HomeMy WebLinkAbout2010-051 Conditional Lic Agrmt - PacifiCorp
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CONDITIONAL LICENSE
AGREEMENT
This CONDITIONAL LICENSE AGREEMENT (this "Agreement") is entered into by
and between PACIFICORP, an Oregon corporation ("PacifiCorp") and the CITY OF
ASHLAND, a political subdivision of the State of Oregon ("Licensee") with reference to the
following:
A. PacifiCorp owns certain real property, known as the Ashland Substation Property,
as more particularly described in Exhibit A attached hereto and incorporated herein by reference
(the "Property").
B. Licensee receives firm power from the Bonneville Power Administration ("BPA")
over PacifiCorp's transmission system under the terms and conditions of a General Transfer
Agreement ("GT A").
C. Licensee, PacifiCorp and BPA have entered into an Agreement for Distribution
System Transfer Services (the "Distribution Agreement") which provides for the transfer of
PacifiCorp power and energy over Licensee's distribution system for delivery to PacifiCorp's
retail customers.
D. Licensee desires to use a portion of the Property, as more particularly shown on
Exhibit A (the "Premises"), for the construction, operation, maintenance and repair of reclosers,
racks, control equipment and enclosures and related facilities and appurtenances and electric
power transmission and distribution lines and necessary appurtenances thereto (the "Permitted
Use").
E. PacifiCorp desires to grant Licensee a non-exclusive, non-transferrable,
conditional license to use the Premises for the Permitted Use, subject to the terms and conditions
contained herein (the "License").
NOW THEREFORE, PacifiCorp and Licensee hereby agree as follows:
1. Grant of License. PacifiCorp hereby consents to Licensee's use of the Premises
solely for the Permitted Use and subject to the terms and conditions contained herein.
2. Conditions to License. PacifiCorp's grant of the License to Licensee is expressly
conditioned upon the complete and continuing satisfaction of the following:
a. PacifiCorp Property Ownership. Licensee agrees that nothing in this Agreement
shall give Licensee any right, title, interest in the Property other than the right to
use Property in accordance with this Agreement.
b. Permits. Licensee shall secure any and all necessary permits and other necessary
land use approvals in order to allow for the Permitted Use.
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c. Associated Agreements. In the event that either the GT A or Distribution
Agreement is terminated, Licensee shall promptly notify PacifiCorp.
d. Compliance with Law. Licensee's use of the Premises shall, at all times, comply
with and be subject to all applicable regulations, codes and laws, including,
without limitation, the National Electrical Safety Code as may be amended from
time to time and all safety rules prescribed by PacifiCorp.
e. Responsibilitv for Contractors. Licensee shall provide a copy of this Agreement
to and shall be responsible for adherence to the terms and conditions contained
herein by its contractors, employees, agents and representatives who will access
the Premises pursuant to this Agreement.
f. No Interference. Licensee's use of the Premises shall not interfere with
PacifiCorp's present or future access to or use of the Premises, nor shall
Licensee's use create a hazard of any sort. In the event Licensee's use interferes
with PacifiCorp's present or future use, Licensee shall promptly discontinue the
interfering use or relocate/remove Licensee's interfering facilities at Licensee's
sole cost and expense.
g. Indemnitv. Licensee shall indemnify, protect, and hold harmless PacifiCorp and
its directors, officers, employees and agents (hereinafter collectively "PacifiCorp
Indemnified Parties") against and from any and all claims, demands, suits, losses,
costs and damages of every kind and description, including attorneys' fees and/or
litigation expenses, brought or made against or incurred by the PacifiCorp
Indemnified Parties resulting from, arising out of, or in any way connected with
any act, omission, fault or negligence of Licensee, its employees, agents,
representatives or contractors, their employees, agents or representatives related
to this Agreement or Licensee's activities hereunder, except to the extent that
such claim, demand, loss, cause of action, or costs arises from PacifiCorp's gross
negligence or willful misconduct. The indemnity provisions herein shall survive
termination of this Agreement.
h. Insurance. Without limiting any liabilities or any other obligations of Licensee,
Licensee shall procure and continuously maintain for the duration of this
Agreement, with insurers having an A.M. Best's rating of A-VII or better,
insurance against claims for injury to persons or damage to property which may
arise from or in connection with this Agreement or Licensee's use or occupancy
of the Premises or Property as follows:
1. Workers' Compensation. Coverage as required by law. Licensee shall furnish
proof thereof satisfactory to PacifiCorp within fourteen (14) days prior to
commencing any work on the Property. All Workers' Compensation policies
shall contain provisions that the insurance companies will have no right of
recovery or subrogation against PacifiCorp, its parent, divisions, affiliates,
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subsidiary companies, co-licensees, co-venturers, agents, directors, officers,
employees, servants, and insurers, it being the intention of PacifiCorp and
Licensee that the insurance as effected shall protect all parties.
1. Emplovers' Liability. Insurance with a minimum single limit of $1,000,000
each accident, $1,000,000 disease each employee, and $1,000,000 disease
policy limit.
11. Commercial General Liabilitv. The most recently approved ISO (Insurance
Services Office) policy, or its equivalent, written on an occurrence basis, with
limits not less than $1,000,000 per occurrence and $2,000,000 general
aggregate (on a per location basis) to protect against and from any and all loss
by reason of bodily injury or property damage on or about the Property,
including the following coverages:
1. Bodily 11IJUry, property damage, and personal Injury coverage,
including damage to PacifiCorp's electric facilities or improvements as
a result of Licensee's, its contractors', subcontractors' or agents'
negligence.
11. Contractual liability
Ill. Property and Products/Completed Operations
IV. Independent Contractors
Ill. Automobile Liability. The most recently approved ISO policy, or its
equivalent, with a minimum single limit of $1,000,000 for bodily injury and
property damage including sudden and accidental pollution liability, with
respect to Licensee's vehicles whether owned, hired or non-owned, assigned
to or used in any way on the Property.
IV. Umbrella Liability. Insurance with a minimum limit of $5,000,000 each
occurrence/aggregate, where applicable, to the excess of the coverages and
limits required in Employers' Liability, Commercial General Liability, and
Automobile Liability insurance required above. Such insurance policies shall
be maintained to cover any liability arising from Licensee's use of the
Property and indemnification identified in Section 2 (g) of this Agreement.
v. Certificate of Insurance. Licensee shall annually provide to PacifiCorp a
certificate of insurance evidencing its insurance coverage. The policies
required herein, except Workers' Compensation and Employers' Liability,
shall include provisions or endorsements naming PacifiCorp, its parent,
affiliates, subsidiaries, its officers, directors, agents, employees or servants as
additional insured.
VI. Licensee's Insurance PrimarY. To the extent of Licensee's negligent acts or
omissions, all policies required under this Agreement shall include provisions
that such insurance is primary with respect to the'interest of PacifiCorp and
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that any other insurance maintained by PacifiCorp is excess and
noncontributory insurance with the insurance required hereunder, and
provisions that the policy contain a cross liability or severability of interest
clause or endorsement.
VII. No Right of Recoverv or Subrogation. Unless prohibited by applicable law, all
required insurance policies shall contain provisions that the insurer will have
no right of recovery or subrogation against the PacifiCorp, its parent,
divisions, affiliates, subsidiaries companies, co-Licensees, or co-venturers,
agents, directors, officers, employees, servants, and insurers, it being the
intention of the PacifiCorp and Licensee that the insurance as affected shall
protect all parties.
VIII. Notice Prior to Change or Cancellation. Licensee's insurance required under
this Section shall contain provisions that such policies cannot be cancelled or
their limits ofIiability reduced without I) ten (10) calendar days' prior written
notice to PacifiCorp if cancelled for nonpayment of premium, or 2) thirty (30)
calendar days' prior written notice to PacifiCorp if cancelled for any other
reason.
1. Assumption of Risk. Licensee acknowledges and agrees that its use hereunder is
at its sole risk and that PacifiCorp shall not be liable for damage to Licensee's
property or facilities resulting from PacifiCorp's maintenance, construction,
repairs or other operating activities within the Property.
J. Minimum Distance. Licensee shall maintain a minimum distance often (10) feet
between equipment traveling through or occupying the Premises and PacifiCorp's
transmission/distribution line conductors (wires).
k. Access to Premises through Gate. Licensee may access the Premises through the
gate on E. Nevada Street, or such other access as PacifiCorp may designate from
time to time. All gates on the Property shall be kept closed and locked during all
hours. Licensee may place a lock on the gate, but said lock shall not bar
PacifiCorp employees from use of the same gate.
I. Notifying Dispatch. Licensee shall call Southern Dispatch ("Dispatch") at (503)
251-5239 within sixty (60) seconds of entering Property and sixty (60) seconds
'prior to exiting Property. Licensee must notify Dispatch of business need for
entering Property.
m. Minimum Clearance. Licensee shall maintain a minimum clearance of at least
five (5) feet between approved facilities and the point where the transmission line
steel structure enters the earth.
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n. Heavy Equipment. Licensee acknowledges and agrees that the Property may be
crossed by PacifiCorp's heavy equipment, including, without limitation, vehicles
in excess of thirty- five (35) tons.
o. Identification of Facilities. Licensee shall mark the location of any of its
underground facilities allowed under this Agreement, if any, with permanent
signs, and shall maintain such markings throughout the term of this Agreement.
p. Modification of Equipment. PacifiCorp and Licensee acknowledge that as of the
date of this License, Licensee has certain equipment currently located on the
Premises. Prior to making any modification or addition to said equipment,
Licensee shall submit final design and plans for PacifiCorp's prior written
approval, which approval may be conditioned or denied in PacifiCorp's sole
discretion.
q. Permitted Structures. Licensee shall not place or maintain any permanent
structures, including control houses or equipment shelters within the Property,
without submitting final design and plans to PacifiCorp for prior written approval.
Conditions and modifications must be acceptable to PacifiCorp including any
subsequent changes.
r. Hazardous Materials. Licensee shall not use nor permit the use of any hazardous
materials within the Property, without prior written approval by PacifiCorp.
I I. Default. In the event Licensees violates any of the terms or conditions of this
Agreement and fails to cure such default within thirty (30) days following written notice thereof,
PacifiCorp may elect to immediately terminate this Agreement and Licensee, at its own cost,
shall promptly restore the Property to condition existing prior to Licensee's use.
12. Notices. Any notice required hereunder shall be sent via first class mail to the
following addresses:
PacifiCorp:
Property Management
825 NE Multnomah Street #1700
Portland, OR 97232
Licensee:
City of Ashland
Scott Johnson, Operations Manager
90 N. Mountain Ave.
Ashland, OR 97520
13. Termination. This Agreement shall terminate upon the earlier of: (i) the date of
termination of the GT A; (ii) the date of termination of the Distribution Agreement; (iii)
discontinuance of the Permitted Use for a consecutive period of thirty (30) days; or (iv) upon
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PacifiCorp's election following Licensee's failure to cure a default hereunder within thirty (30)
days following written notice thereof.
14. Restoration. Upon termination, Licensee, at its own cost, shall promptly restore
the Property to condition existing prior to Licensee's use.
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parties.
Effective Date. This Agreement shall become effective upon full execution by the
16. Assignment. This Agreement shall not be assigned without PacifiCorp's prior
written consent.
IN WITNESS WHEREOF, the parties have executed this Agreement in counterparts as
of the dates below.
PACIFICORP
CITY OF ASHLAND
By: ~~
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Its: Ml>. rooslv...M;.... ~S"ff~~e.)
Date: l.c~IO
By:
Name:
Its:
Date:
5/l0/!(1
ApproVed ast fO~
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EXHIBIT A
THE PROPERTY AND PREMISES
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Agent This certificate is issued as a matter of information only and confers no rights upon the
DIRECT certificate holder other than those provided in the coverage document. This certificate
does not amend. extend or alter the coverage afforded by the coverage documents listed
herein.
Named Member or Participant
City of Ashland
20 East Main Street
Ashland, OR 97520
Companies Affording Coverage
COMPANY A - City County Insurance Services (CIS)
COMPANY B - National Union Fire Insurance Company of Pitts, PA
COMPANY C - RSUI Indemnity
Type of Coverage Certificate # Effective Expiration Limits
Date Date
General Liability 09l.ASH 711/2009 7/112010 General Aggregate $15,000.000
X Commercial General Liability Each Occurrence $5,000,000
X Public Officials Liability
X Employment Practices
X Occurrence
A Auto Liability 09l.ASH 7/1/2009 7/1/2010 General Aggregate None
X Scheduled Autos Each Occurrence $5,000,000
X Hired Autos
X Non-Owned Autos
A Auto Physical Damage 09APDASH 7/1/2009 7/1/2010
X Scheduled Autos
X Hired Autos
X Non-Owned Autos
A X Property 09PASH 7/1/2009 7/1/2010 Per Filed Values
A X Boiler and Machinery 09BASH 7/1/2009 7/1/2010 Per Filed Values
B X Excess Crime 09CASH 7/1/2009 7/1/2010 Per Loss $250,000
C Excess Earthquake
C Excess Flood
A Workers' Compensation
escrlption: Per the Conditional License Agreement between Pacificorp and the City of Ashland for the use of real property, known as
he Ashland Substation Property, by the City of Ashland. Conditional License Agreement dated May 2010.
ertificate Holder
PacifiCorp, its parent, affiliates,
subsidiaries, its officers, directors,
agents, employees or servants
@ Property Management
825 NE Multnomah Street #1700
Portland, OR 97232
CANCELLATION: Should any of the coverage documents herein be cancelled before the expiration date
thereof. CIS will provide 30 days written notice to the certificate holder named herein, but failure to mail
such notice shall impose no obligation or liability of any kind upon CIS. its agents or representatives, or the
issuer of this certificate.
By:
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Date: May 6,2010
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SAFET" NATIONAL
Casualty Corporation
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a DELPH/company
CERTIFICATE OF INSURANCE
THIS CERTIFICATE IS ISSUEO AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON
THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
COVERAGE AFFORDED BY THE POLICY LISTED BELOW
NAME AND ADDRESS OF CERTIFICATE HOLDER:
DEPARTMENT OF CONSUMER AND BUSINESS SERVICES
ATTENTION: SELF-INSURANCE PROGRAM
WORKERS' COMPENSATION DIVISION
350 WINTER ST, NE, P.O, BOX 14480
SALEM, OR 97309-0405
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NAME INSURED EMPLOYER:
ADDRESS:
POLICY NUMBER:
TYPE OF INSURANCE:
LOCATION(S):
POLICY LIABILITY PE
$
$
$
$
650,000
450,000
Self-Insured Retenti
Self-Insured Retenli
Maximum Limit of Ind
STATUTORY
1,000,000
SAFETY NATIONAL CASUALTY CORPORATION
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By: Gene R Maier,
Senior Vice President of Workers' Compensation Underwriting
Date: July 2, 2009
1832 Schuetz Road
SI- Louis MO 63146-3540
314-995-5300
fax 314-995-3843