REVOCABLE NON-EXCLUSIVE LICENSE AGREEMENT
This Non-Exclusive License Agreement (“Agreement”) is made by and between the CITY OF LAGUNA BEACH, a California municipal corporation ("City") and the Southern California Gas Company, a California corporation hereafter referred to as the ("Gas Company"). Each of the City and the Gas Company is a "Party" and together they are the "Parties" to this Agreement.
I. RECITALS
A. Gas Company is an investor-owned public utility that provides gas utility services to residents of City.
B. 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").
C. The City has acquired from Southern California Edison ten poles wherein Gas Company had installed its Advanced Meter Facilities.
D. The City desires to allow the Gas Company to continue the use, maintain, repair, replace, and install its Advanced Meter Facilities, which are further described herein, within property owned by City at (10) of sites identified on "Exhibit A" and incorporated herein by this reference ("Installation Sites").
E. 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.
AGREEMENT
NOW, THEREFORE, the City and the Gas Company agree as follows:
II. GRANT OF LICENSE TO GAS COMPANY
A. The City, for good and valuable consideration, grants Gas Company a revocable, non-exclusive license (the "License") to use the Installation Sites identified in Exhibit A for the purpose described in this Agreement.
B. Use of Installation Site
i. Gas Company shall only use the Installation Sites for the installation, operation, maintenance, use, repair, replacement, improvement, alteration, inspection and removal of its Advanced Meter Facilities as Attachment 1
3 described and illustrated those certain improvement drawings reviewed and approved by and on file as a public record by the City. This Agreement authorizes the Gas Company to attach the Advanced Meter Facilities in the general 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. At no times shall the Gas Company cause the Advanced Meter Facilities to make the Installation Sites inaccessible to the City and its agents, except in the event of force majeure or an emergency requiring Gas Company’s response.
ii. City and its agents shall have access to the City-owned streetlights at all times. In the event that the City's use of the City-owned streetlights shall interfere with the Gas Company’s Advanced Meter Facilities, City agrees to give at least 30 days’ advance notice of such interference to Gas Company and to reasonably cooperate with Gas Company to carry out such activities with a minimum amount of interference with the Gas Company’s operations, and in the case of permanent interference, to use commercially reasonable effort to provide an alternative Installation Site reasonably acceptable to Gas Company. Notwithstanding the foregoing, in the event of an emergency requiring immediate action(s), City shall take any and all actions it determines necessary to respond to such emergency, and shall thereafter give prompt notice to Gas Company of such actions..
C. Compensation
i. The Gas Company shall pay to the City a one-time fee of Ten Thousand One Hundred Thirty Six and 00/100 Dollars ($10,136.00) for all Installation Sites for the Term. This amount consists of attachment fees of $7,800.00, calculated at $39.00 per Installation Site (or pole) per year, and $2,336.00, calculated at $11.68 per Installation Site per year for electrical fees: $39x10x20 + 11.68x10x20 = $10,136). The fee shall be due within ninety (90) days of the Effective Date. If the Gas Company fails to pay the fee in a timely manner, a delinquent payment charge on any unpaid amount shall accrue from the due date until paid at the lower of the rate of one and one-half percent (1-1/2%) per month or the maximum legal rate until paid.
D. Authority to Allow and Workmanship
i. The City hereby represents and warrants to the Gas Company that it has all rights necessary to allow for the installation of the Advanced Meter Facilities at the Installation Sites,.
ii. 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 4 the CPUC and the plans approved by the City 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 at all times maintain the Advanced Meter Facilities in good condition and repair and the exterior surfaces of the Advanced Meter Facilities shall at all times be free of signage and stickers (other than Gas Company identification signage and stickers), graffiti, and the like.
III. TERM, CONSIDERATION AND BREACH REGARDING LICENSE THE GAS
COMPANY
A. The term of this Agreement shall be for the period commencing on [INSERT DATE] and shall continue for a period of twenty (20) years (the “Term”), unless earlier terminated in accordance with the provisions of this Agreement. This Agreement shall expire automatically at the end of the Term, unless extended by mutual agreement of the Parties.
B. Should the Gas Company breach the Agreement in a manner that constitutes a danger to health or safety, the Agreement may be terminated upon written notice to the other party. Such termination shall be effective immediately upon delivery of notice, unless a later date is specified therein. The City shall provide reasonable documentation supporting the basis for such determination, and both parties shall cooperate in good faith to mitigate any adverse effects resulting from such termination; provided however, this Agreement may be reinstated at the City's discretion in the event the Gas Company removes such danger.
Notwithstanding any other provision set forth in this Agreement to the contrary, the City in its sole and absolute discretion shall have the right at any time during the term of this Agreement to request that the Gas Company relocate any of the Installation Sites. In such event, the City shall provide reasonable written advance notice (no less than 30 days) to Gas Company and if Gas Company wishes to relocate its Advanced Meter Facilities within the Installation Site(s) that are to be so removed or relocated, City and Gas Company shall negotiate in good faith regarding such relocation, with each party reserving to itself the final discretion to approve or disapprove the terms thereof. The parties shall use reasonable efforts to identify an alternative space in order to minimize disruption to Gas Company’s operations. If the parties are unable to locate suitable alternative space, the City shall refund to Gas Company, on a pro rata basis based on the remaining term of the Agreement, the portion of the compensation previously paid by Gas Company attributable to the unavailable location.
IV. INDEMNIFICATION
The Gas Company shall indemnify, defend and hold harmless the City, its officers, employees and agents from and against all claims, causes of action, liabilities and damages for injuries to persons and property, including reasonable costs of defense and reasonable attorney fees, arising from Gas Company’s use of the Installation Sites, including use by its guests, agents, patrons, invitees, customers, employees, 5 officers, and contractors hired in connection with this license, except for such claim or liability arise from the gross negligence or willful misconduct of the City, its officers, employees, agents, contractors or subcontractors; 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 City arising from a Claim for which Gas Company is obligated to indemnify City under this paragraph The obligations of the Gas Company under this Section shall survive the expiration, cancellation, or termination of this Agreement and Term.
V. DAMAGE TO PROPERTY AND RESTORATION OF PROPERTY
A. The Gas Company assumes responsibility for all damage to the City-owned streetlights as a result of its work on the Installation Sites caused by, or related to, its use thereof, except to the extent such damages result from the active negligence or willful misconduct of the City, its officers, agents, employees, contractors or subcontractors. Upon written notice from City, Gas Company shall, at its own expense, repair such damages to the City-owned streetlights, except for damages caused by ordinary wear and tear or beyond the reasonable control of the Gas Company; provided, however, that if the Gas Company fails to make such repairs and such failure continues for more than 30 days after written notice from the City (provided that no such notice shall be required in case of an emergency), the City may, but need not, make such repair, and the Gas Company shall reimburse the City the reasonable, actual and third party costs for correction of any such damage.
B. Duty to Repair, Restore or Replace. Within hundred eighty (180) days of the termination or expiration of this Agreement unless an agreement is otherwise reached between the City and Gas Company to abandon the Advanced Meter Facilities in place, the Gas Company shall remove all of the Advanced Meter Facilities at its sole expense and any remaining improvements at the Installation Sites and restore the property to the substantially the same condition it was in prior to the execution of this Agreement.
VI. INSURANCE
A. During the term of the License, the Gas Company shall maintain in full force and effect, at its cost and expense, the following coverages and amounts of insurance:
i. Full replacement cost Property Insurance (written on a "special perils" basis) for the Property and all other personal Property, machinery, equipment and trade fixtures owned by the Gas Company;
ii. Statutory Worker's Compensation Insurance, and Employer's Liability limits of the amount required by law, or One Million Dollars ($1,000,000) per accident/per employee, whichever is greater;
iii. Commercial General Liability Insurance, written on an occurrence basis, covering bodily injury (including death), personal injury, and property damage, with limits of not less than One Million Dollars ($2,000,000) per claim, that includes coverage for contractual liability, independent contractors, premises/operations, products/completed operations, and cross liabilities/separation of insureds; the Gas Company shall consider its own insurance 6 primary, and shall not seek contribution from similar insurance being maintained by the City. iv. Automobile Liability with a combined single limit of One Million Dollars ($1,000,000) that includes coverage for owned, non-owned and hired vehicles; and v. Five Million Dollars ($5,000,000) in excess liability coverage per claim, for injuries, losses, claims for damages to persons or Property occurring on the Property, and resulting from the use of the Property by the Gas Company and/or the negligence of the Gas Company and its agents, contractors, employees or invitees, which coverage shall sit excess of the scheduled underlying General Liability, and Automobile Liability and Employer's Liability Insurance policies with exclusions that are no more broad that those contained in the underlying policies.
B. With respect to the Gas Company’s Commercial General Liability Insurance, Automobile Liability Insurance and Excess Liability Insurance, they shall include City as an additional insured with respect to liability arising out of the Gas Company’s use of the Property. They shall be primary and non-contributing with any other insurance available to City and shall contain a full waiver of subrogation clause.
C. Gas Company shall have the right to self-insure with respect to any or all of the insurance required to be carried by the City, and such self-insurance shall be deemed to have satisfied any or all obligations required under this agreement.
VII. MISCELLANEOUS
A. Taxes. Reserved.
B. Notices. All notices permitted or required under this Agreement shall be in writing, and shall be deemed made when delivered to the applicable Party's representative as provided in this Agreement. Additionally, such notices may be given to the respective Parties at the following addresses, or at such other addresses as the parties may provide in writing for this purpose. Such notices shall be deemed made when personally delivered or when mailed fortyeight (48) hours after deposit in the U.S. mail, first-class postage prepaid, and addressed to the party at its applicable address, as follows:
Southern California Gas Company: Southern California Gas Company 555 W. Fifth Street, GT14E7
Los Angeles, CA 90013
CITY: Dave Kiff
City Manager
City of Laguna Beach
505 Forest Ave, Laguna Beach, CA 92651
Each party may change its address for notice by giving notice thereof to the other party. 7 C. Entire Agreement / Modification. This Agreement supersedes any and all other agreements, either oral or written, between the parties pertaining to the subject matter hereof, and contains all of the covenants and agreements between the Parties. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Any agreement, statement, or promise not contained in the Agreement, and any modification to the Agreement, will be effective only if signed by both Parties.
D. Authority. Each of the persons signing this Agreement represents and warrants that they have authority to bind the party for whom they are signing.
E. Compliance with Applicable Law. The Gas Company and the City shall comply with all applicable laws, ordinances and codes of the Federal, State, County and City governments
F. Assignment. This Agreement is binding on and inures to the benefit of the Parties and their respective heirs, successors, assigns, and personal representatives. Neither Party may assign its rights and obligations in and under this License without first obtaining prior written consent of the other Party, which shall not be unreasonably withheld.
G. Independent Contractor. This Agreement is by and between the City and the Gas Company and is not intended, and shall not be construed, to create the relationship of agency, servant, employee, partnership, joint venture or association, as between the City and the Gas Company or any of the Gas Company’s agents or employees.
H. Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of California without giving effect to conflict of law rules. The Parties further agree that all actions brought under this Agreement shall be brought in the courts located in Orange County.
I. Force Majeure. Neither Party is responsible for any delay or failure in performance of any part of this Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes beyond the Party's control.
J. No Waiver. The failure of a Party to insist on strict performance of any provision of the Agreement does not constitute a waiver of, or estoppel against asserting, the right to require performance in the future. A waiver or estoppel given in any one instance does not constitute a waiver or estoppel with respect to a later obligation or breach.
K. No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies on any person other than the Parties and their respective successors and permitted assigns.
L. Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any right or remedy by any Party does not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights a Party may have under applicable law, in equity or otherwise.
8 M. Severability. If any term of this Agreement is held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over this subject matter, that contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as reformed to the extent necessary to render valid the particular provision or provisions held to be invalid, consistent with the original intent of that provision and the rights and obligations of the Parties shall be construed and enforced accordingly, and this Agreement shall remain in full force and effect as reformed.
N. Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect as if all the Parties had signed the same document; all counterparts shall be construed together and shall constitute one and the same instrument. The delivery of an executed counterpart to this Agreement by electronic means (including via email) shall be as effective as the delivery of a manually executed counterpart.
O. Construction. The headings in this Agreement are inserted for convenience and identification only. When the context requires, the number of all words shall include the singular and the plural. In this Agreement, words importing any gender include the other genders and the words including, includes and include shall be deemed to be followed by the words without limitation. All documents or items attached to, or referred to in, this Agreement are incorporated into this Agreement as fully as if stated within the body of this Agreement. The Agreement expresses the mutual intent of the Parties to this Agreement and the rule of construction against the drafting Party has no application to this Agreement.
Signatures to follow
This Agreement is executed on ____________________. 2026, at Laguna Beach, California, and effective as of August _____, 2026 (“Effective Date”).
CITY OF LAGUNA BEACH:
__________________________________
DAVE KIFF, City Manager
Approved as to Form:
_____________________________________
City Attorney
ATTEST
__________________________________
ANN MARIE MCKAY, City Clerk
(seal)
SOUTHERN CALIFORNIA GAS COMPANY:
_______________________________________
ANGIE GONZALES, Mgr. Dist. Meter Services
9 Exhibit A
10 11
12 13
14