATION$below I E .',ISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES(ACORO 101,Additional Remarks Schedule,may be attached If more spaca is required) Land Access Owned by City of Ukiah. City of Ukiah its officers and employees are included as additional insured for General Liability per endorsement No 1 attached. CERTIFICATE HOLDER CANCELLATION sriley@cityofukiah.com SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ukiah THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 300 Seminary Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Ukiah, CA 95482 AUTHORIZED REPRESENTATIVE �,. Maria Davis MADPVI ft"A WUI� C 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) Endorsement No.: 1 This Endorsement attaches to and forms part of Policy No.:TBD NACL01347-03 RUDSON In the name of: Guidiville Indian Rancheria;Guidiville Band of Pomo Indians Effective date of this Endorsement is 12:01 a.m., November 13,2025 ENDORSEMENT-DESIGNATED ADDITIONAL ASSURED Additional"Assured"status is granted to the following scheduled entity listed below. The entity is an additional"Assured"under this policy,but only for liability arising out of the premises and operations of the Named Assured while acting by or on behalf of the Named Assured. Status as an Additional Assured Name and Address of Additional Assured Political Subdivision ❑ Railroad ❑ Lessor Loss Payee/Mortgagee ❑ Property Owner Golf Mobile User watercraft user Real Estate Manager ❑ Railroad Assured Status Required by Designated Contract ❑X Other-Describe: Additional Assured See Attached List This additional"Assured"status only applies to coverage provided by 1. Insuring Agreement A-General Liability including Contractual Liability,Products and Completed Operations Liability 2. Insuring Agreement 8-Liquor Liability; 3. Insuring Agreement F-"Automobile Liabilly. Endt Designated Addl Assd 08109 Revision Page 1 of 2 List of Additional Assureds State of California and the Department of Housing PO BOX 952054 Sacramento,CA 94252-2054 Mendocino County Resource Conservation District Including its appointed officials,officers,employees,agents,and volunteers 115 East Smith Street Ukiah,CA 95482 City of Ukiah,its officers and employees 300 Seminary Ave Ukiah CA 95482 Endt Designated Addl Assd 08/09 Revision Page 2 of 2