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AMENDMENT NO. 1 TO UTILITY AGREEMENT
This Amendment No. 1 (“First Amendment”) to the Utility Agreement (“Agreement”) executed by the City of Menifee (“LOCAL AGENCY”) and Southern California Edison Company (“OWNER”) for Project No. 1158 is dated October 7, 2026 for reference purposes.
R E C I T A L S
A. The parties executed the Agreement to provide for OWNER’s relocation of its overhead distribution lines to facilitate improvement of the Holland Road Overpass (“Project”) by LOCAL AGENCY.
B. OWNER’s actual costs incurred in connection with the Project exceed LOCAL AGENCY’s existing reimbursement cap under the Agreement.
C. There is currently a dispute between the parties regarding whether OWNER is liable for certain construction delay costs incurred by LOCAL AGENCY in connection with the Project, and LOCAL AGENCY intends to deduct those disputed costs from amounts otherwise due to OWNER as reimbursement against OWNER’s objection.
C. The parties desire to increase the cap on LOCAL AGENCY’s reimbursement of OWNER for relocation of facilities in connection with the Project to reflect LOCAL AGENCY’s obligation to reimburse OWNER for undisputed Project costs, with the understanding that the Agreement may be further amended in the future following the resolution of the instant dispute between the parties.
NOW, THEREFORE, the parties agree as follows:
Section 1. Amendment of Section IV. Section IV (PAYMENT FOR WORK) of the Agreement is amended to read as follows:
“IV. PAYMENT FOR WORK
A. LOCAL AGENCY shall pay its share, if applicable, of the actual cost of the herein described work within 45 days after receipt of OWNER’s itemized bill in quintuplicate, signed by a responsible official of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis of the actual cost and expense incurred and charged or allocated to such work in accordance with the uniform system of accounts prescribed for OWNER by the California Public Utilities Commission, Federal Energy Regulatory Commission, or Federal Communications Commission, whichever is applicable.
B. It is understood and agreed that LOCAL AGENCY will not pay for any betterment or increase in capacity of OWNER’s facilities in the new location and that OWNER shall give credit to LOCAL AGENCY for the accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER.
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C. Use of out-of-state personnel (or personnel requiring lodging or meal ‘per diem’ expenses) will not be allowed without prior written authorization by Owner’s representative. Requests for such authorization must be contained in OWNER’s estimate of actual and necessary relocation costs. OWNER shall include an explanation why local employee or contract labor is not considered adequate for the relocation work proposed.
Per diem expenses shall not exceed the per diem expense amounts allowed under the State’s Department of Personnel Administration travel expense guidelines.
D. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit itemized progress bills for costs incurred not to exceed OWNER’s recorded costs as of the billing date less estimated credits applicable to completed work.
Any and all increases in costs that are the direct result of deviations from the work described in Section I above shall have the prior concurrence of LOCAL AGENCY.
LOCAL AGENCY’s payments to OWNER under this Agreement shall not exceed $1,295,564.44, subject to future adjustment following the resolution of an ongoing dispute between OWNER and LOCAL AGENCY regarding certain construction delays.
E. OWNER shall submit a final bill to LOCAL AGENCY within 360 days after the completion of the work described in Section I above. If LOCAL AGENCY has not received a final bill within 360 days after notification of completion of OWNER’s work described in Section I above, and LOCAL AGENCY has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements as required for OWNER’s facilities, then LOCAL AGENCY will provide written notification to OWNER of LOCAL AGENCY’s intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned in such event.
F. Detailed records from which the billing is compiled shall be retained by OWNER for a period of three (3) years from the date of the final payment or final invoice, whichever is later, and will be available for audit by LOCAL AGENCY and/or Federal auditors. OWNER agrees to comply with audit principles and standards as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645 and/or 18 CFR, Chapter 1, Parts 101, 201 et al., to the extent they are applicable. If subsequent authorized audit determines any payments to be unallowable, LOCAL AGENCY shall be responsible for any unallowable payments.”
Section 3. Preservation of Agreement. Except as expressly modified by this First Amendment, the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between this First Amendment and the Agreement, this First Amendment shall control.
[Signatures on next page]
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TO EXECUTE THIS FIRST AMENDMENT, the parties have caused their authorized representatives to sign below.
LOCAL AGENCY
City of Menifee
Armando G. Villa
City Manager
Date:
OWNER
Southern California Edison Company
Print Name: Cynthia Wagner
Title: Senior Project Manager
Date:
Jeffrey T. Melching
City Attorney
Date: ______________________________
Attest:
___________________________________
Stephanie Roseen
City Clerk