C. The Agreements

Edison has included copies of the agreements at issue as Exhibits 1 through 13 to the application. A list of the agreements is appended to today's decision as Attachment A. Each of the ten Stand-Alone Site Agreements, the Master Site Agreement and Amendment No. 1 to it, and the Standard Site Agreement (which is an exhibit to the Master Site Agreement²) memorialize the terms and condition governing the licenses and the proposed leases of communication facility sites. The Master Attachment Agreement, Amendment No. 1 and Amendment No. 2 to the Master Attachment Agreement, and the Standard Agreement (which is an exhibit to the Master Attachment Agreement³) memorialize the terms and condition governing the licenses and the proposed leases of antenna and antenna equipment locations.

1. The Communication Facility Site Agreements

The ten Stand-Alone Site Agreements took effect between September 1995 and November 2000 and thus predate execution of the Master Site Agreement. Edison states that the Stand-Alone Agreements were negotiated and executed because Verizon Wireless initially did not expect to make use of enough sites to warrant the execution of a master agreement. Subsequently, Edison and Verizon Wireless chose to enter into the Master Site Agreement and Amendment No. 1, and they have executed three site license/lease arrangements under the master agreement/standard agreement framework. Edison states the parties will execute all future site agreements using this framework.

The Stand-Alone Site Agreements are similar in all material respects. They give Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless a revocable license in certain Edison communication facility sites, consistent with General Order (GO) 69-C.⁴ Verizon Wireless is responsible for obtaining all certificates, permits and other approvals required by federal, state or local authorities. Upon conversion of the licenses to leases, Edison will continue to reserve the right to use the property for the purposes necessary to its electric utility business. Each license/lease will run for the term specified in the Stand-Alone Site Agreement. Annual rent adjustments will be calculated every five years throughout the term of the lease based on the change in the Consumer Price Index during the prior five-year period. Verizon Wireless will also pay any increases in property taxes levied because of its improvements to the property.

The Master Site Agreement, executed by Edison and Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless, took effect on November 20, 2001. Edison and Verizon Wireless entered into Amendment No. 1 to the Master Site Agreement on October 1, 2002 to add the Oxnard-Ventura-Simi Limited Partnership and GTE Mobilnet of Santa Barbara Limited Partnership as parties and permit Verizon Wireless to license Edison sites in Ventura, Santa Barbara, and San Luis Obispo Counties.

The Master Site Agreement and Amendment No. 1 include most of the terms and conditions present in the stand-alone site agreements, such as pricing, duration, necessity for obtaining government approvals, etc. These agreements set up a framework and process for Verizon Wireless to license communications facility sites from Edison and for the subsequent conversion of such licenses to leases.

The process requires Verizon Wireless to forward a completed Site Application to Edison, which Edison must then accept or reject. After acceptance, Verizon Wireless does not acquire a license until the parties have executed a Standard Agreement for the specific site. Among other things, the Master Site Agreement requires Verizon Wireless to obtain all third-party property rights necessary for access to the site or for installation and operation of its communications equipment, as well as all governmental approvals necessary for the installation. Edison retains the right to use the property for the provision of utility services, and Verizon Wireless agrees to pay any increases in taxes attributable to the improvements.

The associated Standard Agreement is the vehicle for licensing a specific communications facility site and, consistent with GO 69-C, provides that the license will only convert to a lease if the Commission approves the conversion. Upon execution of the Standard Agreement, Verizon Wireless obtains the right to use the site for a specific term of years, with certain renewal terms, and must pay an annual rent, which will be adjusted for inflation based upon the Consumer Price Index. If there is any conflict between the Master Site Agreement and the Standard Agreement, the Master Site Agreement prevails.

Edison and Verizon Wireless have entered into three Standard Agreements under the Master Site Agreement. On the date of the filing of this application, the land use approval process had not been completed for two of the sites but was complete for the following one:

First Master Site Agreement & Standard Agreement
Site ID	Site Location
Merced	West Covina - Merced Substation

2. The Antenna Equipment Location Attachment Agreements

The Master Attachment Agreement, executed by Edison and Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless, took effect on May 18, 1999. The Master Attachment Agreement provides the key terms and conditions governing arrangements between the parties negotiated under that master agreement and its associated Standard Agreement. Amendment No. 1 to the Master Attachment Agreement, effective September 10, 2001 (which revised the Standard Agreement), and Amendment No. 2, effective October 1, 2002, govern subsequent arrangements.

The initial Master Attachment Agreement and Standard Agreement framework requires Verizon Wireless to forward a completed Tower Location Application to Edison, which Edison must then accept or reject. Following acceptance, the parties must execute a Standard Agreement for the specific site, which creates a license consistent with GO 69-C. Verizon Wireless must obtain all certificates, permits and other approvals required by federal, state or local authorities. Edison agrees to apply, at the expense of Verizon Wireless, for Commission approval to convert the license to a lease.

Under these attachment agreements, the license/lease will run for the term specified in the Standard Agreement, which includes options to renew for additional terms. Verizon Wireless must pay an annual rent, which will be adjusted upward throughout the term, based upon the change in the Consumer Price Index. If there is any conflict between the Master Attachment Agreement and the Standard Agreement, the Master Attachment Agreement prevails.

Amendment No. 1 to the Master Attachment Agreement revises and clarifies the license/lease framework. Among other things, it allows Verizon Wireless to attach antennas and antenna equipment to Edison facilities, which are not located on Edison property. It also formalizes each party's respective obligations for obtaining and maintaining governmental approvals and for obtaining property access rights from third parties, and it revises the Standard Agreement to include provisions governing use of Edison facilities on property owned by third parties. The revised framework provides that until the parties execute a Standard Agreement for the specific site, which creates a license consistent with GO 69-C, Edison has no obligation to reserve the site for use by Verizon Wireless. Also, Verizon Wireless is in material breach of the Standard Agreement for a specific location if it commences construction to attach its wireless equipment, or begins operation, without having obtained all governmental approvals and third party rights. The application states that all attachment licenses executed after September 10, 2001, will use the revised Standard Agreement included as part of Amendment No. 1 to the Master Attachment Agreement.

Amendment No. 2 to the Master Attachment Agreement expands upon Verizon Wireless' opportunities to use Edison's facilities and real property for attachment locations. It adds the Oxnard-Ventura-Simi Limited Partnership and GTE Mobilnet of Santa Barbara Limited Partnership as parties and permits Verizon Wireless to license Edison sites in Ventura, Santa Barbara, and San Luis Obispo Counties.

As of the date of the filing of this application, Edison and Verizon Wireless had entered into 14 Standard Agreements under the Master Attachment Agreement:

Master Attachment Agreement
Site ID	Site Location	Site ID	Site Location
Lytle Creek	Rialto	Bloomfield	Cerritos
Almond	Fontana	Garvey	Monterey Park
East Yale	Irvine	Centurion	Los Angeles County
Frost	Chino Hills	Schaefer	Ontario
Peyton	Chino Hills	North Ranch	Thousand Oaks
Kingsdale	Torrance	Citrus	Rancho Cucamonga
Magnolia	Huntington Beach	Phillips Ranch	Pomona

² This Standard Agreement, Exhibit B to the Master Site Agreement, is entitled "Standard Agreement for Development of a Site Between Southern California Edison Company and Los Angeles SMSA Limited Partnership, DBA Verizon Wireless. ³ This Standard Agreement, Exhibit F to the Master Attachment Agreement, is entitled "Standard Agreement No. __, Southern California Edison Company and Los Angeles SMSA Limited Partnership, Personal Communication Services & Cellular Antenna Equipment Location License/Lease Agreement." ⁴ 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.