20210615 Late CorrespondenceTO:
FROM:
DATE:
SUBJECT:
CrTYOF Rt\NCHO PALOS VERDES
HONORABLE MAYOR & CITY COUNCIL MEMBERS
CITY CLERK
JUNE 15, 2021
ADDITIONS/REVISIONS AND AMENDMENTS TO AGENDA
Attached are revisions/additions and/or amendments to the agenda material presented
for tonight's meeting.
Item No.
4
Description of Material
Updated Attachment A w/ Redline (SoCal Gas Master License
Agreement)
** PLEASE NOTE: Materials attached after the color page(s) were submitted
through Monday, June 14, 2021**.
citl~d,
Teresa Takaoka
L:ILA TE CORRESPONDENCE\202112021 Coversheets\20210615 additions revisions to agenda.docx
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 jurisdictional 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 -1-4
§ 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 l .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 4 7 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
01203.00 I 5/716732.6 -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.
r. 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:
01203. 00 I 5/716732.6
( 1) The facilities -
(i) Are mounted on structures 50 feet or less in height
including their antennas as defined in § 1.1320( d); or
-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§ l.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. l 6(x); and
(6) The facilities do not result in human exposure to
radiofrequency radiation in excess of the applicable safety
standards specified in§ l.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
b.
Exhibit 1: City Approved Site Plans and Documentation of
Required City Approvals.
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 during the hours of 7 :00am and 7 :00pm Monday
through Friday and during 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 jurisdiction, (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 during 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.
0!203.0015/716732.6 -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 Charges. 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
01203.00 I 5/716732.6 -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 prior 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 -11-
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. Damage 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
Licensor
With copy to:
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
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Attn: Department of Public Works
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 __
day of ___________ , 2021 (the "Execution Date").
APPROVED AS TO CONTENT:
By: _________ _
Date: -----------
LICENSOR:
City of Rancho Palos Verdes,
a municipal corporation
By: ___________ _
Doug \VillmoreAra Mihranian , City
Manager
Date: -----------
ATTEST:
By: ___________ _
Emily ColbornTeresa Takaoka , City
Clerk
Date: __________ _
APPROVED AS TO FORM:
By: ___________ _
William W. Wynder, City Attorney
Date: __________ _
01203 .00 I 5/716732 .6 -18-
LICENSEE:
SOUTHERN CALIFORNIA GAS
COMP ANY, a California corporation
By: ___________ _
Its: ------------
By: ___________ _
Its: ------------
Date: -----------
Address: 555 West Fifth Street
Los Angeles, CA 90013
Attn: David Mercer
Manager, Advanced Meter Network
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
FOR USE OF MUNICIPAL FACILITIES TO
INSTALL SMALL WIRELESS FACILITIES, between Licensor and Licensee dated
_______ , 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 right 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
l attached hereto.
5. Term. In accordance with Subsection 3.1 of the Agreement, the term of this Site
Supplement shall be ___________ _
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. ------------
(SIGNATURES ON NEXT PAGE/
01203.0015/716732.6 A-1
APPROVED as of the date shown below.
Exhibits:
LICENSOR:
City of-Rancho Palos Verdes
a California municipal corporation
By: ___________ _
Name: __________ _
Title: -----------
DATE: ----------
ACCEPTED BY LICENSEE:
Southern California Gas Company, a
California Corporation
By: _________ _
Print Name: ---------
Title: -----------
By: ___________ _
Print Name: ---------
Title: -----------
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
EXHIBITB
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
0413.
C. The insurance requirements set forth herein m 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 (iii) 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.
1. 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.
111. 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
TO:
FROM:
DATE:
SUBJECT:
CrTYOF RANCHO PALOS VERDES
HONORABLE MAYOR & CITY COUNCIL MEMBERS
CITY CLERK
JUNE 14, 2021
ADDITIONS/REVISIONS AND AMENDMENTS TO AGENDA
Attached are revisions/additions and/or amendments to the agenda material received through
Monday afternoon for the Tuesday, June 15, 2021 City Council meeting:
Item No.
1
4
Description of Material
Email from Sunshine
Attachment A (SoCal Gas Master License Agreement)
Respectfully submitted,
~~
Teresa Takaoka
L:\LA TE CORRESPONDENCE\202112021 Coversheets\20210615 additions revisions to agenda thru Monday.docx
From:
Sent:
To:
Cc:
Subject:
SUNSHINE <sunshinerpv@aol.com >
Monday, June 14, 2021 11 :52 AM
CC; CityClerk; Ara Mihranian
Ramzi Awwad; Katie Lozano; tnguyn@rpvca.gov
RPV City Council, June 15, 2021 Agenda Item 1, Fiscal Year 2021-2022 Budget in
relation to CIP and Council Goals
CAUTION: This email originated from outside of the City of Rancho Palos Verdes.
Dear Mr. Mayor and City Council Members:
Please find a way to keep the City functioning without Moving and Approving Staffs Recommended
Resolutions under this Item. It is not just recreational trails which we are losing. It is our whole
quality of life. "Hazard Mitigation" has become a pit to throw money into without actually mitigating
the known hazards. Deferred maintenance and busywork is bleeding us dry.
As long as Staff can say certain work was not included in an RFP because generating holistic
solutions is not in the Budget, we have a problem with how the Budget line Items are too vague. Or,
we have a lack of citizen participation in the creation of RFP's. Committee review of a Consultant's
Work Product has been ineffective at expanding the "wants", "needs" and otherwise "unforeseen
consequences" after the Consultant has earned his fee. If putting our skilled volunteer pool to work is
in the Budget, then making it happen needs to be an extremely high priority fund in the City
Manager's Budget.
I have never heard a discussion about how Staff has chosen not to do things which I point out are in
some Council Approved Plan. Staff just keeps getting authorized to write more plans. The Budget,
as drafted, facilitates our lack of local control.
All this is not news. Once again, the Staff Report does not include an analysis of ... saying NO.
I miss the City of Rancho Palos Verdes circa 1990 when the people were able to take care of the
City's business. Staff is too expensive and too ineffective. . .. S
FYI:
1 I
The way the Agenda is set up, you will have approved funding for the draft goals before you approve
the Goals. The Scope of Work of the TNP Update has morphed. I have no confidence that the TNP
Update is any closer to completion than it was on December 31, 2013. My concern is that Staff has
not been following the programs in the TNP and CTP, in the mean-time. What is it going to take to
make them start now? I cannot find anyone who can point out exactly where in the Draft Budget I
should expect to find funding authorizations for the various departments to initiate their part of
"preserve and enhance the Peninsula's Trails Network". Do you really expect that creating a Walking
Paths Program will improve any pathways that the TNP has not?
Implementing the Trails Network Plan requires action under all six of the Council's draft Goals for FY
2021-22 categories. Ordinarily, one would think that all of these would be considered day-to-day
tasks. Most of the top priority subcategories also imply that the Programs, Inventories and Priorities
in the Trails Network Plan are being covered both in the Budget and in Staffs day-to-day responses
to changing conditions. I am not finding where each of the proposed Goals are stated in the SMART
rubric. Therefore, I cannot figure out why so many expected actions are not being taken in a timely
fashion.
Following is my latest email chat with Katie Lozano, Open Space and Trails Manager. She appears
to be under the impression that emergency preparedness is something which can be addressed,
someday, whenever the Council's Goal of updating the Trails Network Plan happens to get presented
to and approved by the City Council.
"Preserve related parking strategies" are what the PUMP was supposed to address as were the Fire
Department's requirements/recommendations and a lot of other things in relation to converting private
property into a publicly managed facility.
A lot that the TNP update is not. What is in the Budget?
Subject: A lot that the TNP update is not. What is in the Budget?
Date: 6/11/2021 2:12:34 PM Pacific Standard Time
From: sunshinerpv@aol.com
To: katiel@rpvca.gov
Cc: rawwad@rpvca.gov
Sent from the Internet (Details)
2
Hello Katie,
You wrote: ... The City did not intend to receive Preserve planning or policy recommendations as part
of this drill. .. The City will be engaging the LA County Fire Department and other public safety
agencies as part of the Trails Network Plan update.
The Trails Network Plan (TNP) Update is not a rewrite of the Conceptual Trails Plan (CTP}. It is not a
repeal and replace of the Trails Network Plan. The TNP is a valid, Council Adopted, directive to Staff.
The Conceptual Trails Plan is a more detailed and more specific tool for instigating Staff actions in
support of the TNP. When some action (or lack of action) changes the Status: of an existing,
"conceptual" trail, it is Staff's responsibility to initiate an amendment procedure.
The first step for doing that is to recommend a Budget Line Item. The Preserve's PUMP represents a
good effort in relation to what has become the Preserve properties. What I am looking for is the
funding for Staff to pursue the rest of the action to design the improvements and therefore the level of
maintenance the City is to "manage" to provide, for trails, "trailheads" and other non-motorized
amenities, City-wide .
All of my inquiries have led to ... "Trust me, it is in the Budget." And ... "We will do it when Katie tells
us to." Consultation with the Fire Department and whoever enforces the Clean Water Act is critical to
designing and implementing the public amenities in and around RPV's Nature Reserves in a timely
fashion. This is Civil Engineering work. If this work is actually funded, when are you going to
reach out to the "stakeholders" and the Public Works Department? If it is not, when are you
going to make it so? It is the City Council who really needs to know before they vote on the 2021-
2022 Budget.
Following is a bit if background. I have lots more. When are you going to propose a replacement for
the Recreation and Parks Committee to review such an amendment?
Starting back in 1995, the TNP update was supposed to be an insert of the CTP/BTP, a consolidation
of the City's various signage plans, an addition to the inventories of acquired trail easements and an
update of the proposed programs. In 2004, the Open Space Planning Task Force proposed a new
Table of Contents, inserting the D/M CRITERIA and some formatting changes. They also rewrote the
"narratives" of Section Two of the CTP as an example of how the formatting changes would
look/work.
3
In 2012, the City Council did approve some policy changes and the proposed formatting changes.
For whatever reason, Staff has not accomplished these relatively clerical tasks. As you know, I have
been trying to determine what the latest Consultant has been doing.
Consultation with the Fire Department and other public safety agencies has been needed ever since
the City started acquiring property for various open space uses. Back on January 20, 1998, Staffs
Recommendation to Council was... Direct the Recreation and Parks Committee, as part of the
Conceptual Trails Plan Review, to prioritize short and long range improvements to the trails
on the recently acquired Forrestal Property.
Subject: RE: Requesting feedback from the "wildfire brush drill"
Date: 6/8/2021 1 :52:07 PM Pacific Standard Time
From: KatieL@rpvca.gov
To: sunshinerpv@aol.com
Cc: CC@rpvca.gov
Sent from the Internet (Details)
Hello Sunshine,
I apologize for the delayed response. The City did not intend to receive Preserve planning or policy
recommendations as part of this drill. I have not called him at that number, however, it is his provided
contact information. The City will be engaging the LA County Fire Department and other public safety
agencies as part of the Trails Network Plan update.
Thank you,
Katie Lozano
From: SUNSHINE <sunshinerpv@aol.com>
Sent: Sunday, May 30, 2021 1:41 PM
To: Katie Lozano <KatieL@rpvca.gov>; 053@firehosted.lacounty.gov
Cc: Ara Mihranian <AraM@rpvca.gov>; CC <CC@rpvca.gov>; CityClerk <CityClerk@rpvca.gov>; corinne.pbca@gmail.com;
4
claudia .pbca@gmail.com; bzask.pbca@gmail.com; claire.pbca@gmail.com; sandy .pbca@gmail .com
Subject: Requesting feedback from the "wildfire brush drill"
Hello Katie,
I asked ... Do you expect to receive any "Preserve" planning recommendations? ... as a result of this
drill. I interpret your answer to be ... No.
I also asked ... Who is asking for the Fire Department's input? I interpret your lack of an answer to
mean ... Nobody.
Have you ever reached Battalion Chief Briones at 310-377-6638? I have not been able to reach
anybody.
My interest in the drill relates to how it benefits the residents of Rancho Palos Verdes, particularly
those who are impacted by the management plans/policies of the PV Preserve. You wrote... This
exercise was ... not focused on hazard mitigation practices.
No amount of "updating" of the Trails Network Plan will produce a proposal to preserve and enhance
the trails which are currently "narrated" in the Conceptual Trails Plan as point-to-point. When the City
purchased the properties which were previously Zoned as developable, "We" took on the
responsibility of "designing" a land use which is consistent with the City's General Plan.
As the City's Open Space Management Coordinator, when are you going to get around to
asking the Fire Department for their recommendations and requirements for the development
of the "theme park" known as the Abalone Cove, Three Sisters, Filiorum, Portuguese Bend
and Forrestal Nature Reserves?
Sincerely,
SUNSHINE
6 Limetree Lane, RPV
5
31 0-377 -8761
Sunshinerpv@ao .com
Subject: RE : Requesting feedback from the "wildfire brush drill"
Date: 5/28/2021 3:40 :37 PM Pacific Standard Time
From: KatieL@rpvca.gov
To: sunshinerpv@aol.com
Cc : CC@rpvca .gov , jvillalpando@rpvca .gov
Sent from the Internet (Details)
Hello Sunshine,
Thank you for your email. The aim of the drill was for the Los Angeles County Fire
Department to exercise and strengthen their ability to work with other local fire departments
and the City in responding to a wildfire incident. This exercise focused on the initial actions
that fire department personnel take in initially responding to a wildfire. This exercise was
geared towards practicing wildfire response tactics and was not focused on hazard mitigation
practices. For additional information on this drill, please contact Battalion Chief Briones at 310-
377-6638.
Thank you,
Katie Lozano
Senior Administrative Analyst
Recreation and Parks Department
katiel@rpvca.gov
Phone -(310) 544-5267
Subject: Requesting feedback from the "wildfire brush drill"
6
Date : 5/28/2021 2:54:33 PM Pacific Standard Time
From : sunshinerpv@aol.com
To : katiel@rpvca .gov
Cc: corinne.pbca@gmail.com , cc@rpvca .gov , rawwad@rpvca.gov , coryl@rpvca.gov , joneill@rpvca .gov , jvillalpando@rpvca .gov
Sent from the Internet (Details)
Hi Katie,
Thank you for sending the wildfire brush drill listserv notice to Trails Network Plan Subscribers. There
is no city contact person listed and the Fire Department number given is bogus. I have not received a
call back from anyone so I have no email address for whoever might be able to respond to these
questions.
This drill is an opportunity for Fire Department Planners and the City and the Land Conservancy to
agree on the criteria for the criteria/narratives for the PV Preserve PUMP update and the "holistic
solutions" to the Preserve Access Issues. This should then be processed as an amendment to the
Trails Network Plan.
"Brush Drill" May 26, 27, 28 9-1 Peppertree Trail Trailhead. <LA County Weed Abatement
Battalion 14, 310-377-6638 ... is not available at this time.
Chief Brian Bennett, Station 106 (Indian Peak) 310-377-7843
Cpt. Andy Olvera, Station 53 (PVDS) 301-377-3333
Will this drill produce trail development -maintenance criteria for the PV Preserve's Trails Network
Plan Amendment Application, the PB Landslide Mitigation Project and the Multi-Jurisdictional Hazard
Mitigation Plan implementation?
7
Does the Fire Department want to see the Crenshaw extension restored?
Does the Fire Department want to see the Palos Verdes Loop Trail restored?
Has the Fire Department been asked to comment on the proposed alternative to the PV Loop Trail
across the York Property? (See attachment.)
Does the Fire Department want to see the dirt road to the Crest Road Fire Station restored?
Does the Fire Department have any interest in having the California Coastal Trail's off-road corridor
completed?
Who is asking for the Fire Department's input?
The drill is now over. Do you expect to receive any "Preserve" planning recommendations?
Have a lovely holiday weekend .... S
Subject: LA County Fire Dept. Regional Wildfire Brush Drill May 26-28
Date: 5/25/2021 5:07:50 PM Pacific Standard Time
From: listserv@civicplus.com
To: sunshinerpv@aol.com
Sent from the Internet (Details)
Battalion 14 of the Los Angeles County Fire Department, which services the Palos Verdes Peninsula, will be conducting a
regional wildfire brush drill in the vicinity of the lower portion of the Portuguese Bend Reserve between 9:00AM and
1 :00PM on May 26, 27, and 28.
Personnel from the Los Angeles County Fire Department, in coordination with the City of Torrance's and Redondo
Beach's Fire Departments, will simulate a wildfire scenario beginning at the Pepper Tree Trailhead located in the
Reserve. No live fire will be used. There may also be periodic landings and take-offs from the helipad at Point Vicente
8
Park/Civic Center in the City of Rancho Palos Verdes .
If you have any questions, please feel free to contact the Battalion 14 headquarters at (310) 377 -6638 for additional
information.
*************************************************
This message is been sent by the C ity of Rancho Palos Verdes as part of a "Notify Me " Listserv category you are signed
up for. Please do not press "rep ly" when respond ing to th is message , it is an unmonitored emai l address. You can make
changes to your subscription by visiting http://www .r pvca .gov/l ist.aspx .
You are receiving this message because you are subscribed to Trails Network Plan
on www .rpvca .gov . To unsubscribe, click the following link:
Unsubscribe
9
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 jurisdictional 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.
OJ 203.0015/716732.6 -1-)f
...
§ 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. §l.6002(b), as may
be amended. For ease, the current definition in Section 1.6002(b) provides as follows: "Antenna,
consistent with § l.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 4 7 C.F .R. § 1.6002( d),
as may be amended. For ease, the current definition in Section l.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.
I. 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.
r. 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 4 7 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:
012010015/716732.6
(1) The facilities -
(i) Are mounted on structures 50 feet or less in height
including their antennas as defined in § 1.1320( d); or
-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 ofan emergency, otherwise only during the hours of7:00am and 7:00pm Monday
through Friday and during 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 jurisdiction, (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 (I 0) 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 (I 0th) 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 during 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 Charges. 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 prior 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 -11-
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. Damage 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,
"lndemnitees"), 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. 00 I 5/716732.6 -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
Licensor
With copy to:
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
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Attn: Department of Public Works
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
ofa 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 __
day of ___________ , 2021 (the "Execution Date").
APPROVED AS TO CONTENT:
By: _________ _
Date: __________ _
LICENSOR:
City of Rancho Palos Verdes,
a municipal corporation
By: _________ _
Doug Willmore, City Manager
Date:. __________ _
ATTEST:
By:. _________ _
Emily Colborn, City Clerk
Date: __________ _
APPROVED AS TO FORM:
By: _________ _
William W. Wynder, City Attorney
Date: __________ _
01203.0015/716732.6 -18-
LICENSEE:
SOUTHERN CALIFORNIA GAS
COMPANY, a California corporation
By:. _________ _
Its: ------------
By: ___________ _
Its: ___________ _
Date: __________ _
Address: 555 West Fifth Street
Los Angeles, CA 90013
Attn: David Mercer
Manager, Advanced Meter Network
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
FOR USE OF MUNICIPAL FACILITIES TO
INSTALL SMALL WIRELESS FACILITIES, between Licensor and Licensee dated
_______ ,. 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 right 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
l attached hereto.
5. Term. In accordance with Subsection 3.1 of the Agreement, the term of this Site
Supplement shall be ___________ _
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. ------------
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0 I 20100 I 5/716732.6 A-1
APPROVED as of the date shown below.
Exhibits:
LICENSOR:
City of Rancho Palos Verdes
a California municipal corporation
By: _________ _
Name: __________ _
Title: -----------
DATE: -----------
ACCEPTED BY LICENSEE:
Southern California Gas Company, a
California Corporation
By:. _________ _
Print Name: ________ _
Title: -----------
By: _________ _
Print Name: ________ _
Title: -----------
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
EXHIBITB
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
0413.
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 (iii) 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.
m. 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