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Southern California Gas Company - FY2021-066 MASTER LICENSE AGREEMENT BETWEEN THE CITY OF RANCHO PALOS VERDES AND SOUTHERN CALIFORNIA GAS COMPANY FOR USE OF MUNICIPAL FACILITIES TO INSTALL SMALL WIRELESS FACILITIES This MASTER LICENSE AGREEMENT BETWEEN THE CITY OF RANCHO PALOS VERDES AND SOUTHERN CALIFORNIA GAS COMPANY FOR USE OF MUNICIPAL FACILITIES TO INSTALL SMALL WIRELESS FACILITIES (the "Agreement") is made and entered into by and between the City of Rancho Palos Verdes,a municipal corporation("Licensor" or"City"))and Southern California Gas Company,a California corporation("Licensee") Licensor and Licensee may be referred to herein individually as a"Party" or collectively as the "Parties " RECITALS This Agreement is made with reference to the following Recitals, each of which is deemed to be a material term and provision of this Agreement A Licensor is the owner of certain Municipal Facilities B Licensee is a publicly regulated utility, duly organized and existing under the laws of the State of California, and is authorized to conduct business in the State of California Further, Licensee is legally authorized to enter the PROW for the purposes of installing facilities for the provision of services pursuant to a franchise agreement with City adopted by the City Council pursuant to Ordinance Number 430U and dated December 6, 2005 C Licensee desires to use space on certain of Licensor's Municipal Facilities located in the public right-of-way and public utilities easements within the junsdictional limits of the City to locate, place, attach, install, operate, control, and maintain Small Wireless Facilities on Licensor's Municipal Facilities D Licensee is willing to agree to comply with Licensor's requirements as provided herein E Licensee is willing to compensate Licensor in exchange for a right to use and physically occupy portions of the Municipal Facilities as provided herein AGREEMENT 1. Definitions and Exhibits. 1 1 Definitions For the purposes of this Agreement and all Exhibits attached hereto, the following terms, phrases, words and derivations shall have the meaning given herein a Antenna Equipment means all equipment associated with a Small Wireless Facility, other than the Antenna including that equipment identified at 47 C F R 01203 0015/716732 6 -1- §1 6002(c) For ease, the current definition in Section 1 6002(c) provides as follows "Antenna equipment, consistent with § 1 1320(d), means equipment, switches, wiring, cabling, power sources, shelters or cabinets associated with an antenna, located at the same fixed location as the antenna, and, when collocated on a structure, is mounted or installed at the same time as such antenna" b Antenna has the meaning set forth in 47 C F R §1 6002(b), as may be amended For ease, the current definition in Section 1 6002(b) provides as follows "Antenna, consistent with § 1 1320(d), means an apparatus designed for the purpose of emitting radiofrequency (RF) radiation, to be operated or operating from a fixed location pursuant to Commission authorization, for the provision of personal wireless service and any commingled information services For purposes of this definition, the term antenna does not include an unintentional radiator, mobile station, or device authorized under part 15 of this chapter" c Antenna Facility has the meaning set forth in 47 C F R §1 6002(d), as may be amended For ease, the current definition in Section 1 6002(d) provides as follows "Antenna facility means an antenna and associated antenna equipment " d City means City of Rancho Palos Verdes e Code means the City's Municipal Code f Commencement Date means the first day of the month following the mutual execution of this Agreement g Emergency means a situation in which there is an imminent threat of injury to person or property, or loss of life h FCC means the Federal Communications Commission i Hazardous Substance means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including but not limited to petroleum products and asbestos J Interfere or Interference means Physical Interference and Radio Frequency Interference k Laws means any and all applicable federal, state or local statutes, constitutions, ordinances, resolutions, regulations,judicial decisions, rules, permits, approvals or other applicable requirements of Licensor or other governmental entity or agency (including the FCC or any successor agency)having joint or several jurisdiction over Licensee's activities under this Agreement or having jurisdiction that is applicable to any aspect of this Agreement, including the Code (as defined above), that are in force on the date of the execution of this Agreement, and as they may be enacted, issued or amended during the Term of this Agreement 1 Municipal Facilities means Licensor-owned structures located within the PROW that are designated or approved by Licensor as being suitable for placement of 01203 0015/716732 6 -2- one or more Small Wireless Facilities, including but not limited to Licensor-owned street lights "Municipal Facilities" includes "Replacement Poles" as defined in Section 6 of this Agreement m Permit means any required permit issued under the Code, which may include any applicable zoning and land use planning permits such as conditional use permits, and those permits that monitor and control improvement, construction or excavation activities, or other work or activity, occurring upon or otherwise within the City n Physical Interference means where equipment, vegetation or a structure interferes with or causes reduced use of another's prior installed equipment, or an obstruction in a necessary line-of-sight path o PROW (or public right-of-way) means the space in, upon, above, along,across,and over the public streets,roads, lanes, courts,ways, alleys, boulevards, sidewalks, bicycle lanes, and places, including all public utility easements and public service easements as the same now or may hereafter exist, that are under the jurisdiction of the City This term also includes any definition adopted in the City's Municipal Code at Section 17 96 1490 This term does not include county, state, or federal rights-of-way or any property owned by any person or entity other than the City, except as provided by applicable laws or pursuant to an agreement between the City and any such person or entity p Radio Frequency Interference means the disruption of radio signal reception caused by any source which generates radio waves at the same frequency and along the same path as the desired wave q Replacement Pole means replacement pole as it is defined in Section 6 and approved by Licensor ✓ Site Supplement means each separate site license authorization granted by Licensor, pursuant to Section 2 below, and substantially in the form shown on Exhibit A, which shall be subject to the terms and conditions of this Agreement s Site Supplement Commencement Date means the first day of the month following the date Licensee has commenced installation of the Small Wireless Facility as approved and identified in Exhibit 1 to the Site Supplement t Small Wireless Facility means a facility meeting the definition set forth in 47 C F R §1 6002(1), as amended, and which is as specifically identified and described in Exhibit 1 attached to each approved Site Supplement (as defined above) For ease, the current definition in Section 1 6002(1) provides as follows "Small wireless facilities, consistent with § 1 1312(e)(2), are facilities that meet each of the following conditions (1) The facilities - (i) Are mounted on structures 50 feet or less in height including their antennas as defined in § 1 1320(d), or 01203 0015/716732 6 -3- (ii) Are mounted on structures no more than 10 percent taller than other adjacent structures, or (iii) Do not extend existing structures on which they are located to a height of more than 50 feet or by more than 10 percent, whichever is greater, (2) Each antenna associated with the deployment, excluding associated antenna equipment(as defined in the definition of "antenna" in § 1 1320(d)), is no more than three cubic feet in volume, (3) All other wireless equipment associated with the structure, including the wireless equipment associated with the antenna and any pre-existing associated equipment on the structure, is no more than 28 cubic feet in volume, (4) The facilities do not require antenna structure registration under part 17 of this chapter, (5) The facilities are not located on Tribal lands, as defined under 36 CFR 800 16(x), and (6) The facilities do not result in human exposure to radiofrequency radiation in excess of the applicable safety standards specified in § 1 1307(b) " u Term means the period that this Agreement is in effect as described in Section 3 1 of this Agreement The Initial Term (as defined in Section 3 1) and all Renewal Terms (as defined in Section 3 1) shall be collectively referred to herein as the "Term " 1 2 Exhibits The following numbered documents, which are occasionally referred to in this Agreement, are incorporated herein by this reference and made part of this Agreement by this reference a Exhibit A Site Supplement Exhibit 1 City Approved Site Plans and Documentation of Required City Approvals b Exhibit B Minimum Insurance Requirements In the event of any conflict or ambiguity between this Agreement and any approved Site Supplement, the approved Site Supplement (but only with respect to the subject matter or Small Wireless Facility addressed therein) shall govern and prevail 01203 0015/716732 6 -4- 2 License Grant and Terms. 2 1 Scope Licensor, as the owner of Municipal Facilities in the PROW, does hereby grant to Licensee a license to use the Municipal Facilities identified in Exhibit 1 to each approved Site Supplement to attach, install, operate, maintain, remove, reattach, reinstall, and replace the Small Wireless Facility identified therein This grant is subject to the terms, conditions and other provisions set forth in this Agreement Licensee's license to use the Municipal Facilities shall be non-exclusive as to access to and general use of the Municipal Facilities, but shall be exclusive as to the specific space/areas physically occupied by Licensee's Small Wireless Facility 2 2 Use of Municipal Facilities An approved Site Supplement allows Licensee to access, occupy and use space on each of the Municipal Facilities as identified in Exhibit 1 to the corresponding Site Supplement to attach, install,operate, maintain,upgrade,remove,reattach, reinstall,relocate and replace the Small Wireless Facility, as identified in Exhibit 1 Licensee shall have access to the Municipal Facilities upon which Small Wireless Facilities are installed at any time in the event of an emergency,otherwise only dunng the hours of 7 OOam and 7 OOpm Monday through Friday and dunng the hours of 8am and 6pm on Saturdays 2 3 Alterations, Unauthorized Equipment Licensee represents that it will not install unauthorized Antenna Facilities, or other equipment If Licensee proposes to install equipment which is different in any material way from the then-existing and approved Small Wireless Facilities, then Licensee shall first apply for and obtain the written approval, not to be unreasonably withheld, conditioned or delayed, for the use and installation of such unauthorized equipment from an authorized representative of Licensor via a new or amended Site Supplement In addition to any other submittal requirements, and if requested by Licensor, Licensee shall provide "load" (structural) calculations for all Municipal Facilities upon which it intends to attach a Small Wireless Facility or modify an approved Small Wireless Facility in the PROW Notwithstanding the foregoing, Licensee may modify its Small Wireless Facilities with like-kind Antenna Facilities without prior written approval of Licensor including, without limitation, substitution of internal components that does not result in any change to the external appearance, dimensions,or weight of the Antenna Facility or that involves replacement with an attachment that is the same, or smaller in weight and dimensions as the approved Antenna Facility Licensee's failure to comply with these limitations will constitute a material breach of this Agreement For unauthorized equipment, Licensor, after providing written notice to Licensee, may impose liquidated damages in an amount not to exceed One Thousand Dollars ($1,000) per month for the duration of the presence of the unauthorized equipment, and in addition, Licensee shall from the date of such written notice be obligated to pay for such unauthorized equipment an amount which is two times the applicable Per SWF Fee set forth in Section 4 until the breach is cured by Licensee's removal of the unauthorized equipment or by Licensee applying for and obtaining a Site Supplement (or a modification to an existing Site Supplement if applicable) for such unauthorized equipment 2 4 Licensor may request, not more than once every three (3) years, that Licensee evaluate whether there are any operationally feasible alternatives to the existing facilities so as to provide smaller, more visually attractive and/or aesthetically compatible facilities in place thereof The determination of feasibility shall be based upon the following (i) Licensee's then- current vendor(s) is/are capable of supplying Licensee with the applicable equipment, (ii) the 01203 0015/716732 6 -5- alternative does not require modification to Licensee's facilities or operating systems outside of the City's Junsdiction,(iii)the alternative will meet the functionality requirements of Licensee and is otherwise operationally compatible with the Licensee's existing equipment and facilities, and (iv)the alternative can be implemented in compliance with applicable CPUC rules and regulations Licensee shall provide a response within 90 days of the City's request The City shall have the opportunity to evaluate and comment on Licensor's response and feasibility of updated facilities If updated facilities are feasible, Licensee and Licensor shall cooperate to modify or replace the existing facilities with such updated facilities within not more than twenty-four (24) months following such approval Licensee shall bear the cost of such modification or replacement of Licensee's equipment pursuant to this Section 2 4 3. Term of Agreement, Cancellation;Termination; Removal or Abandonment at Expiration. 3 1 Agreement Term, Site Supplement Term Except as otherwise stated in this Agreement (e g , as to an extended Term to coincide with the term of a Site Supplement as described in the second paragraph of this Section), this Agreement shall be in effect for a period of ten (10) years commencing on the first day of the month following mutual execution of this Agreement ("Commencement Date"), and expiring on the day before the tenth (10th) anniversary of the Commencement Date, unless sooner cancelled or terminated as provided herein(the"Initial Term") Provided that Licensee is not in material breach of the Agreement or any Site Supplement, the Initial Term will be extended for up to two (2) successive five (5) year periods (each, a "Renewal Term") with the first Renewal Term commencing immediately upon the expiration of the Initial Term,and each additional Renewal Term commencing immediately upon the expiration of the preceding Renewal Term unless written notice of non-extension is provided by either Party to the other Party at least ninety (90) days prior to the commencement of the succeeding Renewal Term,as applicable The Initial Term and all Renewal Terms shall be collectively referred to herein as the "Term " All of the provisions of this Agreement shall be in effect during the Term and any extension of the Term One hundred and eighty (180) days prior to the expiration of any term, Licensee shall notify Licensor in writing of an upcoming expiration of any Term and the requirements herein regarding the notice of non-extension Failure to send notice shall entitle the Licensor to terminate this agreement at any time during the Term All provisions of this agreement shall be in effect during the Term and any extension of the Term Any holding over after the expiration of the Term shall be on a month-to-month basis provided Licensee continues to timely pay the Per SWF Fee due hereunder dunng such period, and until terminated by either Party with thirty (30) days' prior written notice to the other Party, provided, however, that any holding over after such termination shall constitute a default by Licensee The term of any Site Supplement shall be commensurate with the Term of this Agreement, including any extension of the Term ("Site Supplement Term"), except that (i) to the extent a longer Site Supplement Term is required by law, then such longer term shall prevail, or (ii) after year five (5) of the Term of this Agreement, the Parties may stipulate in writing to a longer Site Supplement Term for any Site Supplement, provided that no Site Supplement Term may be extended more than five(5)years beyond the Term of this Agreement If any Site Supplement has a Site Supplement Term that extends beyond the Term of this Agreement, the provisions of this Agreement shall remain in effect solely for purposes of governing that Site Supplement Nothing in any Site Supplement Term shall be construed as extending the Term of this Agreement 01203 0015/716732 6 -6- 3 2 Site Supplement Cancellation Licensee may cancel any Site Supplement at any time by providing Licensor with thirty (30) days' express written notice of cancellation Any prepaid Fees shall be retained by Licensor This Agreement and all Site Supplements may only be cancelled or terminated as provided in this Agreement or any Site Supplement Licensor shall be entitled to cancel any Site Supplement in accordance Section 7 4 or 7 5 or for any default of this Agreement 3 3 Abandonment If Licensee abandons the use of any Municipal Facility location for a period of three (3) or more consecutive months or if the applicable Site Supplement terminates or expires, the Small Wireless Facility for such Municipal Facility shall be removed by Licensee at the expense of Licensee within ninety (90) days of receipt of written notice from Licensor In the event Licensee is unable or refuses to remove such Small Wireless Facility when requested by Licensor, Licensor may take all actions necessary to remove the Small Wireless Facility and Licensee shall be responsible for all costs incurred for such removal should Licensee fail to reimburse Licensor for all costs incurred, Licensor may act on the bond 4 Fees and Charles.Licensee shall be solely responsible for the payment of all costs, fees and charges in connection with Licensee's performance under this Agreement,including those set forth as follows 4 1 License Charges The Licensee shall pay to the City a one-time charge of Two Thousand and Seven Hundred Dollars ($2,700) (representing a license fee of$39/year x 10 years, plus an administrative fee of $231/year x 10 years) for each Small Wireless Facility of Licensee authorized pursuant to a Site Supplement ("Per SWF Fee") The fee shall be due within thirty (30) days of the Site Supplement Commencement Date Each renewal term Licensee shall pay to the City a one-time charge of$1,350 a Licensee represents and warrants that none of the rates or fees offered by Licensee to any other entity with respect to any Small Wireless Facility, wherein the Small Wireless Facility is located in the same county as Licensor, or in any city having boundaries adjacent to Licensor's boundaries, is or will be more favorable, from the perspective of the Licensor, than the Per SWF Fee under this Agreement If Licensee agrees to such a rate or fee that is more favorable than the Per SWF Fee under this Agreement, Licensor shall be entitled under this Agreement to such rate or fee as the Per SWF Fee on and after the date such rate or fee becomes effective 4 2 Permit No payment collected under this Agreement shall be for any Permit issued in connection with the installation of a Small Wireless Facility at any Municipal Facility Permit requirements, fees and charges are solely governed by the requirements imposed by the Code or Licensor's adopted Fee Schedule 4 3 Taxes Licensee shall pay all applicable City, county and state taxes levied, assessed, or imposed by reason of this Agreement or those related to any of Licensee's Small Wireless Facilities and/or provided services 4 4 Utilities, Electric Meters Prohibited Licensee shall compensate Licensor for its use of electricity or other utilities for its operations of the Small Wireless Facility on the 01203 0015/716732 6 -7- Municipal Facility For the use of electricity, Licensee shall pay to Licensor the amount of anticipated use of electricity at the current rate imposed by the electric company At the time of execution of this agreement, it is anticipated that the Small Wireless Facility Licensee shall utilize 0 12kWh per day resulting in a total cost of thirteen dollars ($13) for each Small Wireless Facility per year This amount shall be paid at the time of payment of the Per SWF Fee Should the City come to learn that Licensee's facility has resulted in electrical charges in amount in excess of$13, Licensee shall pall charges incurred upon receipt of an invoice from the City While it is not anticipated that the Licensee will utilize any utility meters for the operation of the Small Wireless Facility, Licensee acknowledges that it shall not be allowed to install meters in the PROW 4 5 Payments Made All fees and/or additional payments shall be payable to Licensor at City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275, or to such other persons or at such other places as Licensor may designate in writing 5. Additional Licenses and Permits Required by Code. All of the Small Wireless Facilities will be installed,operated and maintained by or on behalf of Licensee in accordance with applicable Laws Licensee or its designee is required to apply for and obtain all applicable Permits required by the Code for installation of Small Wireless Facilities and for work performed within the PROW, and the Small Wireless Facilities must be installed, and the PROW used according to the plans submitted and approved by Licensee (see Exhibit 1 to the Site Supplement) Execution of this Agreement or any Site Supplement does not constitute the issuance of a Permit Nothing in this Agreement shall limit in any way Licensee's obligation to obtain any applicable required regulatory approvals from any Licensor department, board or commission, or from any other governmental agency that has regulatory authority over Licensee's proposed activities involving use of the Municipal Facilities in the PROW and/or Licensee's obligation to obtain any required proprietary approvals or agreements to use Licensor property other than Municipal Facilities covered by this Agreement All work performed pursuant to the rights granted by this Agreement is subject to the prior review and approval of Licensor in accordance with its customary permitting procedures 6. Basic Design and Installation Requirements for Using Municipal Facilities.All of Licensee's construction and installation work for its Small Wireless Facilities on the Municipal Facilities shall be performed at Licensee's sole cost and expense and in a good and workmanlike manner and promptly completed When Licensee and Licensor have agreed on an existing Municipal Facility location as a suitable site for Licensee's Small Wireless Facility, but the existing Municipal Facility needs to be replaced to accommodate the Small Wireless Facility,then the Site Supplement shall so specify and Licensee shall pay all costs related to replacing the Municipal Facility, including but not limited to installation of the replacement pole (the "Replacement Pole"),transfer of the streetlight fixtures, and/or other items attached to the existing Municipal Facility to the Replacement Pole, and removal and salvage of the existing Municipal Facility to Licensor Payment of the pole replacement costs does not provide Licensee with any ownership interest in the Replacement Pole Licensor will be deemed to own the original Municipal Facility and the Replacement Pole The installation or attachment of the Small Wireless Facility using the Replacement Pole shall be at Licensee's sole cost and expense 6 1 Licensee shall be solely responsible for fully complying with any and all Laws and/or court orders regarding disabled access as may be impacted or affected by Licensee's 01203 0015/716732 6 -8- use of the Municipal Facility or the installation, operation and maintenance of any Small Wireless Facility Licensee shall be solely responsible for any and all damages caused by, and/or penalties levied as a result of, Licensee's noncompliance Further, Licensee agrees to cooperate fully with Licensor in its efforts to comply with the Americans with Disabilities Act of 1990 and any amendments thereto, or successor statutes 6 2 Should Licensee fail to comply with Subsection 6 1, then Licensor shall have the right, but not the obligation, to perform, or have performed, whatever work is necessary to achieve compliance Licensee will then be required to reimburse Licensor for the actual cost of achieving compliance 7 Conditions and Requirements Applicable to Site Supplements 7 1 Small Wireless Facility Locations For each installation, Licensee or its designee shall submit plans and specifications for Licensor review and approval which shall, at a minimum, identify the Municipal Facility that Licensee proposes to use and the basic design and location of the Small Wireless Facility Upon Licensor approval, the Licensor approved plans depicting all Antenna Facilities shall be attached to each Site Supplement as part of Exhibit 1 If Licensee desires to change or add new locations,Licensee will submit a proposed Site Supplement indicating the additional Municipal Facilities that it wishes to use, which additions or changes or modifications shall be subject to further Licensor approvals and permits Additions, modifications and colocations not shown in an approved Site Supplement shall be subject to further Licensor approvals 7 2 Damage to Licensor Property If Licensee damages or disturbs the surface or subsurface of any PROW or adjoining property, Municipal Facility, pole, streetlight fixture, traffic signal, or other public improvement, in the exercise of the rights granted through this Agreement, Licensee will promptly, at its own expense, and in a manner reasonably acceptable to Licensor, repair the damage or disturbance 7 3 Public Emergency In the event of an Emergency or to protect the public health or safety,Licensor may require Licensee to deactivate such Small Wireless Facility prior to Licensor accessing or performing any work on a Municipal Facility on which Licensee has installed a Small Wireless Facility,should any of Licensor's employees or agents must move closer to the Small Wireless Facility than the FCC recommended minimum distance In such case, Licensor will contact Licensee at the number provided in Subsection 19 2 to request immediate deactivation Further, Licensee shall install a disconnect device at each Municipal Facility on which it installs a Small Wireless Facility, so that in case of Emergency or to protect the public health or safety, where Licensee is not able to immediately deactivate the Small Wireless Facility, Licensor may disconnect such Small Wireless Facility from its power source and safely shut it down Once the work has been completed and the worker(s) have departed the exposure area, the Party who accomplished the power-down shall restore power and inform the other Party as soon as possible that power has been restored 01203 0015/716732 6 -9- 7 4 Municipal Facility Replacement a Subject to Subsection 7 4(d), if a Municipal Facility, in Licensor's sole discretion, requires replacement or repair, Licensor shall provide Licensee at least thirty (30) days prior written notice of such replacement or repair(except in the case of emergency threatening the public health, safety or welfare, in which case prior notice to Licensee shall be as soon as reasonably practical) After written notice to Licensee of a proposed replacement or repair to a Municipal Facility, Licensor shall have the right to replace the Municipal Facility at Licensor's reasonable cost, unless the parties agree in writing to an alternative arrangement for which party shall undertake the repair or replacement However, Licensor shall under no circumstances have responsibility for, or bear the costs for, replacement of Licensee's Small Wireless Facility itself In the event Licensor and Licensee agree in writing to have Licensee replace or repair the Municipal Facility, Licensee shall perform such replacement within ninety (90) days thereafter, and Licensor shall reasonably cooperate with Licensee to temporarily relocate its Small Wireless Facility, if necessary b Should Licensor come into possession of the Small Wireless Facility, Licensor will contact Licensee to pick up the damaged Small Wireless Facility and Licensee may reinstall its Small Wireless Facility once the replacement pole is installed and functioning as a Municipal Facility Licensor shall not be obligated to store the Small Wireless Facility in excess of thirty (30) days Licensor may charge commercially reasonable fees for all storage space and time c Licensee shall have the right to temporarily use a Municipal Facility for its operation during the replacement period at a location reasonably acceptable to both Licensor and Licensee d In the event Licensor is responsible for replacing the Municipal Facility with a Replacement Pole, Licensor shall only be responsible for the cost of a standard pole, and Licensee shall be responsible for the cost of the Replacement Pole in excess of the cost of a standard pole 7 5 Removal and Relocation a Licensee understands and acknowledges that Licensor may require Licensee to relocate one or more of its Small Wireless Facilities as provided in this Section 7 5(a) Licensee shall,at Licensor's direction and upon one hundred eighty(180)days pnor written notice to Licensee, relocate such Small Wireless Facility at Licensee's sole cost and expense whenever Licensor reasonably determines that the relocation is needed for any purpose (other than for the purpose of offering such space to another non-governmental third party) including but not limited to (i) if required for the construction, modification, completion, repair, relocation, or maintenance of a Licensor or other public agency project, (ii) because the Small Wireless Facility is interfering with or adversely affecting proper operation of Licensor-owned Poles, traffic signals, communications, or other Municipal Facilities, or (iii) Licensor is abandoning or removing the Municipal Facility In any such case, Licensor shall use reasonable efforts to afford Licensee an alternate location that reasonably serves Licensee's coverage objective Licensee acknowledges that if Licensor is permanently removing the Municipal Facility due to an undergrounding project, 01203 0015/716732 6 -10- Licensee may be required to seek an appropriate location outside the PROW or outside Licensor- owned infrastructure or structure Nothing in this Agreement gives the Licensee the authorization to install a new pole in the PROW as a result of any relocation requirement If Licensee shall fail to relocate any Small Wireless Facility as requested by Licensor in accordance with the foregoing provision, Licensor shall be entitled to remove the Small Wireless Facility at Licensee's sole cost and expense, without further notice to Licensee Within thirty (30) days of the date of a written demand for this payment from Licensor, Licensee shall pay to Licensor the actual costs and expenses incurred by Licensor in performing any removal work and any storage of Licensee's property after removal b In the event Licensee desires to relocate any Small Wireless Facility from one Municipal Facility to another, Licensee shall so advise Licensor Licensor will use reasonable efforts to accommodate Licensee by making another reasonably equivalent Municipal Facility available for use in accordance with and subject to the terms and conditions of this Agreement In the event another Municipal Facility is not available, Licensor and Licensee shall be entitled to cancel the Site Supplement in accordance with Section 3 2 c In lieu of the relocation of Licensee's Small Wireless Facility in the case of removal of a Municipal Facility as provided in Subsection 7 5(a), unless the Municipal Facility is needed for a legitimate public purpose, Licensor may, in its sole discretion, allow Licensee to purchase the Municipal Facility, and continue to use the same pursuant to the then existing Site Supplement,at a commercially reasonable price commensurate with its then-existing value Licensee and Licensor shall document any such transfer of ownership via a bill of sale 7 6 Non-Interference The following provisions shall apply to ensure and/or avoid Interference (both Physical Interference and Radio Frequency Interference) resulting from Licensee's installation, operation and/or maintenance of its Small Wireless Facility a Radio Frequency Interference Consistent with applicable Laws, Licensee shall ensure that the Small Wireless Facility will not cause Radio Frequency Interference with wireless communication facilities or devices, cable television, broadcast radio or television systems, or satellite broadcast systems existing at the time of installation of the Small Wireless Facility Further, Licensee shall ensure that the Small Wireless Facility will not cause any Radio Frequency Interference, now or in the future with Licensor's traffic, public safety or other communications signal or equipment existing at the time of installation of the Small Wireless Facility b Existing Uses Licensee acknowledges and agrees that the primary purpose of the Municipal Facilities is to serve the public Licensor is willing to permit the installation of Licensee's Small Wireless Facilities on Municipal Facilities only where such use will not Interfere with the existing public purposes (as of the installation date of Licensee's Small Wireless Facility) and future primary service requirements and facilities, or the primary service requirements of Licensor and others authorized to use the Municipal Facilities of Licensor existing as of the date of the applicable Site Supplement Licensee shall not Interfere in any manner with the existing uses of the Municipal Facilities or other Licensor property including PROW, sanitary sewers,water mains, storm drains,gas mains,poles,aerial and underground electric and telephone 01203 0015/716732 6 -1 1- wires, streetlight fixtures, cable television, and other telecommunications, utility, and municipal property without the express written approval of the owner(s)of the affected property or properties c Licensor Interference Licensor has the right, but not the obligation, to maintain and operate its Municipal Facilities in such reasonable manner as will best enable Licensor to serve the primary purpose acknowledged in Subsection 7 6(b)above Notwithstanding the foregoing, and limited to within three hundred (300) feet of the Municipal Facility authorized for Licensee's use pursuant to a Site Supplement,as to Licensor and/or any other tenants,licensees, or Carriers that come to take possession of space on,and utilize,Municipal Facilities in the PROW, Licensor shall use its best efforts to ensure that such new installations will not cause actual adverse Interference to Licensee's Equipment that is measurable in accordance with then existing industry and FCC standards If Licensor desires to install equipment in the vicinity of a Small Wireless Facility, reasonable efforts shall be made by Licensor and Licensee to accommodate such equipment while maintaining Licensee's quiet enjoyment and continued operations of its Small Wireless Facility d Remedies Without limiting any other rights or remedies, if Interference occurs and continues for a period in excess of 24 hours following notice to the interfering party via telephone, at the phone number identified at Subsection 19 2, the interfering party shall, or shall require any other user to, reduce power or cease operations of the interfering equipment until the Interference is cured The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Subsection 7 6, and therefore the Parties shall have the right to equitable remedies such as, without limitation, injunctive relief and specific performance 8 Damase to Licensee's Small Wireless Facility. In the event of any damage to a Small Wireless Facility, Licensor shall have no liability or responsibility to repair the same unless such damage arose from the gross negligence or willful misconduct of Licensor, its employees, agents, or contractors, provided however, in such case, Licensor's liability shall be limited to the cost to repair or replace the same 9. Title and Ownership. 9 1 Title to the Small Wireless Facilities Title to the Small Wireless Facilities, exclusive of the Municipal Facility (original or replacement) used for support, shall remain with Licensee and shall constitute Licensee's personal property and equipment, and not fixtures or improvements attached to the land 9 2 No Ownership in Licensor Property Neither this Agreement, nor any license issued pursuant hereto, nor any Permit separately issued for installation of any Small Wireless Facility, regardless of the payment of any fees and charges, shall create or vest in Licensee any ownership or property rights in any portion or elements of Municipal Facilities, the underlying real property on which any Licensor-owned poles is located, or any portion of the PROW Additionally, except as otherwise expressly provided herein, Licensee acknowledges that this Agreement does not constitute or create any property interest including but not limited to a leasehold interest or right to the benefit of any Licensor property or portion thereof 01203 0015/716732 6 -12- 9 3 "As Is" Condition Licensee accepts the Municipal Facilities identified in any Site Supplement, or any Replacement Pole, in its "AS IS" condition, without representation or warranty of any kind by Licensor, or any Licensor officer, agent, or employee as to the present or future condition of or suitability of the Municipal Facilities for Licensee's intended use, and subject to all applicable Laws governing the use of the Municipal Facilities for Licensee's intended purpose Licensor disclaims any and all warranties express or implied with respect to the physical, structural,or environmental condition of the Municipal Facilities and the merchantability or fitness for a particular purpose Licensee is solely responsible for investigation and determination of the condition and suitability of any Municipal Facility for Licensee's intended use 10. Maintenance. Licensor shall maintain and keep the Municipal Facility containing a Small Wireless Facility in good condition and in accordance with Licensor's standard maintenance requirements, at its sole cost and expense Licensee shall keep the Small Wireless Facility and other improvements by Licensee on the Municipal Facility, if any, in good repair and in compliance with all Laws 11. Hazardous Substances. Licensee agrees that Licensee, its contractors, subcontractors and agents, will not use, generate, store, produce, transport or dispose any Hazardous Substance on, under, about or within the PROW in which it is located in violation of any applicable federal, state, county, or local law or regulation Except in the event of negligence or intentional misconduct by Licensor, Licensee will pay, indemnify, defend and hold Licensor harmless against and to the extent of any loss or liability incurred by reason of any Hazardous Substance produced, disposed of, or used by Licensee pursuant to this Agreement Licensee will ensure that any on-site or off-site storage, treatment, transportation, disposal or other handling of any Hazardous Substance will be performed by persons who are properly trained, authorized, licensed and otherwise permitted to perform those services 12. Indemnity. To the fullest extent permitted by law, Licensee shall indemnify, defend with counsel reasonably approved by Licensor, and hold harmless Licensor, and its City Council, boards, commissions, officials, officers, employees, and agents (collectively, "Indemnitees"), from and against any and all claims, demands, obligations, damages, actions, causes of action, suits, proceedings, losses, judgments, fines, penalties, liabilities, costs and expenses(including without limitation,reasonable attorneys' fees,disbursements and court costs) of every kind and nature whatsoever (collectively, "Claims") which relate to (i) approval of this Agreement and/or any Site Supplement(s) related hereto, or (ii) Licensee's, or its employees', contractors', or agents', construction, operation, use, or related activity under this Agreement, provided,however,the foregoing indemnity shall not apply to the extent such Claims are the result of the active negligence or willful misconduct of Licensor This indemnification shall include, but not be limited to, damages awarded against Indemnitees, if any, costs of suit, attorneys' fees, and other expenses incurred in connection with such Claim, whether incurred by Licensee or Indemnitees Licensee shall indemnify Indemnitees for all costs, reasonable attorneys' fees, and damages which Indemnitees incur in enforcing the indemnification provisions set forth in this condition Licensee shall pay to Licensor upon demand any amount owed pursuant to the indemnification requirements prescribed herein The provisions of this Section shall survive the expiration or earlier termination of this Agreement 01203 0015/716732 6 -13- 13 Insurance Requirements 13 1 Licensee's Insurance Licensee shall procure and maintain insurance in the amounts and form specified in attached Exhibit B 13 2 Certificates Licensee shall submit to Licensor a Certificate of Insurance or Self-Insurance is submitted as verification of coverage, Licensor will reasonably rely upon the Certificate as evidence of coverage, but this acceptance and reliance will not waive or alter in any way the insurance requirements or obligations of this Agreement If any of the required policies expire during the life of this Agreement, Licensee shall forward renewal or replacement Certificates to Licensor within fifteen (15) business days after the renewal date containing all the necessary insurance provisions 14. Assignment/Subletting. Except as expressly provided herein, this Agreement and each site license granted pursuant to an individual Site Supplement is applicable only to Licensee and for Licensee's use only Licensee shall not lease, sublicense, share with, convey or resell to others any such space or rights granted hereunder This Agreement and the related rights, duties, and privileges may not be assigned or otherwise transferred in whole or in part without the express written consent of Licensor, provided, however, Licensee shall have the right to assign this Agreement to any parent,subsidiary,affiliate,or any person,firm,or corporation that shall control, be under the control of, or be under common control with Licensee, or to any entity into which Licensee may be merged or consolidated or which purchases all or substantially all of the assets of Licensee that are subject to this Agreement If Licensor, pursuant to this Section, consents to assign or otherwise transfer this Agreement including any amendments, shall be binding on the assignee to the full extent that it was binding upon Licensee 14 1 Any non-permitted transfer or assignment of the right to attach Small Wireless Facilities to a Municipal Facility shall be void and not merely voidable Licensor may, in its sole discretion and in addition to all other lawful remedies available to Licensor under this Agreement, collect any fees owed from Licensee all without prejudicing any other right or remedy of Licensor under this Agreement No cure or grace periods shall apply to transfers or assignment prohibited by this Agreement or to the enforcement of any provisions of this Agreement against a transferee or assignee who did not receive Licensor's consent 15 Default. It is a"Default" if(i) either Party fails to comply with this Agreement or any Site Supplement and does not remedy the failure within thirty (30) days after written notice by the other Party or, if the failure cannot reasonably be remedied in such time, if the failing Party does not commence a remedy within the allotted thirty (30) days and diligently pursue the cure to completion within ninety (90) days after the initial written notice, or(ii) Licensee fails to comply with this Agreement or any Site Supplement and the failure Interferes with Licensor's use of its Municipal Facility in a manner not covered by Section 7 6 and Licensee does not remedy the failure within twenty (20) days after written notice from Licensor or, if the failure cannot reasonably be remedied in such time, if Licensee does not commence a remedy within the allotted twenty (20) days and diligently pursue the cure to completion within thirty (30) days after the initial written notice 01203 0015/716732 6 -14- 16 Termination/Revocation. In the event of a Default, without limiting the non- defaulting Party in the exercise of any right or remedy which the non-defaulting Party may have by reason of such Default, the non-defaulting Party may terminate this Agreement if the Default affects all Site Supplements and the Agreement as a whole, or may terminate the applicable Site Supplement subject to the Default, and/or pursue any remedy now or hereafter available to the non-defaulting Party under applicable Laws 17. Removal. Within sixty (60) days of the expiration or earlier termination of the applicable Site Supplement,Licensee shall remove the Small Wireless Facility authorized pursuant to said Site Supplement, at its sole expense, shall repair any damage to the Municipal Facility or the PROW caused by such removal, and shall restore the Municipal Facility to the condition in which they existed prior to the installation of the Small Wireless Facility,reasonable wear and tear excepted 18. Notices. 18 1 Written Notice All written notice, request, demand, statement, or consent herein required or permitted to be given by either party to the other hereunder, shall be in writing signed by or on behalf of the party giving the notice and addressed to the other at the address as set forth below Licensee TO THE GAS COMPANY: Southern California Gas Company 555 West Fifth Street Los Angeles, CA 90013 Attn David Mercer Manager, Advanced Meter Network Deployment Tel (213) 244-5415 Licensor City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90275 Attn Department of Public Works With copy to Aleshire & Wynder, LLP 18881 Von Karman Avenue Suite 1700 Irvine, CA 92612 Attention City Attorney, City of Rancho Palos Verdes Each Party, may by written notice, change its address for the purpose of this Agreement, which address shall thereafter be used in place of the former address Each notice,demand,request, or communication which shall be mailed to any of the aforesaid shall be deemed sufficiently given, served, or sent for all purposes hereunder (i) two business days after it shall be mailed by United States certified mail,postage prepaid and return receipt requested, in any post office or branch post office regularly maintained by the United States Postal Service, (ii)upon personal delivery, or(iii) one business day after deposit with any recognized commercial air courier or express service Any 01203 0015/716732 6 -15- communication made by e-mail shall not constitute notice pursuant to this Agreement unless Licensor agrees in writing and wherein Licensor designates the individual authorized to receive notice on behalf of Licensor Any email communication with Licensor shall not constitute notice unless said communication is sent to Licensor's designated individual 18 2 Telephonic Notice In the event of an Emergency or otherwise required herein, telephonic notice shall be given as follows To Licensee at 800-427-2200 and to Licensor at 310-544-5252 Should this information change, Parties shall promptly notify the other 19 Miscellaneous. 19 1 Entire Agreement, Amendments This Agreement constitutes the entire agreement and understanding between the Parties, and supersedes all negotiations,understandings or agreements Any amendment to this Agreement must be in writing and executed by both Parties 19 2 Severability If any provision of this Agreement is deemed, by a court of competent jurisdiction,to be invalid or unenforceable with respect to any Party,then the remainder of this Agreement, or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and shall remain in effect to the fullest extent permitted by law, and shall be construed so to effectuate the intent of the Parties 19 3 Governing Law This Agreement shall be governed by the laws of the State of California without regard to choose of law rules 19 4 Attorneys' Fees Should any dispute arising out of this Agreement lead to litigation, the prevailing party shall be entitled to recover its costs of suit, including (without limitation) reasonable attorneys' fees 19 5 Authority to Execute Any individual executing this Agreement on behalf of or as representative for a corporation or other person, partnership or entity, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such Party,and this Agreement is binding upon such Party in accordance with its terms Licensor hereby designates, and authorizes, the City Manager to execute all Site Supplements and amendments thereto entered into under this Agreement This designation and authorization may be changed by Licensor upon written notice to Licensee 19 6 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 19 7 No Waiver A Party shall not be excused from complying with any of the terms and conditions of this Agreement by any failure of a Party upon any one or more occasions to insist upon or to seek compliance with any such terms or conditions 19 8 Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language and definitions used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply 01203 0015/716732 6 -16- 19 9 Force Majeure With respect to any provisions of this Agreement, the violation or non-compliance of any term of this Agreement which could result in the imposition of a financial penalty, liquidated damages, forfeiture or other sanction upon a Party, such violation or non-compliance shall be excused where such violation or non-compliance is the result of acts of God, epidemic, war, civil disturbance, strike or other labor unrest, or other events, the occurrence of which was not reasonably foreseeable by such Party and is beyond such Party's reasonable control 19 10 Limitation of Liability Neither Party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology,rights or services, incidental,punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service,even if advised of the possibility of such damages, whether under theory of contract, tort(including negligence), strict liability or otherwise 19 11 Time is of the Essence Time is of the essence with regard to the performance of all of Licensee's and Licensor's obligations under this Agreement 19 12 Amendments to Laws and Code The Licensee shall comply with all Laws and Code The obligation to comply with any Laws and Code shall extend to any amendments which may be made to those Laws and Code during the Term of this Agreement or any Site Supplement, to the extent such application does not adversely affect any of Licensee's legally vested rights (including but not limited to Licensee's rights under any approved governmental permit), and only to the extent such amended Laws and Code are applicable /SIGNATURES ON NEXT PAGE! 01203 0015/716732 6 -17- IN WITNESS WHEREOF, the Parties have executed this Agreement as of this jS day of ---lur.e. , 2021 (the "Execution Date") APPROVED AS TO CONTENT LICENSEE SOUTHERN CALIFORNIA GAS By COMPANY, a California corporation By _j ::7 Date Its David Mercer, AM Network& Tech Mgr By LICENSOR City of Rancho Palos Verdes, Its Aineakho Ojior, DCU Field Ops Mgr amunic op•. -' 1•' Date 08/04/21 By Address 555 West Fifth Street Ara . - Manager Los Angeles, CA 90013 Date k c) ' c. -2.A2-1 Attn David Mercer Manager, Advanced Meter Network ATTEST By 4:1ere Takaoka, City Clerk Date tsiis o,, I APPROVED AS TO FORM By Ad _ William W ender, City Attorney Date 4 /5-a 2 01203 0015/716732 6 -18- EXHIBIT A [Form of Site Supplement] Site Supplement 1 Supplement This is a Site Supplement as referenced in that certain MASTER LICENSE AGREEMENT BETWEEN THE CITY OF RANCHO PALOS VERDES AND Southern California Gas Company FOR USE OF MUNICIPAL FACILITIES TO INSTALL SMALL WIRELESS FACILITIES, between Licensor and Licensee dated dc-rwg c , 2021 ("Agreement") Licensee has submitted an application for a Site Supplement pursuant to the Agreement, and Licensor has reviewed the application and grants approval subject to the terms of this Site Supplement All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement In the event of a contradiction, modification or inconsistency between the terms of the Agreement and this Site Supplement, the terms of this Site Supplement shall govern Capitalized terms used in this Site Supplement shall have the same meaning as provided in the Agreement unless otherwise indicated herein 2 Project Description and Locations Licensee shall have the nght to attach a Small Wireless Facility to the designated space on the specific Municipal Facility as further described in Exhibit 1 attached hereto (the "Licensed Area") 3 Small Wireless Facility The Small Wireless Facility to be installed at the Licensed Area, including the approved Antenna Facilities for the Small Wireless Facility, is listed and depicted on plans included in Exhibit 1 attached hereto 4 Replacement Pole In accordance with Section 6 of the Agreement, Licensee's Small Wireless Facility shall require the installation of a Replacement Pole as depicted in Exhibit 1 attached hereto 5 Term In accordance with Subsection 3 1 of the Agreement, the term of this Site Supplement shall be 10 year provided the License is in compliance with the Agreement and said term shall be extended consistent with the terms of the Agreement 6 Fees The initial annual Per SWF Fee for the Site Supplement Term of this Site Supplement shall be $2,700 as determined in accordance with the Agreement, and as adjusted by Subsection 4 1 of the Agreement 7 Site Supplement Commencement Date The first day of the month following the date Licensee has commenced installation of its Small Wireless Facility at the Licensed Area If Licensee does not commence installation of the Small Wireless Facility within one hundred twenty (120) days after Licensee receives all Permits and other approval required to proceed with the installation of the Small Wireless Facility,the Site Supplement shall be void unless Licensor agrees in writing to extend the time for commencing installation of the approved Small Wireless Facility 8 Miscellaneous N/A [SIGNATURES ON NEXT PAGE] 01203 0015/716732 6 A-1 APPROVED as of the date shown below LICENSOR City of Rancho Palos Verdes a California mum corporation By Name AVr '"i`% t 2-t'ri4vL Title ami DATE 1O' �` 2.4 ACCEPTED BY LICENSEE Southern California Gas Company, a California Corporation By -1P-i =7 Print Name David Mercer Title AM Network & Tech Mgr By Print Name Aineakho Ojior Title DCU Field Ops Mgr Exhibits. Exhibit 1 - City Approved Site Plans and Documentation of Required City Approvals 01203 0015/716732 6 A-2 Exhibit 1 to Site Supplement [City Approved Site Plans and Documentation of Required City Approvals] 01203 0015/716732 6 A-3 EXHIBIT B Licensee's Minimum Insurance Requirements 1. General. A Prior to performing work under this Agreement, Licensee shall furnish Licensor a certificate of insurance on a standard insurance industry ACORD form The insurance coverage required must be issued by an insurance company eligible to transact business in the State of California, possessing a current A M Best, Inc rating of A-VII or better, and coverage shall be reasonably satisfactory to Licensor B Licensee shall procure and maintain the insurance coverage set forth below and shall require any of its contractors to procure and maintain substantially the same coverage as required of Licensee, until all of their obligations have been discharged Licensee shall ensure that Licensor is an additional insured on insurance required from Licensee's contractors For CGL coverage, Licensee's contractors shall provide coverage with a form at least as broad as CG 20 38 04 13 C The insurance requirements set forth herein in no way limit the indemnity covenants contained in this Agreement D Licensor in no way warrants that the insurance limits contained in this Agreement are sufficient to protect Licensee from liabilities that might arise out of the performance of this Agreement by Licensee and its contractors, and Licensee is free to purchase any additional insurance as it may deem necessary E Failure to demand evidence of full compliance with the insurance requirements in this Agreement or failure to identify any insurance deficiency will not relieve Licensee from, nor will it be considered a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement 2. Scope and Limits of Insurance. Licensee shall provide the required coverage with limits of liability stated below A Commercial General Liability-Occurrence Form Commercial General Liability insurance, per form ISO CGL 00 01 or equivalent, with a limit of$1,000,000 per occurrence for bodily injury and property damage and $2,000,000 general aggregate, including premises- operations, products and completed operations, independent contractor, contractual liability, personal injury and advertising injury B Commercial Automobile Liability Commercial Automobile Liability insurance in the amount of $1,000,000 combined single limit each accident for bodily injury and property damage covering all Licensee-owned, hired, and/or non-owned vehicles assigned to or used in the performance of Licensee's work or activities under this Agreement C Workers Compensation and Employers Liability Insurance Workers Compensation insurance in compliance with the statutory requirements of the state of operation 01203 0015/716732 6 B-1 and Employer's Liability with a limit of$1,000,000 for each accident, $1,000,000 disease for each employee, $1,000,000 disease-policy limit D Notwithstanding the foregoing, Licensee may, in its sole discretion, self-insure any of the required insurance under the same terms as required by this Agreement In the event Licensee elects to self-insure its obligation under this Agreement to include Licensor as an additional insured, the following conditions apply (i) Licensor shall promptly and no later than thirty (30) days after written notice thereof provide Licensee with written notice of any claim, demand, lawsuit, or the like for which it seeks coverage pursuant to this Section and provide Licensee with copies of any demands, notices, summonses, or legal papers received in connection with such claim,demand, lawsuit,or the like, (ii)Licensor shall not settle any such claim,demand, lawsuit, or the like without the prior written consent of Licensee, and (ni) Licensor shall fully cooperate with Licensee in the defense of the claim, demand, lawsuit, or the like 3 Additional Policy Provisions Required. A Miscellaneous Provisions i Licensee's required insurance coverage must be primary insurance with respect to Licensor, its officers, officials, and employees Any insurance or self-insurance maintained by Licensor, its officers, officials, and employees shall be in excess of the coverage provided by Licensee and must not contribute to it ii Licensee's insurance must apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability iii Licensee hereby agrees to waive rights of subrogation which any insurer of Licensee may acquire from Licensee by virtue of the payment of any loss Licensee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of Licensor for all work performed by the Licensee, its employees, agents and subcontractors The policies must contain a severability of interest clause and waiver of subrogation against Licensor, its officers, officials, and employees, for losses arising from work performed by Licensee for Licensor iv Licensee is required to maintain Commercial General Liability insurance as specified herein for the Term of this Agreement Licensee must submit an annual Certificate of Insurance evidencing Commercial General Liability insurance during this period evidencing the insurance requirement and, including the required Additional Insureds set forth herein v Upon receipt of notice from its insurer, Licensee shall use its best efforts to provide Licensor with thirty (30) days' prior written notice of cancellation or non-renewal of any required coverage that is not replaced Such notice shall be sent in accordance with Section 19 of this Agreement B Licensor as Additional Insured The above-referenced policies shall, excluding workers compensation and employer's liability,include Licensor, its officers,officials,employees, and agents as an additional insured as their interest may appear under this Agreement with respect to liability arising out of activities of Licensee 01203 0015/716732 6 B-2 CERTIFICATE OF CORPORATE SECRETARY OF SOUTHERN CALIFORNIA GAS COMPANY The undersigned hereby certifies that: 1. She is the duly elected and acting Corporate Secretary of SOUTHERN CALIFORNIA GAS COMPANY, a California corporation (the “Corporation”). 2. The attached Appendix A is a true and correct copy of resolutions adopted by the Board of Directors of the Corporation at a meeting held on May 21, 2010, and modified October 22, 2015, indicating the authority of the above person to enter into commitments on behalf of the Corporation. Such resolutions are in full force and effect on the date hereof. IN WITNESS WHEREOF, the undersigned hereunto has subscribed her name on this 24th day of June, 2021. ____________________________________ APRIL R. ROBINSON Corporate Secretary DocuSign Envelope ID: DD728AE5-061E-43C2-8610-2C9DBB825340 APPENDIX A DocuSign Envelope ID: DD728AE5-061E-43C2-8610-2C9DBB825340 302965 1 SOUTHERN CALIFORNIA GAS COMPANY __________________________________ Resolutions Adopted by the Board of Directors By Unanimous Written Consent On October 22, 2015 __________________________________ COMMITMENTS AUTHORITY WHEREAS, pursuant to the Company’s Commitments Authority resolutions adopted May 21, 2010 (“Commitments Authority”), the Chief Executive Officer, President, Chief Operating Officer and each Vice President of the Company have been authorized to enter into commitments on behalf of the Company within certain limits; WHEREAS, effective June 6, 2015, certain individuals’ titles and positions as officers of the Company changed from Vice President, however designated, to Chief Information Officer and Chief Administrative Officer (“Chief Officers”); WHEREAS, the Board deems it in the best interest of the Company to clarify that the Chief Officers, have each been conferred the same authority as Vice Presidents to enter into commitments on behalf of the Company; and WHEREAS, for purposes of any other resolutions giving a Vice President, however designated, authority to take any action, including without limitation entering into any commitment or exercising any right, the Board deems it in the best interest of the Company to clarify that the Chief Officers have each been conferred the same authority as Vice Presidents to enter into commitments on behalf of the Company. NOW, THEREFORE, BE IT RESOLVED, that for purposes of the Company’s Commitments Authority, and for any other resolution giving a Vice President, however designated, authority to take any action, including without limitation entering into any commitment or exercising any right, the Board confers upon the Chief Officers of the Company the same authority conferred upon Vice Presidents, however designated, to enter into such commitments. RESOLVED FURTHER, that the Board ratifies and adopts all prior actions taken by the Chief Officers on behalf of the Company since June 6, 2015, that would otherwise have been authorized and approved under the Company’s Commitments Authority or any other resolution conferring such authority on Vice Presidents, however designated. Southern California Gas Company Board of Directors – October 22, 2015 DocuSign Envelope ID: DD728AE5-061E-43C2-8610-2C9DBB825340 271585 1 SOUTHERN CALIFORNIA GAS COMPANY ________________________ Resolutions Adopted by the Board of Directors May 21, 2010 _________________________ COMMITMENTS AUTHORITY WHEREAS, it is desirable that the officers, general managers, contract administrators and other employees of the Corporation be authorized to enter into commitments on behalf of the Corporation including, without limitation, the execution of contracts, agreements, orders, acceptances and other obligations relating to the purchase, lease or sale of goods or services; and WHEREAS, it is impractical that such commitments should be individually reviewed and approved by the Board, and the Board desires to confer upon the proper officers of the Corporation appropriate authority to enter into such commitments. NOW, THEREFORE, BE IT RESOLVED, that the Chief Executive Officer, President, Chief Operating Officer and each Vice President of the Corporation be, and each of them hereby is, authorized to enter into commitments on behalf of the Corporation (including without limitation the execution of contracts, agreements, orders, acceptances, regulatory filings and other obligations relating to the purchase, lease or sale of property, goods or services by the Corporation) as follows: (1) Commitments associated with the operation and management of the Corporation’s business activities within the context of the most recently approved General Rate Case with the California Public Utilities Commission (the “CPUC”) involving total expenditures, relinquishments, or impacts on the Corporation of up to Fifty Million Dollars ($50,000,000.00) by the Chief Executive Officer, President or Chief Operating Officer and up to Thirty Million Dollars ($30,000,000.00) by each Vice President; (2) Filings with regulatory agencies that would result in commitments associated with business activities not within the context of the most recently approved General Rate Case with the CPUC involving total expenditures, relinquishments, or impacts on the Corporation of up to Fifteen Million Dollars ($15,000,000.00); (3) Procurement of natural gas for the Corporation’s natural gas core customers, so long as commitments related to such procurement are in the ordinary course of business and do not exceed Three Hundred Million Dollars ($300,000,000.00); DocuSign Envelope ID: DD728AE5-061E-43C2-8610-2C9DBB825340 271585 2 (4) Procurement of natural gas as operator of the natural gas transmission and distribution pipeline systems or procurement of natural gas pipeline capacity or transportation services, so long as commitments related to such procurement are in the ordinary course of business and do not exceed One Hundred Million Dollars ($100,000,000.00); (5) Charges fixed in conformity with law or governmental authority; (6) Intercompany loans pursuant to which the Corporation borrows from or lends to affiliates through promissory notes or other evidences of indebtedness, so long as in compliance with regulatory requirements; (7) Employment or other contracts with former executive officers or directors which involve estimated expenditures by the Corporation of One Hundred Thousand Dollars ($100,000.00) or less or having a term of twelve (12) months or less; and (8) Any other commitments not described in sections (1) through (7) above involving total expenditures, relinquishments, or impacts on the Corporation of up to Fifteen Million Dollars ($15,000,000.00) including, without limitation, commitments entered into as a result of an approved regulatory filing described in section (2) above. RESOLVED FURTHER, that the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer and Controller of the Corporation be, and each of them hereby is, authorized and empowered in the name and on behalf of the Corporation to delegate in writing the authority to borrow funds from banks and financial institutions in accordance with bank line and commercial paper agreements; RESOLVED FURTHER, that the Chief Executive Officer, President, Chief Operating Officer and each Vice President of the Corporation be, and each of them hereby is, authorized and empowered in the name and on behalf of the Corporation to delegate authority to execute commitments to officers, employees or other agents of the Corporation; RESOLVED FURTHER, that the Chief Executive Officer, Chief Operating Officer, President and each Vice President of the Corporation be, and each of them hereby is, authorized and empowered in the name and on behalf of the Corporation to authorize payments and delegate such authority, without limitation, in compliance with all commitments entered into pursuant to these resolutions and commitments that are the subject of separate resolutions adopted by the Board; RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized in the name and on behalf of the Corporation to take all further action and to execute and deliver all other documents as the officer so acting deems necessary or appropriate to carry out the purposes and intent of the foregoing resolutions; and DocuSign Envelope ID: DD728AE5-061E-43C2-8610-2C9DBB825340 271585 3 RESOLVED FURTHER, that from and after the date of adoption thereof, the foregoing resolutions shall supersede the resolutions adopted by the Board on August 4, 1998 but in all other respects are supplemental to and not in derogation of any other power or authority conferred by other resolutions adopted by the Board. Southern California Gas Company – May 21, 2010 DocuSign Envelope ID: DD728AE5-061E-43C2-8610-2C9DBB825340