Item No.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: MATT BAUMGARDNER, P.E., DIRECTOR OF PUBLIC WORKS/CITY
ENGINEER
DATE: JULY 8, 2025
SUBJECT: APPROVAL OF A RIGHT-OF-WAY USE AGREEMENT BETWEEN THE CITY
OF DOWNEY AND THE GATEWAY CITIES COUNCIL OF GOVERNMENTS
FOR THE GATEWAY CITIES REGIONAL FIBER OPTIC NETWORK
PROJECT
EXECUTIVE SUMMARY
The City Council will consider approving a Right-of-Way Use agreement with the Gateway Cities Council of Governments for the Gateway Cities Regional Fiber Optic Network project.
This regional project will add approximately 7.4 miles of fiber optic lines along several segments of the City’s corridors, including Stewart and Gray Road, Old River School Road, Downey Avenue, Brookshire Avenue, Florence Avenue, Woodruff Avenue, and Telegraph Road. The GCCOG will be managing the project, but requires the execution of this agreement in order to have license to encroach under, on, and along the City’s Right-of-Way for the purpose of installing, maintaining, and operating the network.
RECOMMENDATION
That the City Council:
Approve a Right-of-Way Use agreement with the Gateway Cities Council of Governments for a license to encroach under, on, and along the City Right-of-Way for the purpose of installing, maintaining, and operating fiber optic lines as part of the Gateway Cities Regional Fiber Optic Network.
BACKGROUND
The Gateway Cities Council of Governments (GCCOG) entered into a Joint Build Agreement with the California Department of Technology and has been awarded a grant by the California Public Utilities Commission to design and construct the Gateway Cities Regional Fiber Optic Network (GCRFON). The purpose of the GCRFON project is to increase digital access, expand connectivity, competition, and affordability for all of its participating member cities.
The GRCFON project will add fiber optic lines from Long Beach to the south up to Montebello, Pico Rivera, and Whitter on the northern end. Overall, 125 total miles of fiber optic lines will be added through 23 cities with up to 100 Gbps upload/download speeds for end-users. The
APPROVAL OF A RIGHT-OF-WAY USE AGREEMENT BETWEEN THE CITY OF DOWNEY AND THE
GATEWAY CITIES COUNCIL OF GOVERNMENTS FOR THE GATEWAY CITIES REGIONAL FIBER OPTIC
NETWORK PROJECT
JULY 8, 2025
PAGE 2
project will add approximately 7.4 miles of fiber optic lines through the City of Downey as shown and described in Exhibit A of the agreement.
ANALYSIS
Under this agreement, the City will grant GCCOG a license to encroach under, on, and along its Right-of-Way for the purpose of installing, maintaining, and operating the fiber optic lines.
The City will have the right to utilize two strands of the fiber for non-commercial purposes.
The City is not required to rent or pay a license fee to the GCCOG for this use and the GCCOG will be responsible for maintaining the City’s strands at no cost to the City. The GCCOG and the City will coordinate throughout installation of the fiber optic lines to ensure timely completion of the project and to ensure that there are no conflicts with concurrent CIP projects.
This regional project will add approximately 7.4 miles of fiber optic lines along several segments of the City’s corridors, including Stewart and Gray Road, Old River School Road, Downey Avenue, Brookshire Avenue, Florence Avenue, Woodruff Avenue, and Telegraph Road. The overall GCRFON project is scheduled to take place between Summer 2025 and must be completed by December 2026. At this point in time, there is not a schedule for when the work will be starting in Downey. Staff will provide updates to the Community as the project progresses into the City.
CITY COUNCIL PRIORITIES
Efficiency and Adaptability
Quality of Life, Safety & Infrastructure
FISCAL IMPACT
There is no fiscal impact. The City, as a member of the GCCOG, will benefit from the project by having access to two strands of the fiber for non-commercial purposes at no cost.
ATTACHMENTS
Attachment A: Right-of-Way Use Agreement between the City of Downey and the Gateway Cities Council of Governments for the Gateway Cities Regional Fiber Optic Network.
1 RIGHT-OF-WAY USE AGREEMENT
BETWEEN THE CITY OF DOWNEY
AND THE GATEWAY CITIES COUNCIL OF GOVERNMENTS
FOR THE GATEWAY CITIES REGIONAL FIBER OPTIC NETWORK
This Right-of-Way Use Agreement (“Agreement”) is made by and between the City of Downey (“City”) and the Gateway Cities Council of Governments (“GCCOG”). City and GCCOG are each a “Party” and collectively known as the “Parties.”
RECITALS
A. GCCOG has entered into a Joint Build Agreement with the California Department of Technology (“CDT”) and has been awarded a grant by the California Public Utilities Commission (“CPUC”) to design and construct the Gateway Cities Regional Fiber Optic Network (“GCRFON”), for the purpose of furthering digital equity and expanding connectivity, competition, affordability, and access for its participating member cities.
B. City desires to participate in the GCRFON project and grant GCCOG the right to use certain portions of its public rights-of-way (“ROW”) for the purpose of installing, maintaining, and operating the GCRFON, as more fully set forth herein.
C. The City Council determines that participating in the GCRFON project serves the public interest, is beneficial for the broadband connectivity of City facilities, and creates an opportunity for greater broadband connectivity for its residents and businesses.
NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter contained, the Parties agree as follows:
1. GCCOG AUTHORIZATION TO ENCROACH UPON CITY PUBLIC RIGHTS-OF-WAY
A. Authorization. City hereby grants GCCOG a license to encroach under, on, and along its ROW for the purpose of the installation, maintenance, and operation of the GCRFON upon various portions of City ROW , as more specifically depicted in Exhibit A attached hereto and incorporated herein, as may be modified or changed in the final design. GCCOG shall not be required to pay any fees or to obtain any other license or permit from City for the purpose of installing, maintaining, and/or operating the GCRFON.
B. Term. This license is granted in perpetuity.
C. City’s Use of the GCRFON. City shall have the right to utilize two (2) strands of dark fiber, for non-commercial purposes, along the path preliminarily identified in Exhibit B attached hereto and incorporated herein, as may be modified or changed in the final design (“City Strands”). No rent or license fee shall be payable to GCCOG from City for City’s use of the City Strands. GCCOG, at no cost to City, shall maintain the City Strands for the useful life of the asset, and City shall provide at City’s cost, all electronics,
2 connections, and other improvements and equipment needed to utilize the City Strands.
City shall not have the right to transfer or assign the use of the City Strands.
2. GCCOG’S RESPONSIBILITIES
A. Construction. GCCOG shall communicate and coordinate with City staff regarding the design and construction of the GCRFON. GCCOG shall provide to City staff completed engineering plans, traffic control plans, dates and schedules for construction activities, and other construction details as may arise. GCCOG shall provide City with as- built maps within sixty (60) days of completion of construction and final inspections.
B. Damage to Property. GCCOG shall assume all responsibility for all damage to property (including the GCRFON) that may arise from or be caused by GCCOG’s performance under this Agreement or by the performance of any other party which GCCOG directly or indirectly employs to perform u nder this Agreement. Any damage to any property or public right-of-way resulting from the installation, maintenance, and operation of the GCRFON by GCCOG shall be caused to be repaired by GCCOG at no expense to City and to the reasonable satisfaction of City.
C. Relocation. GCCOG shall remove or relocate, at City’s cost and/or expense, the GCRFON, or any part of it, if and when made necessary by either the installation, abandonment, change of grade, alignment or width of any street, sidewalk or other public facility or the construction, maintenance or operation of any City or other public agency underground or aboveground facilities (including, by way of example and not limitation, any sewer, storm drain, conduits, gas, water, electric or other utility systems or pipes), provided that City or other public agency is acting in its governmental capacity.
In the event all or any portion of any ROW occupied by GCRFON is needed by City or other public agency for a governmental purpose or in the event the existence of GCRFON or any part of it shall be considered detrimental to the public health, safety, welfare, or convenience or to governmental activities including, but not limited to, interference with City or other public agency construction projects, or is in conflict vertically and/or horizontally with any proposed City or other public agency installation, GCCOG shall remove and relocate GCCOG Fiber Network or the involved part of it, at City’s or other public agency’s cost and/or expense, to such other location or locations in the public rights-of-way as may be designated by City or other public agency. City or other public agency must provide written notice to GCCOG at least one hundred eighty (180) days in advance of the need for such removal or relocation.
D. Dig Alerts. GCCOG shall become a member of the Underground Service Alert of Southern California (“DigAlert”) and agrees to maintain and keep current its membership in DigAlert throughout the term of this Agreement, and to comply with applicable noticing and other requirements.
3. CITY RESPONSIBILITIES
To facilitate GCCOG’s buildout of the GCRFON with minimal disruption to the general
3 public, City agrees, to the best of its ability during the construction period, to cooperate with GCCOG to coordinate the design and construction of the GCRFON, including, but not limited to, traffic management and notices to residents and businesses. City shall designate a point-of-contact for communications with GCCOG for GCRFON-related activities. The City Manager or designee shall have the authority to issue any needed approvals on behalf of City regarding the GCRFON.
4. OTHER TERMS
A. Responsibility for Costs. Except as specified otherwise herein, each Party will be responsible for and bear its own costs and expenses incurred at any time in connection with the performance of its responsibilities under this Agreement.
B. Dispute Resolution.
i. If a dispute arises between the parties relating to this Agreement, the Parties agree to use the following procedure prior to resorting to judicial relief by a court of competent jurisdiction: A meeting shall be held promptly between the Parties, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) days after such meeting, the Parties have not succeeded in negotiating a resolution of the disput e, they agree to submit the dispute to mediation in accordance with and pursuant to the rules of Judicial Arbitration and Mediation Services (“JAMS”), as amended or as augmented in this Agreement. Each Party shall pay their own costs of mediation. The Parties shall jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the JAMS if they have been unable to agree upon such appointment within twenty (20) days from the conclusion of the negotiation period. The Parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days.
ii. If the Parties are not successful in resolving the dispute through mediation as described above, the Parties may pursue any remedy at law or in equity by a court of competent jurisdiction.
iii. Notwithstanding the provisions of this subsection, either Party shall be entitled to seek declaratory and injunctive relief in any court of competent jurisdiction to enforce the terms of this Agreement or to enjoin the other Party from an asserted breach thereof on a showing that the moving Party would otherwise suffer irreparable harm.
C. Indemnity and Defense.
i. GCCOG shall defend, indemnify, and hold City, its elected officials, officers, agents, employees, and volunteers, harmless from and against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of GCCOG, its
4 officers, agents, or employees.
ii. City shall defend, indemnify and hold GCCOG, its officers, employees, and agents harmless from and against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of City, its officers, agents, employees.
D. Notices. All notices required or provided for under this Agreement shall be in writing, delivered in person or by certified mail, return receipt requested, addressed to the parties as indicated, below. Any notice so delivered shall be effective on the date of its delivery. Any party may change its address for notice by giving ten (10) days’ notice of such change in the manner provided for in this paragraph. Notices may be served as follows:
To City: City of Downey
11111 Brookshire Ave.
Downey, CA 90241
Attention: City Manager
To GCCOG: Gateway Cities Council of Governments
16401 Paramount Blvd
Paramount, CA 90723
Attention: Executive Director
E. Applicable Law and Venue. This Agreement shall be governed by the laws of the State of California. Any dispute or controversy arising under or related in any way to this Agreement shall be adjudicated by a state court of competent jurisdiction located in Los Angeles County, California.
F. Prevailing Party. If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing Party shall be entitled to receive from the losing party reasonable costs and expenses in such amount as the court or arbitrator may adjudge to be reasonable attorney's fees and costs incurred by the prevailing Party in such action or proceeding.
G. Assignment. GCCOG may sell, assign, transfer or lease any interest in those portions of the GCCOG Fiber Network within the City or assign or transfer any of its rights or obligations in this Agreement with prior written notice to City.
H. No Waiver. A waiver by either Party of any breach of any term, covenant or condition contained in this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or conditio n contained in this agreement, whether of the same or different character.
5 I. Severability. If any part of this Agreement is held invalid, the remaining terms and conditions shall not be affected unless their enforcement under the circumstances would be unreasonable, inequitable, or otherwise frustrate the purposes of this Agreement.
J. Independent Contractor. The Parties are independent entities and are not to be, and shall not be, construed as joint venturers, partners, employer/employee, or agents one of the other, and neither shall have the power to bind or obligate the other except as set forth in this Agreement.
K. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the Parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
L. Captions. The captions herein are for convenience and references only and are not a part of this Agreement and do not in any way limit, define or amplify the terms and provisions hereof.
M. Entire Agreement. This Agreement, including Exhibits A and B attached hereto, constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements with respect to the subject of this Agreement. No amendment or modification to the Agreement shall be valid and binding unless in writing and signed by authorized representatives of the Parties.
N. Authority to Execute this Agreement. Each person executing this Agreement on behalf of a Party warrants and represents that they have the authority to execute this Agreement on behalf of that Party and the authority to bind that Party to the provisions of this Agreement.
O. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the authorized representatives of the Parties have caused this Agreement to be executed as of the date of the last signature below.
[SIGNATURE PAGE FOLLOW S]
6 CITY OF DOWNEY
By: ___________________________
Hector Sosa, Mayor
Date: ___________________________
GATEWAY CITIES COUNCIL OF GOVERNMENTS
By: ___________________________
Hector De La Torre,
Executive Director
Date: ___________________________
EXHIBIT A
City Route Design
Route Description Based on Current Design
Aerial runs along Stewart and Gray Road for .5 miles, across Old River School Road. It continues North for .58 miles along Old River School Road until stopping.
Near the Stewart and Gray Road and Patton Road intersection, aerial starts and runs West .29 miles along Stewart and Gray Road. It cuts diagonally .05 miles, crossing Stewart and Gray Road and Downey Avenue. Aerial continues .55 miles North, along Downey Avenue.
Underground runs along Brookshire Avenue for .39 miles until reaching 5th Street. It continues West for .26 miles along 5th Street, until crossing .01 miles under 5th street.
Aerial picks up and runs .16 miles along 5th street, crossing Western Avenue. Aerial
continues along Western Avenue for .55 miles, then switches back to underground fo r .03 miles until E Florence Avenue. Underground follows E Florence Avenue for .41 miles then converts back to aerial. For .66 miles, aerial runs along E Florence Avenue, before changing back to underground for .04 miles until reaching city boundaries.
Aerial runs .10 miles along Woodruff Avenue then converts to underground for .04 miles, crossing Firestone Boulevard. Underground continues for .04 miles along Firestone Boulevard then cuts North along Woodruff Avenue for .10 miles before ending.
Underground runs along Telegraph Road for 2.2 miles, branching off .17 miles along Arrington Avenue. Aerial runs .22 miles from Telegraph Road, through Lindell Avenue, reaching the Santa Ana Freeway.
EXHIBIT B
Gateway Cities Regional Fiber Optic Network Design