15-0421_SOUTHERN CALIFORNIA GAS COMPANY_Attachment Agreement ATTACHMENT AGREEMENT
BY AND BETWEEN
THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA
AND
SOUTHERN CALIFORNIA GAS COMPANY
This Attachment Agreement ("Agreement") is entered into this 21st day of April, 2015, by
and between the City of San Juan Capistrano, a California municipal corporation,
hereinafter referred to as the ("City") and Southern California Gas Company, a
California corporation hereinafter referred to as the ("Gas Company"). Hereinafter the
term "Parties" shall refer collectively to all the foregoing named Parties. The effective
date of this Agreement shall be the date indicated hereinabove (the "Effective Date").
RECITALS
WHEREAS, Gas Company is an investor-owned public utility that provides gas utility
services to residents of City.
WHEREAS, on July 17, 1961, City granted to Gas Company a franchise to use and lay
pipes and appurtenances necessary and convenient for the operation of a gas utility
under, along, across or upon public streets, ways, alleys and places (collectively,
"Rights-of-Way") in the City for transmitting and distributing gas (the "Franchise").
WHEREAS, Gas Company has been authorized by the California Public Utilities
Commission to implement its Advanced Meter Program, which consists of, among other
things, the installation of advanced meter equipment, network communications devices,
including but not limited to data collector units ("DCU's), antennas, gas repeaters and/or
radio frequency local area network range extenders, and other advanced meter
facilities, in connection with and necessary for Gas Company's operation, transmission
and distribution of gas in the City ("Advanced Meter Facilities").
WHEREAS, the installation of Advanced Meter Facilities requires the use of existing or
new infrastructure, such as poles, towers, streetlights or buildings of sufficient height
and at appropriate locations in order to be effective.
WHEREAS, In order to reduce the number of new Advanced Meter Facility installations
with the City Rights-of-Way, City desires to allow the Gas Company to install its
Advanced Meter Facilities, which are further described herein, within property owned by
City at 12 sites identified on "Attachment A" and incorporated herein by this reference
("Installation Sites").
WHEREAS, City and Gas Company have agreed to enter into this Agreement regarding
Gas Company's use and attachment of Advanced Meter Facilities at the Installation
Sites upon the terms, conditions and other considerations set forth herein.
1
AGREEMENT
NOW THEREFORE, in consideration thereof and for other valuable consideration as set
forth herein below the parties hereto do mutually agree as follows:
I Effective Date. This Agreement shall become effective as of the date of
its execution by or on behalf of all the Parties hereto ("Effective Date").
2. Tera. The term shall be for 20 years from the Effective Date.
3. Authorization. Subject to the terms and conditions contained herein, City
hereby authorizes Gas Company to install Advanced Meter Facilities upon
Installation Sites as described and illustrated in those certain improvement
drawings to be provided by the Gas Company (the "Improvement
Drawings") as reviewed by and on file as a public record with the City
Engineer of the City of San Juan Capistrano ("City Engineer"), and to
operate, use, maintain, repair, replace, improve, alter, inspect, test and
remove such Advanced Meter Facilities on the terms and conditions set
forth herein. City shall deliver to Gas Company written notice approving or
disapproving the improvement Drawings within thirty (30) days after
submittal of the Improvement Drawings, provided that City shall not
unreasonably withhold, condition or delay its approval.
4. Scope of Agreement. This Agreement authorizes the Gas Company to
attach the Advanced Meter Facilities in the locations identified on Exhibit
"A" attached hereto, and to undertake all activities related to the
installation, maintenance, operation, use, repair, replacement,
improvement, alteration, inspection, testing and removal of the Advanced
Meter Facilities, as identified in said Improvement Drawings and any
Additional Improvement Drawings.
Nothing contained in this Agreement shall be deemed or construed to
create the relationship of principal and agent or of partnership or of joint-
venture or of any association whatsoever between City and Gas
Company, it being expressly understood and agreed that neither the
computation of fees nor any other provisions contained in this Agreement
nor any act or acts of the parties hereto shall be deemed to create any
relationship between City and Gas Company other than the relationship of
City and Gas Company.
Gas Company hereby acknowledges, agrees and covenants that this
Agreement does not authorize or bestow any rights to Gas Company to
provide cable television service or commercial telecommunications
services.
2
5. Compensation. The Gas Company shall pay to the City a one-time fee of
$780 ($39 x 20 years) per Installation Site. The fee shall be due within
thirty (30) days of the Effective Date.
6. Authority to Allow Attachments. The City hereby represents and
warrants to keep the Gas Company that it has all rights necessary to allow
for the installation of the Advanced Meter Facilities at the Installation Sites.
7. Workmanship and Res onsibili of Gas Com an . All of Gas
Company's construction and installation work shall be performed at Gas
Company's sole cost and expense and in a good and workmanlike manner
and in accordance with the rules and regulation of the CPUC and the
Improvement Plans reviewed by the City Engineer, and in compliance with
all applicable ordinances, regulations or law (to the extent not inconsistent
with or preempted by the jurisdiction of the CPUC).
Gas Company shall remove all of the Advanced Meter Facilities at its sole
expense within one hundred eighty (180) days after the termination of the
Agreement, unless an agreement is otherwise reached between the City
and Gas Company to abandon the Advanced Meter Facilities in place.
Gas Company shall bear full responsibility for repairs to any damage to
the Rights-of-Way caused by Gas Company's or its employees',
contractors', subcontractors' or agents' installation, construction,
maintenance, repair, operation and removal of the Advanced Meter
Facilities.
8. Gas Company to Bear All Costs. The Gas Company, or any successor
or authorized assign, shall bear all costs incurred in connection with Gas
Company's or its employees', contractors', subcontractors' or agents'
planning, design, installation, construction, maintenance, repair, operation
and removal of the Advanced Meter Facilities. City shall not be
responsible or bear any cost for repair of any damage or movement of
Advanced Meter Facilities due to repair, maintenance and/or
failure/collapse of any existing gas, or any other improvements or works
approximate to Advanced Meter Facilities, except for the active negligence
or willful misconduct of the City, its officers, agents, employees,
contractors or subcontractors. Gas Company will be responsible for all
costs associated with energizing the Advanced Meter Facilities at
Installation Sites.
9. Interference. The Gas Company installation and use of the Advanced
Meter Facilities under this Agreement shall not damage or interfere in any
way with City's operations. The City at all times during this Agreement,
reserves the right to take any action it deems necessary, in its sole
discretion, to repair, maintain, alter, or improve the Installation Sites, which
may temporarily interfere with the Advanced Meter Facilities. The City
3
agrees to give 30 day advance notice of such interference to the Gas
Company and to reasonably cooperate with the Gas Company to carry out
such activities with a minimum amount of interference with the Gas
Company's operations.
10. Gas Company to Secure Approval and Permits. Not less than thirty
(30) days prior to commencement of construction and installation of the
Advanced Meter Facilities, Gas Company shall, at its sole cost and
expense, prepare and submit the Improvement Drawings to the City
Engineer for review as described in Section 1 above. Gas Company shall,
at its sole cost and expense, submit traffic control plans for approval by
City Engineer. All work within the Rights-of-Way shall be performed in
compliance with the Improvement Plans and reviewed by the City
Engineer and non-discretionary administrative permits obtain by Gas
Company.
11. Indemnification of City. Gas Company shall defend, indemnify and hold
harmless the City and its council members, officers, agents and employees
against all claims, losses, damages, costs, expenses, liabilities, causes of
action, fines or penalties, including but not limited to reasonable attorney's
fees (collectively, "Claims"), for injury to or death of persons or damage to
property incurred by City arising from the Advanced Meter Facilities being
located on the street light poles, except to the extent such Claim arise from
the sole negligence or willful misconduct of the City, its officers, agents, or
employees, provided, however, that Gas Company's indemnification
obligations shall not include any punitive, consequential or special damages,
except to the extent asserted by a third party against the City arising from a
Claim for which Gas Company is obligated to indemnify the City under this
paragraph.
12. Governing Law; Jurisdiction. This Agreement shall be governed and
construed by and in accordance with the Laws of the State of California.
Nothing in this section shall be interpreted to preclude either party's right
to seek redress from the CPUC.
13. Amendment of Agreement. This Agreement may not be amended
except pursuant to a written instrument signed by both parties.
(Notices. All notices, demands, requests, consents or other
communications that this Agreement contemplates or authorizes, or
requires or permits either party to give to the other, shall be in writing and
shall be personally delivered or mailed or sent by reputable overnight
courier, such as FedEx, to the respective party as follows:
.... .. ...
4
TO CITY:
City of San Juan Capistrano
Address: 32400 Paseo Adelanto
Attn: George Alvarez
Tel: 949-443-6351
TO THE GAS COMPANY:
Southern California Gas Company
555 West Fifth Street
Los Angeles, CA 90013
Attn: David Mercer
Network Technology Manager
Tel: (213) 244-5415
Either party may change its address by notice to the other party as
provided herein. Communications shall be deemed to have been given
and received on the first to occur of (i) actual receipt at the offices of the
party to whom the communication is to be sent, as designated above, or
(ii) three working days following the deposit in the United States Mail of
registered or certified mail, postage prepaid, return receipt requested, or
with reputable overnight courier, such as FedEx, addressed to the offices
of the party to whom the communication is to be sent, as designated
above.
14. Other Regulations. All Gas Company's use of the Rights-of-Way under
this Agreement shall be in accordance with the laws of the Unified States
of America, the State of California and in accordance with all applicable
rules and regulations and ordinances of the City now in force, or
hereinafter prescribed or promulgated by resolution or ordinance or by
State or Federal law (to the extent that the same are not inconsistent with
or preempted by the jurisdiction of the CPUC).
15. Powers to Enter into Agreement. The individuals executing this
Agreement represent and warrant that they have the right, power, legal
capacity and authority to enter into and to execute this Agreement on
behalf of the respective legal entities of the Gas Company and the City.
16. Assignment or Transfer of Authorization. This Agreement may be
assigned or transferred to any qualified person or entity subject to the prior
written approval of the City, which shall not be unreasonably withheld,
conditioned or delayed. Notwithstanding the foregoing, City's prior written
consent shall not be required for any of the following: (a) the transfer of
any shares or stock in or change in control of Gas Company's parent
company, or (b) any merger, consolidation or reorganization of, by or with
Gas Company or transfer of all or substantially all of the stock or shares in
5
Gas Company or assets of Gas Company_
17. Entire Agreement; Successors and Assigns. This Agreement contains
, ,Sup:G
the entire understanding between the parties with respect to the subject
matter herein. There are no representations, agreements, or
understandings, whether oral or written, between or among the parties
relating to the subject matter of this Agreement which are not fully
expressed herein. Each party has relied on advice from its own attorneys,
and the warranties, representations, and covenants of this Agreement
itself. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
........ .. .. ...... ......
6
IN WITNESS WHEREOF the parties hereto for themselves; their heirs, executors,
administrators, successors, and assigns do hereby agree to the full performance of the
covenants herein contained and have caused this Agreement to be executed by setting
hereunto their signatures on the day and year respectively written herein below.
CITY OF SAN JUAN CAPISTRANO
Cys
Derek Reeve, Mayor
SOUTHERN CALIFORNIA GAS COMPANY
By:
David Mercer
Network Technology Manager
Advanced Meter Project
ATTEST:
}
aria Morris C# Cle k
APPROVED AS TO FORM,
Haps Van Ligten, City Attorney
7
Attachment : Installation Sites
Site ID Pole'Type Street Latitude Longitude
Attachment Address
LGO07-D Street light La Novia 33.494072 -117.648538
pole Avenue
LGO08-F Street light Calle 33.467949 -117.654743
pole Andalugia
LGO12-F Street light Calle Miramar 33.475324 -117.656474
pole
LH496-D Street light Highland 33.52964444 -117.6561388 .
pole Drive
LG030-C Street light Camino La 33.497819 -117.638073
pole Ronda
LG031-1 Street light Camino Del 33.487291 -117.680473
pole Avon
LGAdd1-C Street light Via Entrada 33.489712 -117.637929
pole
LH171-D Street light San Juan 33.51213 -117.629103
pole Creek Road
LH174-E Street light Monarch 33.533375 -117.662906
pole Drive
LH181-F Street light Camino 33.52411 -117.667978
pole Capistrano
LH211-H Street light Alipaz Street 33.499983 -117.666991
pole
( LH210-F Street light Calle Del 33.50713 -117.644752
pole Campo
4/21/2015
SPP •, z 37
F13
.........
61..
City of San Jinn Capistrano
a Report
TO: Karen P. Bst, /fig r
9 t
FROM: Keith Van Der Maaten, P.E., Public Works and Utilities Directorz z&
Prepared by: George Alvarez, P.E., T.E., City Engineer / Traffic Engineer
DATE: April 21, 2015
SUBJECT: Consideration to Approve an Agreement with the Southern California Gas
Company to Install Advanced Meter Facilities Throughout the City
RECOMMENDATION:
By motion, approve an Agreement with the Southern California Gas Company to install
Advanced Meter Facilities throughout the City.
EXECUTIVE SUMMARY:
The Southern California Gas Company is requesting the City to approve an agreement
to install the Advanced Communication Facilities throughout the City for a 20-year term
(Attachment 2). The advanced meters will be installed by Southern California Gas
Company. The technology will automatically read and securely transmit the
tenants/properties owner gas usage information to the Southern California Gas
Company's customer service and Milling center. This new technology requires data
collection equipment to be positioned on City-owned street light poles at 12 locations.
The network equipment will be mounted 24 feet above the ground and the data
collector's will be solar powered.
City staff visited each of the 12 locations (Attachment 1) to make certain the data
equipment results in the least visual impact to the community. The Agreement
(Attachment 2) with Southern California Gas Company allows them to install their
equipment on City-owned street light poles. In return, the City will receive $39 per
location for 20 years or $780 per pole upfront, for all 12 locations, which totals $9,360.
The amount of compensation is the same for all cities in Southern California. If the City
Council does not approve the use of City-owned poles, the Southern California Gas
Company would install 12 new poles in the City right-of-way.
The City Attorney has reviewed and approved the Agreement with the Southern
California Gas Company. if the City Council approves the Agreement, the Public Works
and Utilities Department will monitor the installation of the equipment to make certain it
complies with all the City regulations.
City Council Agenda Report
April 21, 2015
Page 2 of 3
DISCUSSION/ANALYSIS:
In 2010, the California Public Utilities Commission approved the Southern California
Gas Company's request to upgrade its metering system by adding communication
devices. The new monitoring system requires data collectors to be positioned on City-
owned street light poles throughout the service area. This will enable the advanced
meter communication devices to provide information to the Southern California Gas
Company's customer service center.
The Public Works and Utilities Department staff and the Southern California Gas
Company representatives have been working jointly to find the best location for
installation of the data collectors. Attachment 1 illustrates a typical data collector
mounted on a street light pole. The mounted data collector and their antennas will meet
all state and local requirements for wind and seismic safety. The data collectors must
comply with all safety standards set by the Federal Communications Commission
(FCC), producing radio frequency emissions at levels far below FCC limits.
These advanced meters are being installed in cities serviced by the Southern California
Gas Company. At the June 3, 2014, and January 20, 2015, City Council meetings, the
City Council received a presentation of the Advanced Meter Facility installation. Also,
the advanced meter was on display for public review in the City Hall lobby on February
17, 2015, prior to the City Council meeting. The Southern California Gas Company
contacted the residents affected by the Advanced Meter Facility to determine if there
are any objections to the locations. No objections were received from the adjacent land
owners. The specific locations are shown on Attachment 1. All affected poles have
been tagged.
FISCAL IMPACT:
Pursuant to the Agreement, the City will receive a one-time fee upfront of $9,360 to
provide compensation for a 20-year period. These funds will be deposited in the City's
General Fund.
ENVIRONMENTAL IMPACT:
This project is categorically exempt from the requirements of California Environmental
Quality Act (CEQA) pursuant to Title 14, Chapter 3 of the California Code of
Regulations, Section 15308 (Class 8) — Actions by Regulatory Agencies for Protection
of the Environment, which includes actions taken to assure the maintenance,
restoration, enhancement, or protection of the environment.
City Council Agenda Report
April 21, 2015
Page 3 of 3
PRIOR CITY COUNCIL REVIEW:
® On June 3, 2014, the City Council received a presentation on the Advanced
Meter Facility Installation.
® On January 20, 2015, the City Council received a presentation on the Advanced
Meter Facility Installation.
COMM ISSIONICOMMITTEEIBOARD REVIEW AND RECOMMENDATIONS:
Not applicable.
NOTIFICATION:
Southern California Gas Company
ATTACHMENTS:
Attachment 1 — Vicinity map of the Advanced Meter locations
Attachment 2 —Agreement
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ADVANCEDMeter
SAN JUAN CAPISTRANO
JANUARY 2016
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L 017 3 3 La lila as Ave,!l~�st cif X7587 Paseo Al rodra ' 33,49447 117.1i4$S3
LGO08-P On Calle Andalugia;South of 27301 Paseo 33.46794
Peregrino -117.55474
1012 F 43n Calf Mrar,est tf 271 Pte;lie# 33.47532
Este 117.6567
LG02�3-1 On Oceana Del Mar South of 28241 Oceana
Del Mar 33.47209 -117.64443
t Gt30_C
...on Cn?mo La Rrda,South of:.2...82...,3..
Jpseo
Corral 33.4 7 1 Y�17.6380
LG031-I On Camino Del Avon;South of 25591 Camino
Del Avon 33.48729 -117.68047
LH171~l3 3h Sia .luau creek Rd East of 8 1 Sar�;3uan
Creek ftrl 3351213
LH 174-E On Monarch Dr;East of 29581 Monarch Dr 33.53337 -117.66290
l H183 F Oh C rrs ro C pt trap s,6-::a and,acros from
30313 Carr�nor.
lstrao
33.5411 . ' 17,6G77
LH210-1 On Calle Del Campo;South of 31351 Calle Del
Campo 33.50713 -117.54475
11 l {3n lip St,t t rth sof 2. 561 Calle l ug as 33.49 98 -117.66CS 9
LH496-D On Highland Dr.;South of 27152 Highland Dr. 33.52964 -117.65613
ATTACHMENT AGREEMENT
BY AND BETWEEN
THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA
AND
SOUTHERN CALIFORNIA GAS COMPANY
This Attachment Agreement ("Agreement") is entered into this 21 st day of April, 2015, by
and between the City of San Juan Capistrano, a California municipal corporation,
hereinafter referred to as the ("City") and Southern California Gas Company, a
California corporation hereinafter referred to as the ("Gas Company"). Hereinafter the
term "Parties" shall refer collectively to all the foregoing named Parties. The effective
date of this Agreement shall be the date indicated hereinabove (the "Effective Date").
RECITALS
WHEREAS, Gas Company is an investor-owned public utility that provides gas utility
services to residents of City.
WHEREAS, on April 21, 2015, City granted to Gas Company a franchise to use and lay
pipes and appurtenances necessary and convenient for the operation of a gas utility
under, along, across or upon public streets, ways, alleys and places (collectively,
"Rights-of-Way") in the City for transmitting and distributing gas (the "Franchise").
WHEREAS, Gas Company has been authorized by the California Public Utilities
Commission to implement its Advanced Meter Program, which consists of, among other
things, the installation of advanced meter equipment, network communications devices,
including but not limited to data collector units ("DCU's), antennas, gas repeaters and/or
radio frequency local area network range extenders, and other advanced meter
facilities, in connection witht
and necessary �1O. Gas Company's
ompan rs opera ion, transmission
and distribution of gas in the City ("Advanced Meter Facilities").
WHEREAS, the installation of Advanced Meter Facilities requires the use of existing or
new infrastructure, such as poles, towers, streetlights or buildings of sufficient height
and at appropriate locations in order to be effective.
WHEREAS, In order to reduce the number of new Advanced Meter Facility installations
with the City Rights-of-Way, City desires to allow the Gas Company to install its
Advanced Meter Facilities, which are further described herein, within property owned by
City at 12 sites identified on "Attachment A" and incorporated herein by this reference
("Installation Sites").
WHEREAS, City and Gas Company have agreed to enter into this Agreement regarding
Gas Company's use and attachment of Advanced Meter Facilities at the Installation
Sites upon the terms, conditions and other considerations set forth herein.
1
ATTACHMENT 2
AGREEMENT
NOW THEREFORE, in consideration thereof and for other valuable consideration as set
forth herein below the parties hereto do mutually agree as follows:
I Effective Date. This Agreement shall become effective as of the date of
its execution by or on behalf of all the Parties hereto ("Effective Date").
2. Term. The term shall be for 20 years from the Effective Date.
3. Authorization. Subject to the terms and conditions contained herein, City
hereby authorizes Gas Company to install Advanced Meter Facilities upon
Installation Sites as described and illustrated in those certain improvement
drawings to be provided by the Gas Company (the "Improvement
Drawings") as reviewed by and on file as a public record with the City
Engineer of the City of San Juan Capistrano ("City Engineer"), and to
operate, use, maintain, repair, replace, improve, alter, inspects test: and
remove such Advanced Meter Facilities on the terms and conditions set
forth herein. City shall deliver to Gas Company written notice approving or
disapproving: the Improvement Drawings within thirty (30) days after
submittal of the Improvement Drawings, provided that City shall not
unreasonably withhold, condition or delay its approval.
4.. Scope of Agreement. This Agreement authorizes the Gas Company to
attach the Advanced Meter Facilities in the locations identified on Exhibit
"A" attached hereto, and to undertake all activities related to the
installation, maintenance, operation, use, repair, replacement,
improvement, alteration, inspection, testing and removal of the Advanced
Meter Facilities, as identified in said Improvement Drawings and any
Additional Improvement Drawings.
Nothing contained in this Agreement shall be deemed or construed to
create the relationship of principal and agent or of partnership or of joint-
venture or of any association whatsoever between City and Gas
Company, it being expressly understood and agreed that neither the
computation of fees nor any other provisions contained in this Agreement
nor any act or acts of the parties hereto shall be deemed to create any
relationship between City and Gas Company other than the relationship of
City and Gas Company,
Gas Company hereby acknowledges, agrees and covenants that this
Agreement does not authorize or bestow any rights to Gas Company to
provide cable television service or commercial telecommunications
services.
2
5. Compensation. The Gas Company shall pay to the City a one-time fee of
$780 ($39 x 20 years) per Installation Site. The fee shall be due within
thirty (30) days of the Effective Date.
6. Authority to Allow Attachments. The City hereby represents and
warrants to keep the Gas Company that it has all rights necessary to allow
for the installation of the Advanced Meter Facilities at the Installation Sites.
7. Workmanship and Responsibility of Gas Company. All of Gas
Company's construction and installation work shall be performed at Gas
Company's sole cost and expense and in a good and workmanlike manner
and in accordance with the rules and regulation of the CPUC and the
Improvement Plans reviewed by the City Engineer, and in compliance with
all applicable ordinances, regulations or law (to the extent not inconsistent
with or preempted by the jurisdiction of the CPUC).
Gas Company shall remove all of the Advanced Meter Facilities at its sole
expense within one hundred eighty (180) days after the termination of the
Agreement, unless: an agreement is otherwise reached between the City
and Gas Company to abandon the Advanced Meter Facilities in place.
Gas Company shall bear full responsibility for repairs to any damage to
the Rights-of-Way caused by Gas Company's or its employees',
contractors', subcontractors' or agents' installation, construction,
maintenance, repair, operation and removal of the Advanced Meter
Facilities.
8. Gas Company to Bear All Costs. The Gas Company, or any successor
or authorized assign, shall bear all costs incurred in connection with Gas
Company's or its employees', contractors', subcontractors' or agents'
planning, design, installation, construction, maintenance, repair, operation
and removal of the Advanced Meter Facilities. City shall not be
responsible or bear any cost for repair of any damage or movement of
Advanced Meter Facilities due to repair, maintenance and/or
failure/collapse of any existing gas, or any other improvements or works
approximate to Advanced Meter Facilities, except for the active negligence
or willful misconduct of the City, its officers, agents, employees,
contractors or subcontractors. Gas Company will be responsible for all
costs associated with energizing the Advanced Meter Facilities at
Installation Sites.
9. Interference. The Gas Company installation and use of the Advanced
Meter Facilities under this Agreement shall not damage or interfere in any
way with City's operations. The City at all times during this Agreement,
reserves the right to take any action it deems necessary, in its sole
discretion, to repair, maintain, alter, or improve the Installation Sites, which
may temporarily interfere with the Advanced Meter Facilities. The City
3
agrees to give 30 day advance notice of such interference to the Gas
Company and to reasonably cooperate with the Gas Company to carry out
such activities with a minimum amount of interference with the Gas
Company's operations.
10. Gas Company to Secure Approval and Permits. Not less than thirty
(30) days prior to commencement of construction and installation of the
Advanced Meter Facilities, Gas Company shall, at its sole cost and
expense, prepare and submit the Improvement Drawings to the City
Engineer for review as described in Section 1 above. Gas Company shall,
at its sole cost and expense, submit traffic control plans for approval by
City Engineer. All work within the Rights-of-Way shall be performed in
compliance with the Improvement Plans and reviewed by the City
Engineer and non-discretionary administrative permits obtain by Gas
Company.
11. Indemnification of City. Gas Company skull defend, indemnify and hold
harmless the City and its council members, officers, agents and employees
against all claims, losses, damages, costs, expenses, liabilities, causes of
action, fines or penalties, including but not limited to reasonable attorney's
fees (collectively, "Claims"), for injury to or death of persons or' damage to
property incurred by City arising from the Advanced Meter Facilities being
located on the street light poles, except to the extent such Claim arise from
the sole negligence or willful misconduct of the City, its officers, agents, or
employees, provided, however, that Gas Company's indemnification
obligations shall not include any punitive, consequential or special damages,
except to the extent asserted by a third party against the City arising from a
Claim for which Gas Company is obligated to indemnify the City under this
paragraph.
12. Governing Law, Jurisdiction. This Agreement shall be governed and
construed by and in accordance with the Laws of the State of California.
Nothing in this section shall be interpreted to preclude either party's right
to seek redress from the CPUC.
13. Amendment of Agreement, This Agreement may not be amended
except pursuant to a written instrument signed by both parties.
Notices. All notices, demands, requests, consents or other
communications that this Agreement contemplates or authorizes, or
requires or permits either party to give to the other, shall be in writing and
shall be personally delivered or mailed or sent by reputable overnight
courier, such as FedEx, to the respective party as follows:
4
TO CITY:
City of San Juan Capistrano
Address: 32400 Paseo Adelanto
Attn: George Alvarez
Tei: 949-443-6351
TO THE GAS COMPANY-
Southern California Gas Company
555 West Fifth Street
Los Angeles, CA 90013
Attn: David Mercer
Network Technology Manager
Tel: (213) 244-5415
Either party may change its address by notice to the other party as
provided herein. Communications shall be deemed to have been given
and received on the first to occur of (i) actual receipt at the offices of the
party to whom the communication is to be sent, as designated above, or
(ii) three working days following the deposit in the United States Mail of
registered or certified mail, postage prepaid, return receipt requested, or
with reputable overnight courier, such as FedEx, addressed to the offices
of the party to whom the communication is to be sent, as designated
above.
14. Other Regulations. All Gas Company's use of the Rights-of-Way under
this Agreement shall be in accordance with the laws of the United States
of America, the State of California and in accordance with all applicable
rules and regulations and ordinances of the City now in force, or
hereinafter prescribed or promulgated by resolution or ordinance or by
State or Federal law (to the extent that the same are not inconsistent with
or preempted by the jurisdiction of the CPUC).
15. Powers to Enter
Into Agreement. The individuals executing this
Agreement represent and warrant that they have the right, power, legal
capacity and authority to enter into and to execute this Agreement on
behalf of the respective legal entities of the Gas Company and the City.
16. Assignment or Transfer of Authorization. This Agreement may be
assigned or transferred to any qualified person or entity subject to the prior
written approval of the City, which shall not be unreasonably withheld,
conditioned or delayed. Notwithstanding the foregoing, City's prior written
consent shall not be required for any of the following: (a) the transfer of
any shares or stock in or change in control of Gas Company's parent
company, or (b) any merger, consolidation or reorganization of, by or with
Gas Company or transfer of all or-substantially-all of the stock or shares in -
5
Gas Company or assets of Gas Company.
17. Entire Agreement, Successors and Assigns. This Agreement contains
the entire understanding between the parties with respect to the subject
matter herein. There are no representations, agreements, or
understandings, whether oral or written, between or among the parties
relating to the subject matter of this Agreement which are not fully
expressed herein. Each party has relied on advice from its own attorneys,
and the warranties, representations, and covenants of this Agreement
itself. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
6
IN WITNESS WHEREOF the parties hereto for themselves, their heirs, executors,
administrators, successors, and assigns do hereby agree to the full performance of the
covenants herein contained and have caused this Agreement to be executed by setting
hereunto their signatures on the day and year respectively written herein below.
CITY OF SAN .DUAN CAPISTRANO
By
Derek Reeve, Mayor
SOUTHERN CALIFORNIA GAS COMPANY
By:
David Mercer
Network Technology Manager
Advanced Meter Project
ATTEST;
Maria Morris, City Clerk
APPROVED AS TO FORM
Hans Van Ligten, City Attorney
7
Attachment A: Installation Sites
FSite 10 Pole Type Street I Latitude Longitude
Attachment Address
LG007-1) Street fight La Novia 33.494072 117.648538
pole Avenue
LGO08-F Street light Calle 1 33.467949 -117.654743
E pole Andalugia I �
l LGO12-F Street light { Calle Miramar 33.475324 -117.656474
�' _ pole
LH496-D Street light Highland 33.52964444 -117,6561388
p
ole Drive
LG030-C Street light Camino La 33.497819 -117,638073
MblNpole Ronda
LG031-1 __ Street light I Camino Del ; 33.487291 117.680473
pole Avon
Wd d 1 Street light ilia Entrada 33,489712 -117.637929
pole
LH171-D Street light San Juan 33.51213 ; -117.629103
Pole Creek Road
LH174-E Street light Monarch 33.533375 -117.662906
pole Drive
i LH181-F _ ! Street light Camino 33.52411 -117.667978
pole Capistrano
LH211-H Street light Alipaz Street 33.499983 -117.666991
pole
LH210-F Street light Calle Del 33.50713 -117.644752
pole Campo