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Resolution No. 8544r r ri 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8544 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND RATIFYING A LICENSE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND SOUTHERN CALIFORNIA EDISON COMPANY FOR UNDERGROUND ELECTRIC DISTRIBUTION PURPOSES WHEREAS, Southern California Edison Company ("Edison") and Pacific Bell Wireless, LLC, a Nevada limited liability company, dba Cingular Wireless ("Cingular") have entered into a Standard Agreement No. 88 under which Cingular is constructing and operating a wireless communications facility at Edison's Fruitland Substation site located at 2555 E. 52°d Street in the City of Vernon; and WHEREAS, Cingular has applied for electric service with the City of Vernon; and WHEREAS, Edison is requiring that the City enter into a License Agreement setting forth the terms and conditions under which the City can have access to Edison's Fruitland Substation for the purpose of providing electric service to Cingular; and WHEREAS, in order to meet the urgent need to provide electric service to Cingular, the City Administrator executed a License Agreement (the "Agreement") with Edison on September 20, 2004, subject to ratification by the City Council; and WHEREAS, the term of the Agreement is to run concurrently with the Edison-Cingular Standard Agreement No. 88; and WHEREAS, on October 6, 2004, the Finance Committee considered the recommendation of Bruce V. Malkenhorst, the Director of Finance, dated September 23, 2004, that the actions of the City Administrator in executing the Agreement with Edison be ratified; and F I, .: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, the City Council desires to approve and ratify the (Agreement, as executed by the City Administrator; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to ratify entering into the Agreement with Edison. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2:The City Council of the City of Vernon hereby ratifies the execution of the License Agreement with Southern California Edison Company, a copy of which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 6th day of October, 2004. ATTEST: BRUCE V. MALKENHORST, City Clerk EONIS C. M LBURG, v Mayor - 2 - m 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19' 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8544, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, October 6, 2004, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk 3 - EXHIBIT 0 City of Vernon Licensee L I C E N S E A G R E E M E N T 1. USE INDEX 2. TERM 3. CONSIDERATION 4. INSURANCE 5 LICENSOR'S USE OF THE PROPERTY 6. LICENSEE'S IMPROVEMENTS 7. LICENSEE'S PERSONAL PROPERTY 8. HEIGHT LIMITATIONS 9. ACCESS AND CLEARANCES 10. PARKING 11. FLAMMABLES, WASTE AND NUISANCES 12. PESTICIDES AND HERBICIDES 13. • HAZARDOUS WASTE 14. INTENTIONALLY DELETED 15. INTENTIONALLY DELETED 16. INTENTIONALLY DELETED 17. INTENTIONALLY DELETED 18. INTENTIONALLY DELETED 19. UNDERGROUND FACILITIES 20. INTENTIONALLY DELETED 21. TAXES, ASSESSMENTS AND LIENS 22. EXPENSE 23. ASSIGNMENTS 24. COMPLIANCE WITH LAW 25. GOVERNING LAW 26. INDEMNIFICATION 27. TERMINATION 28. EVENTS OF DEFAULT 29. REMEDIES 30. NON -POSSESSORY INTEREST 31. WAIVER 32. AUTHORITY 33. ATTORNEY FEES 34. ELECTRIC AND MAGNETIC FIELDS 35. NOTICES 36. RECORDING 37. COMPLETE AGREEMENT LICENSE AGREEMENT THIS AGREEMENT, made as of the day of 20 between SOUTHERN CALIFORNIA EDISON COMPANY (SCE), a corporation organized under the laws of the State of California, hereinafter called "Licensor", and CITY OF VERNON, hereinafter called "Licensee"; WITNESSETH: That Licensor, for and in consideration of the faithful performance by Licensee of the terms, covenants and agreements hereinafter set forth to be kept and performed by Licensee, does hereby give to Licensee the license to use that certain real property described below and depicted on Exhibit "A" attached hereto and made a part hereof the ("Property") solely for the purpose hereinafter specified, upon and subject to the terms, reservations, covenants and conditions hereinafter set forth. The subject Property is located _in the City of Vernon, County of Los Angeles, State of California, more particularly shown on the map attached hereto and by this reference made a part hereof. SUBJECT TO: Covenants, conditions,' restrictions, reservations, exceptions, rights and easements, whether or not of record. 1. Use: Licensee will use the Property for underground electric distribution purposes only, as shown on Exhibits "B' and "C. Licensor makes no representation, covenant, warranty or promise that the Property is fit for any particular use, including the use for which this Agreement is made and Licensee is not relying on any such representation, covenant, warranty or promise. Licensee's failure to make such use of the Property as determined by the Licensor in its sole discretion, will be grounds for immediate termination of this Agreement in accordance with Article 28. 2. Term: Unless otherwise terminated as provided herein, this Agreement will be in effect for a term equal to the term of the Standard Agreement No. 88, dated November 10, 2003, between Licensor and Cingular Wireless. Licensee acknowledges that this Agreement does not entitle Licensee to any subsequent agreement, for any reason whatsoever, regardless Of the use Licensee makes of the Property, the improvements Licensee places on or makes to the Property, or for any other reason. See Standard Agreement No. 88, attached hereto and incorporated by reference as Exhibit I. 3. Consideration: This license is granted on a gratis basis. insurance: 4. Insurance: During the term of this Agreement, Licensee shall maintain the following (a) Workers' Compensation with statutory limits, in accordance with the laws of the State of California and Employer's Liability with limits of not less than $1,000,000.00. Licensee shall require its insurer to waive all rights of subrogation against Licensor, its officers, agents and employees, except for any liability resulting from the willful or gross negligent acts of the Licensor. (b) Commercial General Liability Insurance, including contractual liability and products liability, with a combined single limit of $1,000,000.00. Such insurance shall: (i) name Licensor, its officers, agents and employees as additional insureds, but only for -1- Licensee's acts or omissions; (ii) be primary for all purposes and (iii) contain standard cross -liability provisions. (c) Commercial Automobile Insurance with a combined single limit of $1,000,000.00. Such insurance shall: (i) cover the use of owned, non -owned and hired vehicles on the Property and (ii) name Licensor, its officers, agents and employees as additional insureds. Licensee shall provide Licensor with proof of such insurance by submission of certificates of insurance, pursuant to Section 35 "Notices," at least ten days prior to the effective date of this Agreement. Such insurance shall not be canceled nor allowed to expire nor be materially reduced without thirty days prior written notice to Licensor. 5. Licen mr's Use of the Property: Licensee agrees that Licensor, its successors and assigns, have. the right to enter upon the Property, at any time, for any purpose, and the right to conduct any activity on the Property. Exercise of these rights by Licensor, its successors and assigns, will not result in compensation to Licensee for any damages whatsoever to personal property on the Property. 6. Licensee's Improvements: Licensee must submit, for Licensor's prior written approval, complete improvement plans, identifying all existing and proposed improvements, a minimum of sixty (60) days prior to making any use of the Property. Licensee must submit, for Licensor's prior written approval plans for any modificationb to such improvements. Written approval may be modified and/or rescinded by Licensor for any reason whatsoever. At any time, Licensee may be required to modify and/or remove any or all such previously approved improvements at Licensee's risk and expense and without any compensation from Licensor. Licensor is not required, at any time, to make any improvements, alterations, changes or additions of any nature whatsoever to the Property. Licensee expressly acknowledges that any expenditures or improvements will in no way alter Licensor's right to terminate in accordance with Article 27. 7. Licensee's Personal Property: All approved equipment and other property brought, placed or erected on the Property by Licensee shall be and remain the Property of Licensee, except as otherwise set forth herein. If Licensee is not in default hereunder, Licensee shall have the right to remove the same from the Property at any time prior to the expiration or earlier termination of this Agreement; provided, however, that Licensee shall promptly restore any damage to the Property caused by the removal. If Licensee is in default, however, such equipment or other property shall not be removed by Licensee without Licensor's written consent until Licensee has cured such default, and Licensor shall have a lien thereon to the extent thereof. 8. Heieht Limitations: Any equipment used by Licensee or its agents, employees or contractors, on and/or adjacent to the Property, will be used and operated so as to maintain a minimum clearance of twenty-five (25) feet from all overhead electrical conductors. 9. Access and Clearances: Licensee will provide Licensor with adequate access to all of Licensor's facilities on the Property and at no time will there be any interference with the free movement of Licensor's equipment and materials over the Property. Unless otherwise specified in writing by Licensor, with the exception of the underground conduits approved by SCE to be installed during the initial construction of the cell site, Licensee will make no use of the area directly underneath Licensor's towers and will maintain the following minimum clearances at all times: a. A 25-foot-radius around all tower legs. b. A 10-foot-radius around all steel and wood poles. NOTE: Additional clearance shall be required for structures and other material improvements. -2- 10. Parking: Licensee will not park, store, repair or refuel any motor vehicles or allow Parking, storage, repairing or refueling of any motor vehicles on the Property unless specifically approved in writing by Licensor. 11. Flammables Waste and Nuisances: Licensee will not, nor allow others to, place or store any flammable or waste materials on the Property or commit any waste or damage to the Property or allow any to be done. Licensee will keep the Property clean, free from weeds, rubbish and debris, and in a condition satisfactory to Licensor. Licensee will be responsible for the control of and will be liable for any damage or disturbance, caused by dust, odor, flammable or waste materials, noise or other nuisance disturbances. Licensee will not permit dogs on the Property. 12. Intentionally Deleted 13. Hazardous Waste: Licensee will not engage in, or permit any other party to engage in, any activity on the Property that violates federal, state or local laws, rules or regulations pertaining to hazardous, toxic or infectious materials and/or waste. Licensee will indemnify and hold Licensor, its directors, officers, agents and employees, and its successors and assigns, harmless from any and all claims, loss, damage, actions, causes of action, expenses and/or liability arising from leaks of, spills of, and/or contamination by or from hazardous materials as defined by applicable laws or regulations, which may occur during and after the Agreement term, and are attributable to the actions of, or failure to act by, Licensee or any person claiming under Licensee. 14. Inten donallv Deleted 15. Intentionally Deleted 16. Intentionally Deleted 17. Intentionally Deleted 18. Intentionally Deleted 19. Underground Facilities: Any underground facilities installed or maintained by Licensee on the Property must have a minimum cover of three feet from the top of the facility and be capable of withstanding a gross load of forty (40) tons on a three -axle vehicle. Licensee will compact any earth to a compaction of ninety percent (90%). Licensee will relocate its facilities at its own expense so as not to interfere with Licensor's proposed facilities. 20. Intentionally Deleted 21. Taxes. Assessments and Liens: Licensee will keep the Property free from all liens, including but not limited to, mechanics liens and encumbrances by reason of use or occupancy by Licensee, or any person claiming under Licensee. 22. nse: Licensee will perform and pay all obligations of Licensee under this Agreement. All matters or things herein required on the part of Licensee will be performed and paid for at the sole cost and expense of Licensee, without obligation on the part of Licensor to make payment or incur cost or expense for any such matters or things. 23. Assignments: This Agreement is personal to Licensee, and Licensee will not assign, transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so will be void and confer no right on any third party. -3- 24. Comnliance with Law: Licensee will comply with all applicable federal, state, ;county and local laws, all covenants, conditions and restrictions of record and all applicable ordinances, zoning restrictions, rules, regulations, orders and any requirements of any duly constituted public authorities now or hereafter in any manner affecting the. Property or the streets and ways adjacent thereto. Licensee will obtain all permits and other governmental approvals required in connection with Licensee's activities hereunder. 25. Governina Law: The existence, validity, construction, operation and effect of this Agreement and all of its terms and provisions :will be determined in accordance with the laws of the State of California. 26. Indemnification: Licensee shall hold harmless, defend and indemnify Licensor, its officers, agents -and employees, and its successors and assigns, from and against all claims, loss, damage, actions, causes of actions, expense and/or liability arising from or growing out of loss or damage to property, including that of Licensor, or injury to or death of persons, including employees of Licensor resulting in any manner whatsoever, directly or indirectly, by reason of this Agreement or the use or occupancy of the Property by Licensee or any person claiming under Licensee. 27. Termination: This Agreement may be canceled and terminated by either Licensor or Licensee, at any time, upon thirty (30) days notice in writing. Licensee will peaceably quit, surrender and, prior to termination date, restore the Property to a condition satisfactory to the Licensor. Termination, cancellation or expiration does not release Licensee from any liability or obligation (indemnity or otherwise) which Licensee may have incurred. Licensee's continued presence after termination shall be deemed a trespass. 28. Events of Default: The occurrence of any of the following shall constitute a material default and breach of this Agreement by Licensee: (a) Any failure by Licensee to make any payment required to be made by Licensee hereunder when due. (b) The abandonment or vacating of the Property by Licensee. (c) Any attempted assignment or subletting of this Agreement by Licensee in violation of Article 23. (d) The violation by Licensee of any resolution, ordinance, statute, code, regulation or other rule of any governmental agency in connection with Licensee's activities pursuant to this Agreement. (e) A failure by Licensee to observe and perform any other provision of this Agreement to be observed or performed by Licensee, where such failure continues for the time period specified in a written notice thereof by Licensor to Licensee. (fl Any attempt to exclude Licensor from the licensed premises. (g) The making by Licensee of any general assignment for the benefit of creditors; the appointment of a receiver to take possession of substantially all of Licensee's assets located on the Property or of Licensee's privileges hereunder where possession is not restored to Licensee within five (5) days; the attachment, execution or other judicial - seizure of substantially all of Licensee's assets located on the Property or of Licensee's Privileges hereunder, where such seizure is not discharged within five (5) days. -4- (h) Any case, proceeding or other action brought against Licensee seeking any of the relief mentioned in "clause g" of this Article which has not been stayed or dismissed within thirty (30) days after the commencement thereof. 29. Remedies: In the event of any default by Licensee, then in addition to any other remedies available to Licensor at law or in equity, Licensor shall have the immediate option to terminate this Agreement. and all rights of Licensee hereunder by giving written notice of termination to Licensee. Upon termination, Licensor will have the right to remove Licensee's personal property from the Property. In addition, Licensor may immediately recover from Licensee all amounts due and owing hereunder, plus interest at the maximum rate permitted by law on such amounts until paid, as well as any other amount necessary to compensate Licensor for all the detriment proximately caused by Licensee's failure to perform its obligations under this Agreement. 30. Non -Possessory Interest: Licensor retains full possession of the Property and Licensee will not acquire any interest temporary, permanent, irrevocable, possessory or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Licensee will make no claim to any such interest. Any violation of this provision will immediately void and terminate this Agreement. 31. Waiver: No waiver by Licensor of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by -Licensee of the same or any other provision. Licensor's consent to or approval of any act shall not be deemed to render unnecessary the obtaining of Licensor's consent to or approval of any subsequent act by Licensee. 32. Authority: This Agreement is pursuant to the authority of and upon, and is subject to the conditions prescribed by General Order No. 69-C of the Public Utilities Commission of the State of California dated and effective July 10, 1985, which General Order No. 69-C, by this reference, is hereby incorporated herein and made a part hereof. 33. Attorneys' Fees: In the event of any action, suit or proceeding against the other, related to this Agreement, or any of the matters contained herein, the successful party in such action, suit or proceeding shall be entitled to recover from the other party reasonable attorney fees incurred. 34. Electric and Maenetic Fields 1°`EMF"'1 There are numerous sources of power frequency electric and magnetic field ("EMF"), including household or building wiring, electrical appliances and electric power transmission and distribution facilities. There have been numerous scientific studies about the potential health effects of EMF. Interest in a potential link between long-term exposures to EMF and certain diseases is based on the combination of this scientific research and public concerns. While some 30 years of research have not established EMF as a health hazard, some health authorities have identified magnetic field exposures as a possible human carcinogen. Many of the questions about specific diseases have been successfully resolved due to an aggressive international research program. However, potentially important public health questions remain about whether there is a link between EMF exposures in homes or work and some diseases including childhood leukemia and a variety of other adult diseases (e.g. adult cancers and miscarriages). While scientific research is continuing on a wide range of questions relating to exposures at both work and in our communities, a quick resolution of the remaining scientific uncertainties is not expected. Since Licensee plans to license or otherwise enter SCE's property that is in close proximity to SCE's electric facilities, SCE wants to share with Licensee. and those who may enter the property under this agreement, the information available about EMF. Accordingly, SCE has attached to this document, a brochure that explains some basic facts about EMF and that describes SCE's policy on EMF. SCE also encourages you to obtain other information as needed to assist you in understanding the EMF respect to your planned use of this property. -5- 35. Notices: All notices required to be given by either party will be made in writing and deposited in the United States mail, first class, postage prepaid, addressed as follows: To Licensor: Southern California Edison Company Corporate Real Estate Department Real Estate Operations Division 14799 Chestnut St. Westminster CA 92683 To Licensee: City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 Business Telephone No. (323) 583-8811 Licensee will immediately notify Licensor of any address change. 36. Recordine: Licensee will not record this Agreement. 37. Complete Aex Bement: Licensor and Licensee acknowledge that the foregoing provisions and any addenda and exhibits attached hereto constitute the entire Agreement between the parties. 38. Forum Selection: Any action brought relating.to this Agreement shall be brought and held exclusively in a Court in or serving the County of Los Angeles, California. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate as of the day and year herein first above written. SOUT ERN CALIFORNIA EDISON COMPANY B LICENSOR Thomas A. Cuthbertson Project Manager - Real Estate Operations Corporate Real Estate Department CITY OF RNON / Byy LICENSEE Bruce V. Malkenhorst City Administrator/City Clerk Title Fruitland Substation Affects SCE Doc. 009625 Land Book 66 Cingular Site Ref. No. SM212-04 -7- PRnPFRTY INVPKfTnRY PI AT UR-6F BLOCK 23 AND PORTION OF BLOCK 24, HUNTINGTON PARK EXTENSION N21, M.B. 8-181, IN THE CITY OF VERNON ROAD w �JLT `N LY nuunuAnT_ LINE CITY OF BOUNDARY 52�D t L `INCITY VERNON, S7'PARX UNEIDEN OF HUNTING No FRUITLAND — ROAD W'LY BDRY PCL 2 P.M_.14908 P.M.S. 150.05 a 153.6 30' h o' SCALE: I"= g Q to c 3 l>, m loo' 1 J ¢ 30' ' In 5 BLK 23 2 e ' i-- 211.50'In ISO 1 C3. � 153.54' S. 80UNDARY LINE CITY VERNON 21iP� N LY BOUNDARY LINE CITY ST HUNTINGTON 46.5' 46.5' 0.49 AC. 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PANEL --A. >� ,......•�n+ �OV no CAL � AM .�•,...� ....M. „mnac,., �. vaa . w•a • m w •�s f s coos. • ra • mrr IiEM AF>tV11. sun" LINE •► ro-(1)p/ot(tap C • NICE clImIUUMMORON! ����s�■M1©126©IMMM NORM iio!�cmii�mii=MSINGLE LINE ill • v�v PANEL SCHEDULE ��-DIAGRAM EXHIBIT ul, STANDARD PROPERTY AGREEMENT NO.88 SOUTBEAN CALiFORNIA, EDISON COMPANY AND PACIFIC BELL, WIRELESS, LLC, DlWA CINGULAR WIRELESS STANDARDDI 1 FOR DEVELOPMENT i LWO33000031 TABLE OF CONTENTS Section 75itle Pa e ES,SIBITS ii I• DEFINIZTONS.»......... I 2. MASTER AGREEMENT....... 3. TERM 1 `. LICENSFA EASE.....,, -2 5. ANNUAL RENT AND USE FEE 6. bUSCELLANEOUS.............................»..............................................2 LW033000ml -i- A. Plot Plan Describing site B. Utility Route C. Site Access Requirements LWO33000031 -ii- STANDARD AGREEMENT No. 88 BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY PACIFIC BELL WIRELESS, LL AND C, A NEVADA LUM-ED LIABILITY COMPANY, d/bla CINGULAR WIRELESS THIS STANDARD AGREEMENT ("Standard Agreement") is between SOUTHERN CAL'FORNIA -EDISON COMPANY, a California corporation ("SCE'), and PACIFIC BELL, 1'1 - S, LLC, a Nevada limited liability company, d/b/a CINGUL.AR WMEI ESS i" Carrier") and is entered into as of this 10th day of 2003 (the "Effective Date-). RECITALS Carrier and SCE are • both parties to an Amended and Restated Equipment Facilities Agreement, dated October 15, 2002 (the "Master Agreement-), and Carrier desires to lease the Site described herein as Fruitland Substation, Site Reference No. SM 212-04, located in Vernon (I= Angeles County), California, for use as a wireless Communication Facility pursuant to that Master Agreement and SCE desires to lease the property to Carrier for such use. In consideration of the premises and of the mutual obligations and covenants in this Agreement, the Parties agree as follows: 1. DEFINITIONS Unless defined herein, all.terms indicated by initial capital letters shall have the meaning given in the Master Agreement. 2. MASTER AGREEMENT This Standard Agreement is executed pursuant to, and is subject to an the terms and conditions of the Master Agreement and incorporates the Master Agreement by reference. Where the requirements of this Standard Agreement and the Master Agreement are consistent or additive, then the requirements of both shall apply; in the event of any conflict between the Master Agreement and this Standard Agreement, this Standard Agreement shall govern. B- TERM The initial term of this Standard Agreement shall begin on the Effective Date and shall continue, unless terminated sooner, for five (5) years. This Standard Agreement shall renew automatically for three (3) additional terms of five (5) years each except when notice of non -renewal is given. The terms and conditions for any renewal period shall remain the same except for the Annual Use Fee, which shall be adjusted at the end of each five (5)-year term as described in LW1 Section 5.B of this Standard Agreement. Notice of non -renewal may be given by either Party in writing no later than ninety (90) days prior to the end of the then -current term. 4- LICENSEJLEASE A- Pursuant to the Master Agreement, SCE hereby grants Carrier a lease to use the Site for knew Communication Facility. - Brri - This Communication Facility is to be built by Carrier at Caer's sole risk and expense in conformity with the Site Application approved by SCE and the Approved Plans. C. Attached hereto as Exhibit A is a Plot Plan describing the Site. Carrier's rights under this Standard Agreement include a non-exclusive right to access the Site (seven [7] days per week, twenty-four [241 hours per day) during the term of this Standard Agreement in accordance with the Site Access Requirements attached hereto as Exhibit C, along a path approved for this purpose shown in Exhibit A. Additionally, Carrier may arrange for utility services along a route extending to the Site from appropriate connection points, as shown in Exhibit B. 5• ANNUAL RENT AND USE FEE A. The Annual Rent and Use Fee for each year of the initial term of this Standard Agreement is FOURTEEN THOUSAND FOUR HUNDRED DOLLARS ($14,400.00). The Annual Rent and Use Fee for the first year is due thirty (30) days after the Effective Date. Thereafter, the Annual Rent and Use Fee will be due on each anniversary of the Effective Date. B. Beginning on the fifth anniversary of the Effective Date and every five (5) years thereafter, the Annual Rent and Use Fee shall be adjusted upward for inflation by an adjustment calculated as the percentage change in the most recent Consumer Price Index (1982-84=100) Urban Wage Earners and Clerical Workers - Los Angeles, Riverside and Orange County, published by the United States Department of Labor, Bureau of Labor Statistics ("Index' compared to the Index Published six ty (60) months earlier. If the Index is discontinued or changed, so that it is impossible to obtain a continuous measurement of price changes, the Index shall be replaced by a comparable governmental index. 6• MIS CEI-I.1NEOUS Site. A. Title to Site. SCE warrants and agrees that SCE has good and sufficient title to the B- Quiet Enjoyment and SCEs Non-interference. SCE shall not intentionally cause or Permit any new use of the Site that unreasonably interferes with or impairs the operation of the Communication Facility. LWO3000031 2 C• Recording. Carrier shall not record this Standard Agreement without SC US prior written consent. IN WIC WHEREOF, SCE and Carrier have duly executed this Agreement as of the day and year first above written PACIFIC BELL WIRELESS, LLC, a Nevada limited liability company By: GSM FACILITIES, LLC , its sole member By: CINGULAR WME LESS LLC, its sole agent By: 1 . Charles V anek Wee-F t, Date: LW0.4SpMI SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation By: Kenneth Pickrahn Director of Finance and Administration, Edison Carrier Solutions Date: 00 3 0 EXHIBIT C Access Procedure to Southern California Edison's Fruitland Substation (Site Reference No. SM-212-04) by Pacific. Bell Wireless, LLC, d/b/a Cingular Wireless Employees of Cingular Wireless or their authorized agents must have a form of Identification Indicating their affiliation with Cingular Wireless in order to gain access to Southern California Edison's Fruitland Substation. The individual requesting access must adhere to the following Procedure: 1. Cingular Wireless will fence the cell site and install a separate access gate. 2. Since the site is located on property located in front of the substation and outside of the perimeter fence surrounding the substation, Cingular Wireless Will not be required to notify Edison during normal routine maintenance. 3. Cingular Wireless will enter the site using the e)asting Edison driveway, and will ensure that any vehicles do not block access to the substation by Edison or others. 4. Cingular Wireless will comply with any envirgnmental restrictions or conditions that are applicable to access to or use of the site. At this time, Edison is aware of no environmental restrictions on twenty-four hours, seven days per week access. 0 lqw F.v ocA n 0 70 to z �o 0 � 70 m sM CO) w0 C ai r 3v an to O c 3 CT Z z In n r �z v "o—D'�ZC� =r m 0 0 5 m nN ROM j>R 0-jo .p, CO C,3 n0i 0 Cl CD CA C) `Dm m m 00 CIO m C Q (D C ..a M • N O 0 -uG)D-�-IZCA 00QC m CD 0 ID W 0 w?� Cr cp N 0 WSW-W.► N R"0CD �°AMID CD 9moC sD C. m x- D A Dm ca ca co - 3 as -u0 so kgZn m 0 %C Cam m� wm P! tnC�n Nv�m:� IOD .o c '. o � aE >1 m A O OD CD x D 11 w CA Cn y N' ��MEW 0 00fl•mBm m 0 w;os3 C.0 CA NC" -A. m NO w O� r .am to 7� vr-s- m 0 CL 0 -n' m xD< N C wy O C) NWW �P N C) -u O!F am 0 ac5CL3.tvn m mNCD-4 tD D-`n• �3 y Ntn� CD a o CDo 0 0. vm N X O C) (A -jC) vvN s4) ��< =i E m -o cCA �n-0 C m -n ra M ._ h B Z G)oZ �Qg fl. � cU)rn C: N c. DN.� 0 w -4 = 0 c_ 30h- v m O In 'O r v z 0 O O' CD W N CD CD w -Dv T r a z m n m in v m r 0 Z rob C. V m C) �aa -0 C) "o v 1-0O m tea_ v 3 rr- arip- CL off 0 -% o s o a O -• Cl m " o 0� v-rca . E m L_ J co ° N m Co m n 0 m 8 pr mm mm as m m (AS ::2,m m� CA C� 3m a os F m', m-0 Cl) m� ,Co nm S'v mig ao D� m n m 33 F'A y (D (A(A S m m 3® M 3_ CA) 0%. ny c ¢" -3 (A � m 00 `< O o -h v> 3� O1 n "CJ) (D n mm oy �n 90 0 0 m � 0 0 n. 1 0 n ma 9.0 m � n ca V 3 CD Q. PIP. 00 ny �M 0 CD 0 0 °, 'a .. *0 .o CA m O cr O 0 ml X M Q. . 0*00OMco �. � r. mo000) 0 0 as 's o0 03�°'" X40- m M N;ao 0 = C3 0 m C� "omo" om�? m-a 3mO''aov O Q CD y�, NaPo n� 00 Oy" np ..0 0 fD fe, .a % N 30 oo m n CD v O EtS 0 N O Q 0 (A (A m � C �.. mLr n m E4 00 cis a 22 V C A ca a ca cx m w e m L v3 � m c .m = W o U Z co .$ m r EDfSONCWRIMSOURIOM i A Di WM or SOflMMM =fOR.VIA MtSON- October 16, 2003 Planning Department rI L Phil Hickerson Project Manager Edison Carrier Solutions e-mail: phillip.1iickersonq-4sce.com Telephone: (626) 302-4021 Fax: (626) 302-3420 Re: Letter of Authorization (Site Reference Cingular Wireless site: SM 212-04 at SCE's Fruitland Substation located in Vernon, CA Southern California Edison Company (SCE) is the owner of the real property known as; SCE's Fruitland Substation located in the County of Los Angeles. (APN 6309-009-802) Cingular Wireless ("Carrie) has requested permission from SCE to use said property for constructing and operating a wireless communications facility ("Site r). - I have reviewed Carrier's preliminary plans -for this Site and believe these plans are compatible with SCE's use of this property. Thus, as a representative of SCE, I hereby authorize Carrier, and its representatives, to seek and secure all rigbt(s), including any environmental review associated with granting such rights, that are needed from the City to use the property for this purpose. Notwithstanding this authorization, SCE reserves the right to reject Carrier's request for use of its property for any reason, including because conditions or required changes to the Site plans by the City are unacceptable to SCE. All correspondence and/or notices regarding use of SCE's property by Carrier, or any later rts by the Carrier for authorizations or approvals needed for construction, operation or maintenance of an approved Site, should include an SCE notice/copy list IfY4u have any questions, please do not hesitate to call me. Sincerely 07 �L 2244walnm Grove Ave Rosemead, CA 91770 �- EDISON A Division of SOUMERN CALIFORMA EDISON* Scott Haney Account Manager Edison Carrier Solutions Telephone: (626) 302--i003 Fax: (626) 302-1429 December 30, 2002 Planning Department Re: Letter of Authorization (Site Reference Number Cingular — Pacific Bell Mobile Services Site # SM 212.04 SCE's Fruitland Substation, Los Angeles County, California. Southern California Edison Company (SCE) is the owner of the real property known as; Cingular —Pacific Bell Mobile Services Site # SM 212.04 SCE's Fruitland Substation, Los Angeles County APN # 6309-009-802, California. Cingular — Pacific Bell Mobile Services ("Carries") has requested permission fi om SCE to use said property for constructing and operating a wireless communications facility ("Site"). I have reviewed Carrier's preliminary plans for this Site and believe these plans are compatible with SCE's use of this property. Thfts, as a r+epresenof SCE, I hereby authorize Carrier, and its representatives, to seek and secure all right(sl including any envirol review associated with granting such rights, that are needed from the City to use the property for this purpose. Notwithstanding this authorization, SCE reserves the right to reject Carrier's request for use of its property for any reason, including imposed conditions or required changes to the Site plans by the City are unacceptable to SCE. All correspondence and/or notices regarding use of SCE's property by Carrier, or any later requests by the Canier for authorizationsor approvals needed for construction, operation or maintenance of an approved Site, should include an SCE noticelcopy list. The undersigned of this document has been given signing authority by SCE to execute this document. Sincerely 4?6 7 2-144 Walnut Gent sit`. Rostmrad, CA g i no