H. Comments on Draft Decision

The draft decision of the ALJ in this matter was mailed to the parties in accordance with § 311(g)(1) and Rule 77.7 of the Rules of Practice and Procedure.

Findings of Fact

1. The use by Verizon Wireless of Edison's facilities or real property pursuant to the 25 licenses is neither permanent nor significant because it involves excess space in existing communications facility sites or cellular antennas and antenna equipment that can be removed easily.

2. The 25 licenses entered into between Edison and Verizon Wireless are structured to convert from revocable licenses to a leases if Commission approval is granted.

3. The Stand-Alone Site Agreements, the Master Site Agreement (including its amendment) and the Master Attachment Agreement (including its amendments) incorporate the environmental review and notification requirements of GO 159-A.

4. The communications facility site agreements and attachment agreements which are the subject of this application make productive utility use of available space, allow improved service to customers of Verizon Wireless, and do not interfere with utility service to Edison's customers.

5. The proposed 90%/10% shareholder/ratepayer revenue sharing allocation of the rents received under the attachment agreements and the proposed 70%/30% shareholder/ratepayer revenue sharing allocation of the rents received under the communications facility site agreements comply with Commission precedent for these categories of Edison's OOR (above the adopted annual threshold).

6. Edison has made appropriate, narrow redactions to the versions of Exhibits 1 through 13 filed publicly as part of A.02-10-029.

7. Public disclosure of the pricing and other specific terms in Exhibits 1 through 13 of A.02-10-029 would disadvantage Verizon Wireless and Edison in the marketplace.

Conclusions of Law

1. No public hearing is necessary.

2. The use of Edison facilities or real property by Verizon Wireless under the agreements at issue in this application is a permissible "limited use" under GO 69-C.

3. No further environmental review of this application is required by the Commission.

4. The 25 proposed leases are in the public interest and should be approved, subject to the notifications that Edison proposes and upon the condition that Edison file under Section 851 for Commission approval of any substantive amendments to the stand-alone agreements, or to the master site and attachment agreements (including existing amendments to them) and the standard agreements associated with either of them.

5. Edison's request for authority to enter into additional future leases with Verizon Wireless under the Master Site Agreement as modified by Amendment No. 1 or under the Master Attachment Agreement as modified by Amendment No. 1 and No. 2, is in the public interest and should be approved, subject to the notifications that Edison proposes and upon the condition that Edison file under Section 851 for Commission approval of any substantive amendments to either master agreement (including existing amendments to them) or the standard agreements associated with them.

6. Edison's request to file under seal certain information in Exhibits 1 and 2 to the applications should be granted for two years.

7. To promote certainty in the parties' business dealings, today's decision should be effective immediately.

ORDER

IT IS ORDERED that:

1. Application (A.) 02-10-029 is approved to:

a. Convert to leases the 25 separate communications facility site licenses and antenna and antenna equipment attachment licenses enumerated in the body of this decision;

b. Authorize Southern California Edison Company (Edison) to enter into additional leases for communications facility sites and antenna and antenna equipment locations with Los Angeles SMSA Limited Partnership, Oxnard-Ventura-Simi Limited Partnership and GTE Mobilnet of Santa Barbara Limited Partnership, individually and collectively doing business as Verizon Wireless (Verizon Wireless), pursuant to the Master Site Agreement and Amendment No. 1, and the Master Attachment Agreement and Amendments No. 1 and No. 2 to the Master Attachment Agreement. Reference to each master agreement, and its amendments, necessarily includes the associated Standard Agreement.

2. The authority granted in Ordering Paragraph 1 is conditioned upon the following notifications by Edison:

a. To the Office of Ratepayer Advocates (ORA) and the Commission's Energy Division of all extensions or terminations of leases executed pursuant to the Stand-Alone Site Agreements, the Master Site Agreement and Amendment No. 1, the Master Attachment Agreement, and Amendments No. 1 and No. 2 to the Master Attachment Agreement.

b. To ORA and the Energy Division assistant directors for energy, in writing, of any substantive changes to plant in service resulting from implementation of the leases, within 60 days of the change.

c. To ORA and the Energy Division assistant directors for energy, in writing, if any right-of-way, which is the subject of these leases, ceases to be used and useful for the provision of electric service or if there are any substantive changes in the right-of-way segments, which are the subject of these licenses, within 30 days of any such event.

3. Edison shall file an application under § 851 for approval of any substantive amendment of the Stand-Alone Site Agreements, the Master Site Agreement and Amendment No. 1, the Master Attachment Agreement, and Amendments No. 1 and No. 2 to the Master Attachment Agreement.

4. Edison's October 18, 2002, motion for leave to file under seal certain information in Exhibits 1 though 13 to A.02-10-029, a copy of which was submitted under seal with the motion, is granted, in part and denied in part, as further provided in Ordering Paragraph 5. The following terms, which are disclosed in the application at pages 8 and in Exhibit 9, page 4, section 3A, have been publicly disclosed:

a. Pursuant to the Stand-Alone Site Agreements, the annual rent for each license/lease is adjusted every five years throughout the term of the lease based on the total increase or decrease of the Consumer Price Index during the prior five-year period, and

b. Pursuant to Stand-Alone Site Agreement #9, the license/lease may be renewed for additional terms of five years.

5. The following provisions shall apply to the protective order granted by Ordering Paragraph 4:

a. The information shall be filed under seal for two years from the effective date of this decision. During that period, the information shall not be made accessible or disclosed to anyone other than the Commission staff except on the further order or ruling of the Commission, the Assigned Commissioner, the Assigned Administrative Law Judge (ALJ), or the ALJ then designated as Law and Motion Judge.

b. If the Edison believes that additional protection is needed beyond that ordered in Ordering Paragraph 4(a), it may file a motion stating the justification for further withholding of the information from public inspection, or for such other relief as the Commission rules may then provide. This motion shall be filed no later than one month before the expiration date.

6. This proceeding is closed.

This order is effective today.

Dated ______________________, at San Francisco, California.

ATTACHMENT A

Page 1

Exhibit No.	Reference Name	Title of Agreement
1	Stand-Alone Site Agreement #1	Real Property License/Lease Agreement
2	Stand-Alone Site Agreement #2	Southern California Edison Company and Los Angeles SMSA Limited Partnership, Communication Facility Site License/Lease Agreement III
3	Stand-Alone Site Agreement #3	Southern California Edison Company and Los Angeles SMSA Limited Partnership, Communication Facility Site License/Lease Agreement IV
4	Stand-Alone Site Agreement #4	Southern California Edison Company and Los Angeles SMSA Limited Partnership, Communication Facility Site License/Lease Agreement IV
5	Stand-Alone Site Agreement #5	Southern California Edison Company and Los Angeles SMSA Limited Partnership, Communication Facility Site License/Lease Agreement V
6	Stand-Alone Site Agreement #6	Southern California Edison Company and Los Angeles SMSA Limited Partnership, Communication Facility Site License/Lease Agreement VII
7	Stand-Alone Site Agreement #7	Southern California Edison Company and Los Angeles SMSA Limited Partnership, Communication Facility Site License/Lease Agreement 8
8	Stand-Alone Site Agreement #8	Southern California Edison Company and Los Angeles SMSA Limited Partnership, Communication Facility Site License/Lease Agreement XIII
9	Stand-Alone Site Agreement #9	Southern California Edison Company and Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless, By Airtouch Cellular, Its Managing General Partner, Communication Facility Site License/Lease Agreement No. 18

ATTACHMENT A

Page 2

10	Stand-Alone Site Agreement #10	Southern California Edison Company and Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless, By Airtouch Cellular, Its Managing General Partner, Communication Facility Site License/Lease Agreement No. 18
11	Master Site Agreement and Amendment No. 1	Equipment Facilities Agreement Between Southern California Edison Company and Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless
12	Master Attachment Agreement	Master Agreement, Southern California Edison Company and Los Angeles SMSA Limited Partnership, Personal Communication Services & Cellular Antenna Equipment Location License/Lease Agreement
13	Amendment 1 and Amendment 2 to the Master Attachment Agreement	Amendment No. 1 to the Master Agreement Between Southern California Edison Company and Los Angeles SMSA Limited Partnership, DBA Verizon Wireless; Amendment No. 2 to the Master Agreement Between Southern California Edison Company and Los Angeles SMSA Limited Partnership, DBA Verizon Wireless

(END OF ATTACHMENT A)