III. The Agreements
Edison has included with the application, as Exhibit 1 and Exhibit 2, respectively, the two master attachment agreements, and standard agreements associated with them, that memorialize the terms and conditions governing the licenses and the proposed leases.
A. First Master Attachment Agreement and Standard Agreement
The First Master Attachment Agreement3, which took effect on September 15, 1998, and was used until supplanted on October 11, 2001 by the Second Master Attachment Agreement4, sets out the license process by which Edison provided PBMS a list of available attachment sites and PBMS completed a Tower Location Application for those sites it wished to use. The First Master Attachment Agreement did not give PBMS a right of first refusal on any of the locations but acknowledged Edison's right to license them on a first come/first served basis. The First Master Attachment Agreement establishes the annual rent due for use of Edison's property on an on-going basis and provides that the cellular provider will pay any increase in property taxes resulting from the new use.
Pursuant to the First Master Attachment Agreement, after approving a Tower Location Application, Edison then prepared a Standard Agreement5 for use of the location, which, once executed, created a revocable license, consistent with General Order (GO) 69-C.6 Between March 1999 and October 2001, thirteen
such standard agreements were executed under the First Master Attachment Agreement. By this application Edison is undertaking its further obligation under the First Master Attachment Agreement to file and process a request to convert the thirteen revocable licenses into leases.
If the leases are approved, Edison will continue to reserve the right to use the property for the purposes necessary to its electric utility business. The Standard Agreement provides that each lease will run for a five-year term and that Cingular, at its option, may renew each lease for three additional five-year terms. Annual rent adjustments will be calculated each term based on the change in the Consumer Price Index during the prior term. If there is any conflict between the First Master Attachment Agreement and the Standard Agreement, the First Master Attachment Agreement prevails.
B. Second Master Attachment Agreement and Standard Agreement
The Second Master Attachment Agreement, executed on October 11, 2001, also includes a Standard Agreement7. The content of the two agreements has been reorganized somewhat to make the umbrella and subsidiary relationship between them clearer. The Second Master Attachment Agreement refines the license process and formalizes each party's respective obligations for obtaining and maintaining governmental approvals and for obtaining property access rights from third parties. Provisions governing Edison's continued rights in the property remain essentially the same. The Standard Agreement specifies
license/lease terms, provides options to renew for additional terms, and provides for the recalculation of rents every five years. It also includes express acknowledgement by Cingular that GO 69-C applies until the Commission approves conversion of the license to a lease. If there is any conflict between the Second Master Attachment Agreement and the Standard Agreement, the Second Master Attachment Agreement prevails.
Between October 2001 and May 2002, the parties executed ten standard agreements under the Second Master Attachment Agreement, resulting in revocable licenses for the use of the property by Cingular. Edison now seeks to convert these ten licenses to leases. Edison also seeks authority to continue to use the Second Master Attachment Agreement and associated Standard Agreement to process future, additional license/lease arrangements with Cingular. The application explains that Edison seeks advance § 851 approval in order to "avoid redundancies inherent in filing a new application each time [Edison] and Cingular agree on a specific new attachment." (Application, pp. 3-4.)
3 This document is entitled "Master Agreement, Southern California Edison Company and Pacific Bell Mobile Services, Personal Communication Services & Cellular Antenna Equipment Location License/Lease Agreement." 4 This document is entitled "Master Tower Agreement Between Southern California Edison Company and Cingular Wireless LLC, a Delaware Limited Liability Company, on behalf of Pacific Bell Wireless, LLC, A Nevada Limited Liability Company, d/b/a Cingular Wireless, Antenna Equipment Site License/Lease Agreement." 5 This document, Exhibit F to the First Master Attachment Agreement, is entitled "Standard Agreement No._, Southern California Edison Company and Pacific Bell Mobile Services, Personal Communication Services and Cellular Antenna Equipment Location License/Lease Agreement." 6 GO 69-C authorizes public utilities subject to § 851 to grant revocable licenses for limited uses of their property, without further authorization of the Commission, as long as the licensed use does not interfere with the provision of utility service. 7 This document, Exhibit C to the Second Master Attachment Agreement, is entitled "Standard Tower Agreement No._, Southern California Edison Company and Cingular Wireless LLC, a Delaware Limited Liability Company, on behalf of Pacific Bell Wireless, LLC, A Nevada Limited Liability Company, d/b/a Cingular Wireless, Antenna Equipment License/Lease Agreement."
