HomeMy WebLinkAboutAGMT - Southern California Edison (License Agreement for Use of Bike Path) (Pending Return from SCE)SCE Doc. 142999 Att.
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Contract No. 9.3565
(Formerly Contract No. L2009)
CITY OF SEAL BEACH
L I C E N S E A G R E E M E N T
INDEX OF ARTICLES
1. USE
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 AND VERTICAL CLEARANCES
9. ACCESS AND CLEARANCES
10. PARKING
11. WEEDS, BRUSH, RUBBISH AND DEBRIS (WEED ABATEMENT)
12. FLAMMABLES, WASTE AND NUISANCES
13. PESTICIDES AND HERBICIDES
14. HAZARDOUS WASTE
15. SIGNS
16. FENCING AND EXISTING FIXTURES
17. PARKWAYS AND LANDSCAPING
18. IRRIGATION EQUIPMENT
19. UNDERGROUND TANKS
20. UNDERGROUND FACILITIES
21. UTILITIES
22. TAXES, ASSESSMENTS AND LIENS
23. EXPENSE
24. ASSIGNMENTS
25. COMPLIANCE WITH LAW
26. GOVERNING LAW
27. INDEMNIFICATION
28. TERMINATION
29. EVENTS OF DEFAULT
30. REMEDIES
31.. LICENSEE'S PERSONAL PROPERTY UPON TERMINATION OR EXPIRATION
32. LIMITATION OF LIABILITY
33. NON -POSSESSORY INTEREST
34. WAIVER
35. AUTHORITY
36. ELECTRIC AND MAGNETIC FIELDS
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37. INDUCED VOLTAGES
38. NOTICES
39. RECORDING
40. COMPLETE AGREEMENT
41. SIGNATURE AUTHORITY
42. SURVIVAL
APPENDIX: GUIDELINES FOR STANDARD LICENSEE IMPROVEMENTS
ADDENDUM(S)
NON -MOTORIZES BIKING & HIKING TRAILS
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LICENSE AGREEMENT
THIS AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY, a corporation
organized under the laws of the State of California, called "Licensor", and CITY OF SEAL BEACH, 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 solely for the purpose hereinafter
specified, upon and subject to the terms, reservations, covenants and conditions hereinafter set forth,
hereinafter designated as "Property" on the Exhibit "A" attached hereto and made a part hereof, being a
portion of Assessor's Parcel Numbers 095-681-35 and 7237-018-809, situated in the City of Seal Beach,
County of Orange, State of California, subject to any and all covenants, restrictions, reservations,
exceptions, rights and easements, whether or not of record.
Acknowledgment of License and Disclaimer of Tenancy
Licensee acknowledges and agrees that the License constitutes a limited, revocable, non -possessory,
personal and non -assignable privilege to use the Property solely for those permitted uses and activities
expressly identified in the Agreement (the "License Privilege"). Licensee further acknowledges and
agrees that:
• The consideration paid by Licensee pursuant to Article 3 of the Agreement is
consistent with the value of the rights comprising the License Privilege; the
consideration is not consistent with the higher market value for a greater right,
privilege or interest (such as a lease) in the Property or similarly situated parcels.
. Licensee is not a tenant or lessee of Licensor and holds no rights of tenancy or
leasehold in relation to the Property.
• The Agreement and/or any prior and/or future acts or omissions of Licensor shall
not create (or be construed as creating) a leasehold, tenancy or any other interest in
the Property.
• Licensor may terminate the License and revoke the License Privilege at any time,
subject, if applicable, to a notice period agreed upon by the parties, as more
particularly set forth in the Agreement.
• In consideration of Licensor's grant of the License, Licensee specifically and expressly
waives, releases and relinquishes any and all right(s) to assert any claim of right,
privilege or interest in the Property other than the License.
• Licensee further acknowledges and agrees that without the representations and
agreements set forth herein, Licensor would not enter into the Agreement.
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1. Use: Licensee will use the Property for bicycle and walking path purposes only. Licensor
makes no representation, covenant, warranty or promise that the Property, and any fixtures thereon,
are fit or suitable 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 use of the property
for any other purpose and/or failure to utilize the Property in accordance with this License as determined
by the Licensor in its sole discretion will be deemed a material default and grounds for immediate
termination of this Agreement in accordance with Articles 28 and/or 30.
2. Term: Unless otherwise terminated as provided herein, this Agreement will be in effect
for a term of five (5) years commencing on the first day of July, 2022 and ending on the last day of June,
2027. 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.
3. Consideration: Licensee will pay to Licensor the sum of Six Hundred Fifty Six and
73/100 Dollars ($656.73) upon the execution and delivery of this Agreement with subsequent annual
payments. Payment to Licensor must be in the form of a check or money order payable to Southern
California Edison Company. No cash payments will be accepted by Licensor. Payment schedule:
Year
Term
Yearly
Amount
Payment Due
First Day Of
First Year
2022
$656.73
July
Second Year
2023
$676.43
July
Third Year
2024
$696.72
July
Fourth Year
2025
$717.62
July
Fifth Year
2026
$739.15
July
All accounts not paid within 30 days of the agreed upon due date will be charged a late fee equal to ten
percent (10%) of the full amount'that was due on said date. To the extent a payment is not made within
sixty (60) days, Licensor may increase the late fee to twenty percent (201/6) of the full amount due.
Licensor shall further be entitled to any other costs associated with collection of the unpaid amounts.
All payments subsequent to the initial payment will be paid to the Southern California Edison Company,
Post Office Box 800 Rosemead, California, 91770, and Attention: Corporate Accounting Department —
Accounts Receivable.
insurance:
4. Insurance: During the term of this Agreement, Licensee shall maintain the following
(a) Workers' Compensation with statutory limits, under the laws of the State of California
and Employer's Liability with limits of not less than $1,000,000.00 each accident,
disease/each employee, and disease/policy limit. 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 grossly negligent acts of the Licensor.
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(b) Commercial General Liability Insurance, including contractual liability and products
liability, with limits not less than $1,000,000.00 per occurrence and $1,000,000.00 in
the aggregate. Such insurance shall: (i) name Licensor, its officers, agents and employees
as additional insureds, but only for Licensee's negligent acts or omissions; (ii) be primary
for all purposes and (iii) contain separation of insureds or cross -liability clause, and (iv)
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 grossly negligent acts
of the Licensor.
(c) Commercial Automobile Liability insurance with a combined single limit of
$1,000,000.00. Such insurance shall cover the use of owned, non -owned and hired
vehicles on the Property.
(d) Self - Insurance: Licensee may self -insure all of the insurance requirements above if they
belong to an approved Secondary Use Category and the self-insurance is maintained
under a self-insurance program reasonably satisfactory to Licensor. Bicycle and walking
path use is an approved Secondary Use Category; Licensee may submit written
verification of self-insurance to meet the above insurance requirements.
The failure to maintain such insurance may be deemed by Licensor a material default of this Agreement
and grounds for immediate termination pursuant to Articles 28 and/or 30. Licensee shall provide
Licensor with proof of such insurance by submission of certificates of insurance, pursuant to Article 38
"Notices",, at least ten days prior to the effective date of this Agreement, and thereafter at least ten days
prior to each insurance renewal date. Licensee must provide Licensor at least thirty (30) days notice
before any such insurance will be canceled, allowed to expire, or materially reduced. However, in the
event insurance is canceled for the non-payment of a premium, Licensee must provide to Licensor at
least ten (10) days' prior written notice before the effective date of cancellation. The required insurance
policies shall be maintained with insurers reasonably satisfactory to Licensor, and shall be primary and
non-contributory with any insurance or self-insurance maintained by Licensor.
5. Licensor's Use of the Property: Licensee agrees that Licensor, its successors and assigns,
have the right to enter the Property, at all times, 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, structures, and/or crops
located on the Property, nor shall Licensee be entitled to any compensation for any loss of use of the
Property or a portion thereof, and/or any related damages, as a result of Licensor's activities under this
Article.
6. Licensee's Improvements: Licensee must submit, for Licensor's prior written approval,
complete improvement plans, including, but not limited to, grading, lighting, landscaping, grounding,
and irrigation plans, - identifying all existing and proposed improvements, a minimum of sixty (60) days
prior to making any use of the Property. Licensee's conceptual plans for proposed improvements shall
be developed in accordance with the guidelines contained in the Appendix to this License. It is
understood and agreed that the general guidelines contained in the Appendix are intended to provide a
framework for the development of conceptual plans only; and that Licensor may modify or add to the
conditions contained in the Appendix hereto, based on individual site characteristics, Licensor's existing
or potential operating needs or Licensee's proposed use(s). Licensee must submit, for Licensor's prior
written approval plans for any modifications to such improvements. Written approval may be modified
and/or rescinded by Licensor for any reason whatsoever.
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To the extent Licensor reviews and/or approves any improvement plans, Licensor is doing so only for
purposes of determining whether said improvements are compatible with Licensor's use of the Property.
Under no circumstances shall such review and/or approval be construed as a warranty, representation,
or promise that the Property is fit for the proposed improvements, or that said improvements comply
with any applicable city, state, or county building requirements, other legal requirements, or the
generally accepted standard of care.
At any time, Licensor may require Licensee to modify and/or remove any or all such previously approved
improvements at Licensee's risk and expense and without compensation from Licensor. Licensor is not
required, at any time, to make any repairs, improvements, alterations, changes or additions of any
nature whatsoever to the Propertyand/or any fixtures thereon. Licensee expressly acknowledges that
any expenditures or improvements will in no way alter Licensor's right to terminate in accordance with
Articles 28, and/or 30.
7. Licensee's Personal Property: (i) Licensor grants Licensee permission to place Licensee's
personal property on the Property,consistent with the use identified in Article i and other terms of this
Agreement. Such permission granted by Licensor shall be revoked upon the earlier of the termination
or expiration of this Agreement. All 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.
Licensee shall be responsible for any damage to the Property and/or Licensor's personal property arising
out of Licensee's activities on the Property, including its use and/or removal of Licensee's personal
property. Licensee further acknowledges and agrees that Licensor is not responsible for Licensee's
personal property during the effectiveness of this Agreement, or upon termination or expiration. Licensor
further assumes no duty or obligation to maintain or secure Licensee's personal property at any time.
(ii) Unless as specifically provided for in an Addendum to this Agreement, Licensee shall not store on
the Property, for a period longer than twenty-four (24) consecutive hours, any personal property owned
by a non-party to this Agreement.
Licensee will defend and indemnify Licensor, its directors, officers, agents, subcontractors, and
employees, and its successors and assigns, from any and all claims, loss, damage, actions, causes of
action, expenses and/or liability arising from the storage of, damage to, and/or loss of use of such non-
party's personal property.
8. Height Limitations and Vertical Clearances: 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 minimum clearances from all overhead electrical conductors as designated in the table
below:
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Vehicle/ Equipment Vertical Clearance
500 kV
35 feet
220 kV - 66kV
30 feet
<66kV Distribution facilities
25 feet
Telecom
18 feet
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All trees and plants on the Property will be maintained by Licensee at a maximum height
of fifteen (15) feet. If requested by Licensor, Licensee will remove, at Licensee's expense, any tree and/or
other planting.
9. Access and Horizontal 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, personnel, and materials over the Property. Licensor may require
Licensee to provide and maintain access roads within the Property, at a minimum usable width of sixteen
(16) feet, with commercial driveway aprons and curb depressions capable of supporting a gross load of
forty (40) tons on a three -axle vehicle. The minimum width of all roads shall be increased on curves by
a distance equal to 400/inside radius of curvature. All curves shall have a radius of not less than 50
feet measured at the inside edge of the usable road surface. Unless otherwise specified in writing by
Licensor, Licensee will make no use of the area directly underneath Licensor's towers and will maintain
the following minimum clearances:
a. A 50 -foot -radius around suspension tower legs, H -Frames and poles and 100 -foot
radius around dead-end tower legs, H -Frames and poles.
b. A 25 -foot -radius around all other poles.
NOTE: Additional clearance may be required by Licensor for structures.
10. Parkin: 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 a writing executed by Licensor.
11. Weeds, Brush, Rubbish and Debris (Weed Abatement): Licensee will keep the Property
clean, free from weeds, brush, rubbish and debris and in a condition satisfactory to Licensor.
12. Flammables, Waste and Nuisances: Unless permitted by Licensor in writing, Licensee
will not, or allow others, to place, use, or store any flammable or combustible materials or waste
materials on the Property or commit any waste or damage to the Property or allow any to be done.
Licensee will be responsible for the control of and will be liable for any damage or disturbance, caused
by any trespasser, dust, odor, flammable or waste materials, noise or other nuisance disturbances.
Licensee will not permit dogs on the Property.
13. Pesticides and Herbicides: Any pesticide or herbicide applications and disposals will be
made in accordance with all Federal, State, County and local laws. Licensee will dispose of all pesticides,
herbicides and any other toxic substances declared to be either a health or environmental hazard, and
all materials contaminated by such substances, including but not limited to, containers, clothing and
equipment, in the manner prescribed by law.
14. 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 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.
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15. Signs: Licensee must obtain written approval from Licensor prior to the construction or
placement of any sign, signboard or other form of outdoor advertising. Licensee shall within three (3)
days from the date on which the Licensee learns of the graffiti remove any signs containing graffiti or
shall otherwise remove such graffiti from the signs in a manner reasonably acceptable to Licensor.
Notwithstanding any other language in this Article, Licensee shall not advertise on any sign any product,
service, or good which is (i) not directly related to Licensee's use of the Property, (ii) offensive to the
public, or (iii) which Licensor, in its reasonable discretion, deems objectionable.
16. Fencing and Existing Fixtures: Licensor disclaims any and all express or implied
warranties for any fencing and/or other fixtures affixed to the Property, and further disclaims any
liability arising from any disrepair of the same. Licensee may install fencing on the Property with prior
written approval from Licensor. Such fencing will include double drive gates, in locations specified by
Licensor, a minimum of twenty (20) feet in width, and designed to accommodate separate Licensor and
Licensee locks. Licensee will maintain and repair all fencing and other fixtures affixed to the Property,
including any grounding of the same as deemed necessary by Licensor, in a manner acceptable to
Licensor. Grounding plans must be prepared and stamped by a licensed electrical engineer and
submitted to Licensor.
17. Parkways and Landscaping: Licensee will keep parkway and sidewalk areas adjacent to
the Property free of weeds, brush, rubbish and debris. Licensee will maintain parkways on the Property
and provide landscaping that is compatible with adjoining properties and that is satisfactory to Licensor.
18. Irrigation Equipment: Any irrigation equipment located on the Property prior to the
commencement of this Agreement, including but not limited to pipelines, well pumping equipment and
other structures, is the property of Licensor and will remain on and be surrendered with the Property
upon termination of this Agreement. Should Licensee desire to use the irrigation equipment, Licensee
will maintain, operate, repair and replace, if necessary, all irrigation equipment at its own expense.
19. Underground and Above -Ground Tanks: Licensee will not install underground or above-
ground storage tanks, as defined by any and all applicable laws or regulations, without Licensor's prior
written approval.
20. Underground Facilities: Any underground facilities must be approved by Licensor
pursuant to Article 6. Licensee must contact Dig Alert and comply with the applicable processes, policies
and/or procedures of Dig Alert, prior to any underground installation. 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 excavated 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.
21. Utilities: Licensee will pay all charges and assessments for, or in connection with, water,
electric current or other utilities which may be furnished to or used on the Property.
22. Taxes, Assessments and Liens: Licensee will pay all taxes and assessments which may
be levied upon any crops, personal property, and improvements, including but not limited to, buildings,
structures, and fixtures on the Property. Licensee will keep the Property free from all liens, including
but not limited to, mechanics liens and encumbrances by use or occupancy by Licensee, or any person
claiming under Licensee. If Licensee fails to pay the above-mentioned taxes, assessments or liens when
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due, Licensor may pay the same and charge the amount to the Licensee. All accounts not paid within
thirty (30) days of the agreed upon due date will be charged a "late fee" on all amounts outstanding up
to the maximum rate allowed by law.
23. Expense: Licensee will perform and pay all obligations of Licensee under this Agreement.
All matters or things required by Licensee will be performed and paid for at the sole cost and expense of
Licensee, without obligation by Licensor to make payment or incur cost or expense for any such matters
or things.
24. 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.
25. Compliance 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. 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 resulting from any violation of this provision.
26. Governing 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.
27. 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.
28. Termination: Licensor or Licensee may terminate this Agreement, at any time, for any
reason, upon thirty (30) days notice in writing. Additionally, Licensor may immediately terminate this
Agreement pursuant to Article 30. Termination does not release Licensee from any liability or obligation
(indemnity or otherwise) which Licensee may have incurred. Upon termination, 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. Licensee's continued presence after termination shall be deemed a trespass. In the event
of a termination for any reason other than non-payment of the License fee, Licensor shall refund any
previously collected/pre-paid License fees covering the unused portion of the remaining term, to the
extent such fees exceed any offset claimed by Licensor under the Agreement
29. Events of Default: In addition to material defaults otherwise described herein, the
occurrence of any of the following shall constitute a material default and breach of this Agreement by
Licensee:
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(a) Any failure by Licensee to pay the consideration due under Article 3, or to make any
other payment required to be made by Licensee 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 24.
(d) The violation by Licensee of any resolution, ordinance, statute, code, regulation or other
rule of any governmental agency for Licensee's activities under this Agreement.
(e) Any attempt to exclude Licensor from the licensed premises.
(fl 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.
(g) Any case, proceeding or other action brought against Licensee seeking any of the relief
mentioned in "clause P of this Article which has not been stayed or dismissed within
thirty (30) days after the commencement thereof.
(h) Any claim by Licensee that it has a possessory interest, and/or irrevocable license in the
Property.
(i) With respect to items not otherwise listed in Article 29.a -h, the failure by Licensee to
observe and perform any other provision of this Agreement to be observed or performed
by Licensee. Licensor shall provide written notice of such failure and Licensee shall be
considered in material default where such failure continues for a total of ten (10) or more
consecutive days from the date of the notice. Further, with respect to items not otherwise
listed in Article 29.a -h, Licensee shall be considered in material default should Licensee
fail to observe or perform any other provision of this Agreement for more than fifteen (15)
days during the entire Term of the Agreement in the aggregate, after Licensor provides an
initial written notice of such failure. After providing initial notice under this provision,
Licensor will not be required to provide any subsequent notice of breach of this
Agreement.
30. Remedies: Notwithstanding the notice requirement in Article 28, in the event of any
material default by Licensee, then in addition to any other remedies available to Licensor at law or in
equity, Licensor shall have the option to immediately terminate this Agreement and all rights of Licensee
hereunder by giving written notice of such immediate termination to Licensee.
31. Licensee's Personal Property Upon Termination or Expiration: In the event that this
Agreement is terminated, whether termination is effected pursuant to Article 28 and/or 30,, or in the
event this Agreement expires pursuant to Article 2, Licensee shall, at Licensee's sole cost and expense
and prior to the earlier of the effective termination date or expiration date, remove all weeds, debris, and
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waste from the Property and peaceably quit, surrender and restore the licensed Property to the condition
it was in prior to the Licensee's use of the Property, in a manner satisfactory to Licensor.
If Licensee fails or refuses to remove any of Licensee's personal property, building(s), fixture(s) or
structure(s) from the Property prior to the earlier of the termination date or expiration date, said personal
property, building(s), fixture(s) or structure(s) shall be deemed abandoned by the Licensee, and the
Licensor shall have the right, but not the obligation, to remove, destroy, sell or otherwise dispose of them
with no further notice to Licensee. Licensor shall not be required to seek and/or obtain judicial relief
(including, but not limited to, the filing of an unlawful detainer action), nor shall Licensor be responsible
for the value of Licensee's personal property.
Licensor shall have the right to charge and recover from Licensee all costs and expenses incurred by
Licensor related to (i) the removal, disposal or sale of Licensee's personal property, building(s), fixture(s)
or structure(s), (ii), the removal of any waste, weeds, or debris on the Property, (iii) environmental studies
and environmental remediation and/or cleanup attributable to Licensee's use of the Property, and (iv)
the restoration of the Property to the condition it was in prior to Licensor's initial use of the Property.
Licensee agrees to pay such expenses to Licensor upon demand.
32. Limitation of Liability:
IN ORDER FOR LICENSEE TO OBTAIN THE BENEFIT OF THE FEE IDENTIFIED IN ARTICLE 3,
WHICH INCLUDES A LESSER ALLOWANCE FOR RISK FUNDING FOR LICENSOR, LICENSEE
AGREES TO LIMIT LICENSOR'S LIABILITY PURSUANT TO THIS AGREEMENT. AS SUCH, IF
LICENSEE IS ENTITLED TO ANY RELIEF FOR LICENSOR'S NEGLIGENCE, INCLUDING GROSS
NEGLIGENCE, FOR DAMAGE OR DESTRUCTION OF LICENSEE'S PERSONAL PROPERTY,
BUILDING(S), STRUCTURES) OR FIXTUREM AFTER THE TERMINATION OR EXPIRATION OF
THIS AGREEMENT, THE TOTAL LIABILITY OF LICENSOR SHALL NOT EXCEED THE TOTAL
FEES ACTUALLY PAID BY LICENSEE TO LICENSOR DURING THE TERM OF THIS AGREEMENT.
FURTHER, IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CIRCUMSTANCES FOR
INJURY OR DAMAGE TO LICENSEE'S BUSINESS, IF ANY, INCLUDING, BUT NOT LIMITED TO,
LOSS OF PROFITS, LOSS OF RENTS OR OTHER EVENTS, LOSS OF BUSINESS OPPORTUNITY,
LOSS OF GOODWILL OR LOSS OF USE, IN EACH CASE, HOWEVER OCCURRING, RELATED TO
THIS AGREEMENT.
33. Non -Possessory Interest: Licensor retains full possession of the Property and Licensee
will not acquire any possessory interest, whether temporary, permanent, 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 and Licensee will not claim that it has or ever had an irrevocable license in the Property.
34. Waiver: Licensor shall not be deemed to waive any provision of this Agreement orally or
by conduct. Any waiver by Licensor of any provision of this Agreement must be in a writing signed by
Licensor. No waiver by Licensor of any provision shall be deemed a waiver of any other provision 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. Licensor's acceptance of payment after providing notice of
termination to Licensee shall not constitute a waiver of Licensor's termination of the Agreement.
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(Formerly Contract No. L2009)
35. Authority: This Agreement is executed subject to General Order No. 69-C of the Public
Utilities Commission of the State of California dated and effective July 10, 1985, incorporated by this
reference. As set forth in General Order 69-C, this License is made conditional upon the right of the
Licensor either on order of the Public Utilities Commission or on Grantor's own motion to resume the
use of that property (including, but not limited to the removal of any obstructions) whenever, in the
interest of Licensor's service to its patrons or consumers, it shall appear necessary or desirable to do so.
Licensee agrees to comply with all federal, state and local laws and regulations. This Agreement should
not be construed as a subordination of Licensor's rights, title and interest in and to its fee ownership,
nor should this Agreement be construed as a waiver of any of the provisions contained in said License
or a waiver of any c6sts of relocation of affected Licensor facilities.
36. Electric and Magnetic Fields ("EMF"): 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 this scientific research and public concerns.
While some 40 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
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 Licensor property that is in close proximity to Licensor
electric facilities, Licensor wants to share with Licensee and those who may enter the property under
this agreement, the information available about EMF. Accordingly, Licensor has attached to this
document a brochure that explains some basic facts about EMF and that describes Licensor policy on
EMF. Licensor also encourages Licensee to obtain other information as needed to assist in
understanding the EMF regarding the planned use of this property.
37. Induced Voltages: Licensee hereby acknowledges that any structures (including, but not
limited to, buildings, fences, light poles) that exist or may be constructed on the Property licensed herein,
(hereinafter, the "Structures") in close proximity to one or more high voltage (66 kilovolt or above) electric
transmission lines and/or substation facilities may be susceptible to induced voltages, static voltages
and/or related electric fault conditions (hereinafter collectively referred to as "Induced Voltages") unless
appropriate grounding or other mitigation measures are incorporated into the Structures. If not properly
mitigated, Induced Voltages can cause a variety of safety and/or nuisance conditions including, but not
limited to, electric shocks or other injuries to individuals contacting the Structures or other utilities
connected to the Structures (including, but not limited to, natural gas lines, water lines or cable
television lines), or interference with or damage to sensitive electronic equipment in or around the
Structures. Measures to mitigate Induced Voltages, if required, will vary from case to case because of
factors such as electric facility configuration and voltage, other utilities involved, or sensitivity of
electronic equipment. Licensee will be responsible to determine what Induced Voltages mitigation
measures should be undertaken regarding the Structures and to implement such mitigation measures
at its sole cost and expense.
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Licensor/Licensee
SCE Doc. 142999 Att. Contract No. 9.3565
(Formerly Contract No. L2009)
Licensee agrees for itself and for its contractors, agents, licensees, invitees, and employees, to save
harmless and indemnify Licensor, its parent, subsidiaries and affiliated entities and their respective
officers and employees against all claims, loss, damage, actions, causes of action, expenses and/or
liability arising from or growing out of loss or damage to property, including Licensor's own personal
property, or injury to or death of persons, including employees of Licensor caused by or resulting from
or connected to Induced Voltages on or related to the Structures.
38. 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
Vegetation & Land Management
Land Management - Southern Region
2 Innovation Way
Pomona, CA 91768
To Licensee: City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Business Telephone No. (562) 431-2527
Notice will be deemed effective on the third calendar day after mailing. A party will immediately notify
the other party in writing of any address change.
39. Recording: Licensee will not record this Agreement.
40. Complete Agreement: Licensor and Licensee acknowledge that the foregoing provisions
and any appendix, addenda and exhibits attached hereto constitute the entire Agreement between the
parties. This Agreement may not be modified, amended, contradicted, supplemented or altered in any
way by any previous written or oral agreements or any subsequent oral agreements or unsigned written
agreements. This Agreement may be modified or amended only by way of a writing executed by both
parties.
41. Signature Authority: Each of the persons executing this Agreement warrants and
represents that he or she has the full and complete authority to enter into this Agreement on behalf of
the Party for which he or she is signing, and to bind said party to the agreements, covenants and terms
contained herein.
42. Survival: Any provision of this Agreement that imposes an obligation after termination
or expiration of this Agreement shall survive the termination or expiration of this Agreement.
(THIS SPACE LEFT INTENTIONALLY BLANK)
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Initial
Licensor/Licensee
SCE Doc. 142999 Att.
Contract No. 9.3565
(Formerly Contract No. L2009)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate.
LICENSOR:
SOUTHERN CALIFORNIA EDISON COMPANY
LILY DIEP
Real Estate Senior Specialist
Land Management - Southern Region
Vegetation & Land Managment
Date
LICENSEE:
CITY OF SE C
AR'C
B
L R. INGRAM, City Mana r
0tv11512022
Date
ZZBy
City Attorney
June 7, 2022
Date
-14-
Rev8 2016-05-11 GS -KB
Initial ( ) / (3 T / )
Licensor/Licensee
SCE Doc. 142999 Att.
Contract No. 9.3565
(Formerly Contract No. L2009)
APPENDIX
Guidelines for Standard Licensee Improvements
The following criteria are provided to aid in developing a conceptual plot plan to be submitted to
Southern California Edison Company herein after referred to as "Licensor" for consideration and
approval prior to the start of any construction on "Licensor" prope .
Plans should be developed indicating the size and location of all planned improvements. The plan should
specify the dimensions of all planned improvements and the distance of all planned improvements from
property lines and all adjacent "Licensor" towers, poles, guy wires or other "Licensor" facilities.
The plan must show the locations of all "Licensor" towers and poles, 16 -foot wide access roads, main
water lines and water shut-off valves, electrical service lines and parking areas. All plans must indicate
adjacent streets and include a "north arrow" and the Licensee's name.
SHADE STRUCTURES
(Definition: A non flammable frame covered on the top with a material designed to provide shade to aid in
growing plants)
1. Shade structures mustmaintain minimum spacing of 50 feet between shade structure locations,
should be placed perpendicular to Licensor's overhead electrical conductors (wires) unless otherwise
approved in writing by Licensor, and should not exceed maximum dimensions of:
a. 100 feet in length
b. 50 feet in width
c. 15 feet in height
2. Shade structures will not be permitted within the following areas reserved for Licensor's access:
a. Within 2 feet from edge of 16 -foot wide access roads
b. 50 -foot radius around suspension tower legs, H -Frames and poles
c. 100 -foot radius around dead-end tower legs, H -Frames and poles
d. 25 -foot radius around anchors/guy wires, poles and wood poles
3. Shade structures must utilize the following design:
a. Temporary/slip joint construction only
b. Non-flammable frame only
c. Adequately grounded by a licensed electrical engineer
d. Shade covering must be non-flammable and manufactured with non -hydrocarbon materials.
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Contract No. 9.3565
(Formerly Contract No. L2009)
SHADEHOUSES/HOTHOUSES
(Definition: A simple, non-flammable, enclosed structure designed to control temperature without the
benefit of heating and/or air conditioning units to aid in propagating and/or growing plants)
1. Shadehouses/hothouses must maintain minimum spacing of 50 feet between shadehouse/hothouse
locations, should be placed in perpendicular to Licensor's overhead electrical conductors (wires)
unless otherwise approved in writing by Licensor, and should not exceed maximum dimensions of:
a. 100 feet in length
b. 50 feet in width
c. 15 feet in height
2. Shadehouses/hothouses will not be permitted within the following areas reserved for Licensor's
access:
a. Within 2 feet from edge of 16 -foot wide access roads
b. 50 -foot radius around suspension tower legs, H -Frames and poles
c. 100 -foot radius around dead-end tower legs, H -Frames and poles
d. 25 -foot radius around anchors/guy wires, poles and wood poles
3. Shadehouses/hothouses must utilize the following design:
a. Temporary/slip joint construction only
b. Non-flammable frame only
c. Adequately grounded by a licensed electrical engineer
d. Covering must be non-flammable and manufactured with non -hydrocarbon materials
GREENHOUSES
(Definition: An enclosed structure designed to control temperature and/or humidity by the use of heating
and/or air conditioning units to aid in propagating and/or growing plants)
Greenhouses will be considered on a case-by-case basis.
IRRIGATION SYSTEMS / WELLS
1. Maximum diameter of pipe: 3 inches
2. All pipe must be plastic Schedule 40 or better
3. No irrigation system will be permitted within the following areas reserved for Licensor's access:
a. Within 2 feet from edge of 16 -foot wide access roads
b. 50 -foot radius around suspension tower legs, H -Frames and poles
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Contract No. 9.3565
(Formerly Contract No. L2009)
c. 100 -foot radius around dead-end tower legs, H -Frames and poles
4. Sprinkler and drip irrigation controllers must be located at the edge of the right of way
5. Suitable identification markers will be required on main controllers and valves
6. Locations of main shut off valve will be provided and shown on a plot plan
7. Underground facilities must have a minimum cover of three feet
8. Earth disturbed must be compacted to ninety percent (90%)
LANDSCAPING
1. No trees will be permitted under the overhead electrical conductors or within 20 feet of the "drip line"
of the conductors
2. Trees must have slow to moderate growth, and must be of a variety that grows to a maximum height
of only 40 feet and must be maintained by the Licensee at a height not to exceed 15 feet
3. Placement of large rocks (boulders) must be approved in writing by Licensor
4. Any mounds or change of grade must be approved in writing by Licensor
5. No cactus or thorny shrubs will be permitted
6. Retaining walls, planters, etc. may be considered on a case by case basis and must be approved in
writing by Licensor
TRAILERS (Definition: Removable / portable office modules are not permitted without Licensor's prior
permission. Trailers must meet the following criteria to be considered: Trailers must meet the following
criteria:
a. Must have axles and wheel and be able to be moved
b. Maximum length: 40 feet
c. Maximum height: 15 feet
d. Maximum width: '12 feet
2. No trailers will be permitted within the following areas reserved for Licensor's access:
a. Within 2 feet from edge of 16 -foot wide access roads
b. 50 -foot radius around suspension tower legs, H -Frames and poles
c. 100 -foot radius around dead-end tower legs, H -Frames and poles
d. 25 -foot radius around anchors/guy wires, poles and wood poles
e. Under or within 10 feet of the conductor "drip lines"
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Licensor/Licensee
SCE Doc. 142999 Att.
Contract No. 9.3565
(Formerly Contract No. L2009)
3. Sewer or gas lines to trailers must be approved in writing by Licensor
4. Location of all electrical and telephone lines must be approved in writing by Licensor
5. Electrical lines must be installed by a licensed -general contractor.
6. Trailers shall not be used for residential purposes
7. Toxic or flammable materials will not be permitted in trailers
8. Adequately grounded by a licensed -general contractor
PARKING AREAS
Parking areas should not be designed under the overhead electrical conductors or within 10 feet of the
"drip lines" without Licensor's prior written approval. Parking spaces to be identified under the approved
site plan. "No Parking" striping may be required in areas where additional clearance is required.
MATERIAL STORAGE
1. If an emergency occurs, Licensee must immediately relocate all materials specified by Licensor to
provide Licensor clear access to its facilities.
2. Licensee must provide Licensor with a list of material stored on the right of way
3. No toxic or flammable materials will be permitted
4. No materials shall be stored within the following areas reserved for Licensor's access:
a. Within 2 feet from edge of 16 -foot wide access roads
. b. 50 - foot radius around suspension tower legs, H -Frames and poles
c. 100 - foot radius around dead-end tower legs, H -Frames and poles
d. 25 feet from anchors/guy wires, poles and wood poles
5. Storage of materials not to exceed a maximum height of 15 feet
6. No storage of gasoline, diesel or any other type of fuel will be permitted
7. Any fencing around the storage areas must have Licensor's prior written approval.
Initial
Licensor/Licensee
2014.12.01 V11 -GS -KB
SCE Doc. 142999 Att.
ADDENDUM
NON -MOTORIZED BIKING & HIKING TRAILS
Contract No. 9.3565
(Formerly Contract No. L2009)
A. Licensee must obtain the 'prior written approval from Licensor for the installation of any non -
motorized biking and hiking trails, including any subsequent modifications. Licensee will
maintain the non -motorized biking and hiking trails at all times in a safe condition satisfactory
to Licensor.
B. At any time, Licensor may require the removal, modification, or relocation of any portion of the
non -motorized biking and hiking trails. Licensee will remove, modify, or relocate same, at its
expense, to a location satisfactory to Licensor within sixty (60) days after receiving notice to
remove, modify, or relocate from Licensor.
C. At Licensee's expense, Licensee will post signs at all access points to the Property that read: "Non
motorized Biking and Hiking Only. No Other Use Permitted."
D. At Licensee's expense, Licensee will post signs at all access points to the Property that read: "No
Kite Flying, Model Airplanes, unmanned aerial vehicles (UAV's or Drones), or Metallic Balloons
Permitted, High Voltage Wires Overhead."
E. At Licensee's expense, Licefisee will post signs at all access points of the Property that read:
"Dogs are required to be on leash at all times."
F. Licensee must close the non -motorized biking and hiking trails at any time Licensor deems it
necessary for the safety of the general public or for maintenance of Licensor's facilities. If it is
necessary to close the non -motorized biking and hiking trails for more than three days, Licensee
will notify the general public of the closure by posting at all access points to the Property.
G. At Licensee's expense, Licensee will install removable post -type barriers designed to
accommodate Licensor's locks to prevent unauthorized vehicular use or parking on the Property,
including but not limited to, motorcycles, off-road vehicles, and "all -terrain" vehicles.
H. maintenance, and use of the non -motorized biking and hiking trails, including but not limited
to, water flowing onto lands of others. Licensee will perform any work deemed necessary by
Licensor to correct any damage to the Property of the land of others.
I. Use of the Property is a joint use with Licensor and other tenants of Licensor. Licensor may use
the biking and hiking trails for access to its facilities.
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3/22/2022 11:02 AM, P:\YEAR-2022\2022-001 L&L & SURVLY NRWLCIS - SCL\9.3b6b\MAVI'INU\9..btbO.UWU
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LEGEND
NOTE=
PROPERTY OF SOUTHERN
THE FOLLOWING CLEARANCES MUST BE
CALIFORNIA EDISON COMPANY
MAINTAINED AT ALL TIMES;
®12' WIDE STRIP BEING LICENSED
0) A 50-FOOT RADIUS AROUND
TO CITY OF SEAL BEACH FOR
SUSPENSION TOWER LEGS,
BIKE TRAIL PURPOSES ONLY
H-FRAMES & 100-FOOT RADIUS
® APPROXIMATE TOWER LOCATION
AROUND DEAD-END TOWER LEGS
• PP APPROXIMATE WOOD POLE LOCATION b) A 25-FOOT RADIUS AROUND ALL
OTHER POLES
EASEMENT LINE
APN LEGEND 0
150 300
-- CHAIN LINK FENCE
---- COUNTY BOUNDARY LINE
O APN: 095-681-35 SCALE IN FEET
--- SECTION LINE
O
2 APN: 7237-018-809 EXHIBIT
/�
"A"
FACILITY NAME: ALAMITOS - DEL AMO 220
KV T/L R/W ILICENSED AREA (GROSS) SQ.FT.: 6,035 1 AC.: 0.14
LICENSEE: CITY OF SEAL BEACH
I CONTRACT NO.: 9.3565
JACCOUNT NO.: L2009
CITY: SEAL BEACH; LONG BEACH
COUNTY: ORANGE; LOS ANGELES
I STATE: CA I T.G.: 796/F7 I M.S.: 045-088
APN.(S): SEE APN LEGEND
SCE DOCUMENT NO.: 142999/001
SCE SANDERS MAP: 552114
SCE LAND BOOK: N/A
REF: 1997/POADA796F63:DWG
SOUEHERN rAa.uFORNIa
R.P. LAND AGENT: L. DIEP LANDBASE MAPPING: WESTLAND GROUP„ INC. CHECKED BY: V. MUNOZ
ad
D 5� u V
ORDER NO.: 801167420 1 NOT. NO.: 202715217 DATE: 03/23/2022 FILE NAME: 9.3565.DWG
An6DIS0N/N7MNA770NAV*
3/22/2022 11:02 AM, P:\YEAR-2022\2022-001 L&L & SURVLY NRWLCIS - SCL\9.3b6b\MAVI'INU\9..btbO.UWU
EVIDENCE OF COVERAGE March 04, 2022 6.28,PM
COVERAGE PROVIDER
California Joint Powers Insurance Authority
8081 Moody Street
MEMBER
Seal Beach
211 8th Street
La Palma CA 90623
www.cipia.oro
Seal Beach, CA 90740-6305
562-431-2527 ext 134
Contact Name: Jim Thyden, Insurance Programs Manager
Phone: (562) 467-8784
Tim Kelsey
tkelsey@sealbeachca.gov
562-431-2527 ext 134
THIS IS TO CERTIFY THAT THE MEMBER LISTED ABOVE PARTICIPATES IN THE CALIFORNIA JOINT POWERS INSURANCE AUTHORITY'S SELF-
INSURANCE AND COMMERCIAL INSURANCE PROGRAM WITH THE COVERAGES AND LIMITS LISTED BELOW, SUBJECT TO ALL THE TERMS,
DEFINITIONS, EXCLUSIONS, CONDITIONS, AND RESPONSIBILITIES OF THE MEMORANDA OF COVERAGE FOR EACH LINE OF COVERAGE.
COVERAGES
THE COVERAGES LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE COVERAGE PERIOD INDICATED,
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
EVIDENCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE MEMORANDA DESCRIBED HERIN IS SUBJECT TO ALL THE
TERMS, EXCLUSIONS AND CONDITIONS OF SUCH MEMORANDA. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
COVERAGE
TYPE OF COVERAGE
MEMORANDUM
EFFECTIVE DATE
LIMITS
(MM/DD/YY)
LIABILITY
AGGREGATE
$1,000,000
PRODUCTS-COMP/OP AGG
$ N/A
%
OCCURRENCE
7/1/21 - 7/1/22
X
PERSONAL INJURY
M O C L P
PERSONAL & ADV INJURY
$1,000,000
X
ERROR & OMISSIONS
EACH OCCURRENCE
$1,000,000
X
EMPLOYMENT PRACTICES
FIRE DAMAGE (Any one fire)
$ N/A
MED EXP (Any one person)
$ N/A
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT
$1,000,000
X
ANY AUTOS
BODILY INJURY
(Perperson)
$ N/A
ALL OWNED AUTOS
BODILY INJURY
(Per accident)
$ N/A
SCHEDULED AUTOS
HIRED AUTOS
PROPERTY DAMAGE
$ N/A
NON -OWNED AUTOS
WORKER'S COMPENSATION AND
EMPLOYER'S LIABILITY
M O C W C
7/1/21 - 7/1/22
X
WC STATUTORY LIMITS
$'N/A
X
I EMPLOYER'S LIABILITY
$1,000,000
ADDITIONAL REMARKS
EVIDENCE HOLDER
CANCELLATION
The California JPIA will endeavor to provide at least thirty (30) days
notice of any cancellation of coverage or reduction in coverage limits to
2 Innovation Way
the Evidence Holder.
Pomona, CA 91768
Cheri McElroy
Cheri.Mcelroy@sce.com
909-274-1867
AUTHORIZED REPRESENTATIVE, Jim Thyden
cahfonna Joint Powers insurance .vutnonry is ajotnL powers ---y PUL—a— w .,, uv=c =ice.+.+__.___=�.==y +��••�•• ����, ••••-r--- - -.--...-.___ . __ ____ _ __ ___ __________
Government Code.
EVIDENCEOF COVERAGE March 04, 2022.6:28' PM+
License Agreement No. 9.3565 License for use of Bike Path Use of the bike path through Edison Property
CC