HomeMy WebLinkAboutReso 18-09 Smartmeter ProgramRESOLUTION NO. 18 - 09
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING STREETLIGHT LICENSE AGREEMENT BETWEEN
PACIFIC GAS & ELECTRIC (PG&E) AND THE CITY OF DUBLIN
AS PART OF THE SMARTMETER PROGRAM
WHEREAS, City owns, operates and maintains certain streetlight facilities located in the
geographic areas with in the political jurisdiction of CITY; and
WHEREAS, PG&E desires to enter in to an Agreement for the attachment of communication
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 telecommunications 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 placement of the
SmartMeter communication equipment on certain of CITY's existing streetlight poles; and
WHEREAS, CITY is willing to grant PG&E anon-exclusive, revocable license for the
attachment of the SmartMeter Equipment to CITY streetlight poles, subject to the terms and conditions
set forth in the Streetlight License Agreement.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin approves
the Streetlight License Agreement, attached hereto as Exhibit A between Pacific Gas & Electric and the
City of Dublin as part of the SmartMeter Program.
BE IT FURTHER RESOLVED that the Mayor is authorized to execute the agreement.
PASSED, APPROVED AND ADOPTED this 3rd day of February, 2009, by the following vote:
AYES: Councilmembers Biddle, Hart, Hildenbrand, Scholz, and Mayor Sbranti
NOES: None
ABSENT: None
ABSTAIN: None
ti'^-
Mayor
ATT ST:
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City Clerk
Reso 18-09, Adopted 2-3-09, Item 4.7 Page 1 of 1
AGREEMENT NO.
STREETLIGHT LICENSE AGREEMENT
THIS AGREEMENT is made and entered into on , by and
between the CITY OF DUBLIN, a [charter city and] 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
communication 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 telecommunications
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 communication equipment on certain of CITY's
existing streetlight poles; and
WHEREAS, CITY is willing to grant PG&E anon-exclusive, revocable license foF
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 in effect for a period of twenty (20) years from the date of execution.
1.1 This agreement shall extend thereafter for successive
terms of one year each, unless otherwise terminated by either party on not less
than six (6) months advance written notice to the other party prior to the date
when such termination shall become effective.
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)
~,.,~~,=EXHIBIT g
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, and an encroachment permit,
attached to this Agreement as Exhibit "B," and incorporated herein by
reference. The Streetlight license may be used only for the above-listed
purposes. The specific locations for which a Streetlight Permit is requested are
included in Exhibit A, and are those 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 cone-time Seven Hundred aad Eighty DOLLAR
($780) up front payment for each street light pole to which PG&E attaches its
SmartMeter Equipment. Any electricity drawn to power the SmartMeters will not
be attributed to or charged to the CITY.
3.1 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", PG8~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,
any such request, so long as its denial or delay in approving is not unreasonable
or discriminatory to PG&E.
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 existing SmartMeter Equipment without seeking CITY's prior
approval and without incurring additional fees.
5. SAFETY PRECAUTIONS. PG8~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.
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SmartMeter Streetlight License (3) (2)
6. ~PG~E's OBLIGATION TO AVOID INTERFERENCE. PG&E in the
performance and exercise of its rights and obligations under this Agreement shalt
not interfere with, interrupt or degrade in any manner with the City's use of the
City Facilities, any other radio devices used by the City for other purposes,
without the express written approval of the City or the owner or owners of the
affected property or properties, except as permitted by applicable Laws or this
Agreement. If such interference, interruption or degradation occurs, PG&E shall
correct such problem within twenty-four (24) hours of notice by City.
7. 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.
8. 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 gas network.
8.1 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.
8.2 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.
8.3 PG&E will, at its expense, remove all remaining SmartMeter
Equipment from CITY Property within one hundred eighty (180) days of the
termination of this Agreement.
8.4 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.
9. INDEMNITY. To the extent permitted by law, PG&E shall
indemnify, defend, and hold harmless CITY, its officers, agents and employees
against any and all liability, claims, actions, losses, damages, expense costs
{including without limitation attorneys' fees and expert witness fees), causes of
action or demands whatsoever against them, or any of them, before
administrative or judicial tribunals of any kind whatsoever, arising out of,
Page 3 of 8
SmartMeter Streetlight License (3) (2)
i
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 active negligence or willful misconduct.
10. 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.
11. 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.
12. 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, (including laws and ordinances relating to health, radio frequency
emissions, other radiation and safety).and permitting requirements now in force
or which may hereafter be in force.
13. 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.
14. EXHIBITS. In the event of a conflict between the terms, conditions
or specifications set forth in this Agreement and the exhibits attached hereto, the
terms, conditions, or specifications set forth in this Agreement shall prevail. The
exhibits to which reference is made in this Agreement are deemed incorporated
in this Agreement, whether or not actually attached.
15. GOVERNING LAW. The laws of the State of California will govern
the validity of this Agreement, its interpretation and performance.
16. 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.
17. 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:
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SmartMeter Streetlight License (3) (2)
~. • •'
17.1 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 shalt:
17.1.1 Provide coverage for owned, non-owned and hired
autos.
17.2 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:
17.2.1 Provide contractual liability coverage for the terms of
this agreement.
17.2.2 Provide products & completed operations coverage.
17.2.3 Contain an additional insured endorsement in favor
of the CITY, its mayor, council, officers, agents, employees
and volunteers.
17.3 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; and the policy shall contain a waiver of
subrogation in favor of the CITY, its mayor, council, officers, agents,
employees and volunteers.
17.4 All policies required of the 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.
17.5 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 A:V. Any deductibles, self-insured retentions or insurance in
lesser amounts, or lack of certain types of insurance otherwise required by this
Agreement, or insurance rated below Bests' A:V, must be declared prior to
execution of this Agreement and approved by the CITY in writing.
17.6 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
Page 5 of 8
SmartMeter Streetlight License (3) (2)
policies shall provide that there shall be continuing liability thereon,
notwithstanding any recovery on any policy.
17.7 The insurance required hereunder shall, be maintained as
long as the SmartMeter Equipment is installed on the City's facilities.
17.8 PG8~E shall furnish the CITY Risk Manager with a certificate
of insurance and required endorsements evidencing the insurance required. The
CITY may withdraw its offer of contract if certificates of insurance and
endorsements and bonds required have not been provided as required by the
Special Provisions.
17.9 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.
17.10 PG&E shall have the riaht to self insure with respect to anv
of the insurance requirements required under this Aareement. By request. PG&E
shall submit a letter of self-insurance signed by a duly authorized representative.
evidencin4 that the self-insurance proaram is in full force and effect and in
compliance with and subject to aII the terms aareements covenants conditions
and provisions of the Aareement.
18. 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 by the CITY Council and signed by all the parties.
19. 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.
20. 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 sentices, by CITY shall not constitute a waiver
of any provisions of this Agreement.
Page 6 of 8
SmartMeter Streetlight License (3) (2)
21. 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 DUBLIN
Attn: Nicole Gonzales, Public Works Technician
100 Civic Plaza
Dublin ,California, 94568
PG&E: Pacific Gas and Electric Company
Land Department
c!o Dawn Plise
5555 Florin Perkins Road
Sacramento, CA 94015
17. 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. In the event that CITY terminates this Agreement as it
relates to any individual location of the SmartMeter Equipment, CITY agrees to
provide an alternative location for such SmartMeter Equipment that is reasonably
acceptable to PG&E. 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. 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, 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
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SmartMeter Streetlight License (3) (2)
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) '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 DUBLIN PACIFIC GAS & ELECTRIC
COMPANY
By:
By:
Name:
Attachment: Exhibit "A" -Streetlight License
1176419.2
Page 8 of 8
SmartMeter Streetlight License (3) (2)
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EXHIBIT A
STREET LIGHT PERMIT
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(Part 1 to be completed by licensee)
To: CITY OF DUBLIN
Street: 100 Civic Plaza,
Dublin, CA 94568
Date
Agreement Number
In accordance with that certain Streetlight License Agreement between the City of Dublin (City) and PG&E dated , 2009 (the
"Agreement") we hereby request permission to place attachments on the City streetlights designated below.
Locaton or the notes
PG&E Location PG&E Location
NLC# NLC#
l 3072 5964 PERSIMMON DR X/O STONEPINE ST
13074 SUGAR HILL DR X/O KINGSMILL TERRACE
13075 TASSAJARA RD X/O S DUBLIN RANCH RD
13076 END OF ROCKING HORSE CT
13077 SILVERA RANCH RD X/O BRANDING IRON
13116 DOUGHTERY RD X10 WILLOW CREEK DR
2. Attach a schematic drawing of the attachments to be contacted under this permit.
Permittee: Pacific Gas and Electric Company
Authorizing Engineer Name: Dan Partridge Company or Department: SmartMeter Operations
Address: 1850 Gateway Blvd, Concord, CA 94520 Phone # (925) 270-2820
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(Part 2 to be completed by City)
Subject to the terms and conditions of the Agreement, you are hereby authorized to install the attachments described in this Exhibit.
CITY OF DUBLIN
BY
(Authorized Signature)
Execution Date:
(Type or Print Name)
Title:
Division:
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NLC 13074 SUG DUBLIN 37.709345 121.880213 Seconds
AR HILL DR X/O KINGSMILL TERRACE DUBLIN 37.72669 -121.85833 Seconda
NLC 13075 TASSAJARA RD X/O S DUBLIN RANCH RD DUBLIN 37.717888 121.872089 Seconda
NLC 13076 END OF ROCKING HORSE CT DUBLIN 37.730996 121.865482 Seconds
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NLC 13116 DOUGHTERY RD X/O WILLOW CREEK DR DUBLIN
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EXHIBIT A
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