Agenda packet, regular meeting — Moreno Valley City Council, July 5, 2022 (part 2 of 2)

decontamination, and removal of biohazar d contaminates are performed by specialized waste management contractors.

Because b iohazard contaminates on public property an d in the public right -of-way constitute a public health and safety issue, it m ust be managed by practitioners registered with the California Department of Public Health and must comply with the Medical waste Management Act (Cal.Health & Saf. Code, § 118321 et seq.). Trauma scene and other incidents creating biohazards are also regulated ty federal agencies, including the Occupational Safety and Health Administration (OSHA) and the US Environmental Protection Agency (US EPA).

In order to comply with state and federal laws governing the cleanup, decontamination, and removal of biohazard contaminates, and in adherence to the City of Moreno Valley’s Procurement Administrative Procedure 3.09, staff engaged in the Request for Proposal process to solicit for proposals utilizing the City’s competitive bid management system.

RFP #2022-051 was issued on March 14, 2022. Three companies submitted proposals for the above -mentioned services: (1) Crime Scene Steri Clean, LLC; (2) HCI Environmental & Engineering Hazmat T eam; and (3) Patriot Environmental Services Inc. All proposers report to have the technical ability and licensing to perform the service and can meet the desired response times, however because of the cost for service differences, staff selected Crime Scen e Steri Clean LLC . Both HCI Environmental & Engineering Hazmat Team and Patriot Environmental Services provide services much broader than the biohazard contaminate cleanup needs of the City of Moreno Valley.

Cost for Services
per incident:

Crime Scene Steri
Clean, LLC.

HCI Environmental
& Engineering
Hazmat Team
Patriot
Environmental
Services
Public Right-of-Way $850
No overtime rate
No holiday rate
$895
$1250 overtime rate
$1395 holiday rate
$5,557
Police Vehicles $250 $895
$1250 overtime rate
$1395 holiday rate
$5,557
Evidence Lockers $250 $895
$1250 overtime rate
$1395 holiday rate
$5,557
Temporary holding
Cells
$200 $895
$1250 overtime rate
$1395 holiday rate
$5,557

ALTERNATIVES

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1. Award the Agreement for On -site and Professional Services for biohazard contaminate cleanup, decontamination, and removal; and authorize the recommended actions as presented in this staff report. Staff recommends this alternative.

2. Do not authorize the recommended actions as presented in this staff report. Staff does not recommend this alternative.

FISCAL IMPACT

The proposed cost of the agreement for Crime Scene Steri Clean , LLC to provide biohazard contaminates cleanup, decontamination, a nd removal services is an amount not to exceed $25,000 per fiscal year for services between July 1, 2022 through June 30, 2027 for a total not to exceed $125,000 over the course of the 5-year term.

There is no additional fiscal impact to the approved FY 22/23 General Fund budget.

Allocation of funds in future fiscal year’s will be part of the regular budget approval process.

NOTIFICATION

N/A

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Shanna Palau John Salisbury
Sr. Contracts Analyst Police Chief

Concurred By:

Felicia London
Purchasing & Sustainability Division Manager

CITY COUNCIL GOALS
None

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

ATTACHMENTS
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To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. DRAFT Agreement for OnSite and_or Professional Service_Crime Scene Steri Clean 2022_2027

APPROVALS

Budget Officer Approval ✓ Approved . 6/28/22 4:47 PM City Attorney Approval ✓ Approved .

City Manager Approval ✓ Approved . 6/28/22 5:15 PM A.13
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1 City of Moreno Valley

AGREEMENT FOR ON-SITE AND/OR PROFESSIONAL SERVICES

This Agreement is made by and between the City of Moreno Valley, California, a municipal corporation, with its principal place of business at 14177 Frederick Street, Moreno Valley, CA 92552, hereinafter referred to as the “City”, and Crime Scene Steri - Clean, LLC, a Limited Liability Company , with its principal place of business at 9785 Crescent Center Drive, Suite 302, Rancho Cucamonga, CA, hereinafter referred to as the “Contractor,” based upon City policies and the following legal citations:

RECITALS

A. Government Code Section 53060 authorizes the engagement of persons to perform special services as independent contractors;
B. Contractor desires to perform and assume responsibility for the provision of professional biohazard contaminate cleanup, decon tamination, and removal contracting services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing professional biohazard contaminate cleanup, decontamination, and removal contracting services, is licensed in the State of California, if applicable;
C. City desires to engage Contractor to render such services for the biohazard contaminate cleanup, decontamination, and removal as set forth in this Agreement; D. The public interest, convenience, necessity and general welfare will be served by this Agreement; and
E. This Agreement is made and entered into effective the date the City signs this Agreement.

TERMS

1. CONTRACTOR INFORMATION:

Contractor’s Name: Crime Scene Steri-Clean, LLC
Address: 9785 Crescent Center Drive, Suite 302
City: Rancho Cucamonga State: Ca Zip: 91730
Business Phone: 888-577-7206 Fax No. 909-481-4567
Other Contact Number: N/A
Business License Number: 047171
Federal Tax I.D. Number: 20-1946355

2. CONTRACTOR SERVICES, FEES, AND RELEVANT DATES:

A. The Contractor’s scope of service is described in Exhibit “A” attached hereto and incorporated herein by this reference.

B. The City’s responsibili ties, other than payme nt, are described in Exhibit “B” attached hereto and incorporated herein by this reference.

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2 C. Payment terms are provided in Exhibit “C” attached hereto and incorporated herein by this reference.

D. The term of this Agreement shall be from July 1, 2022 to June 30, 2027 unless terminated earlier as provided herein . The City acknowledges that it will not unreasonably withhold approval of the Contractor’s requests for extensions of time in which to complete the work required. The Contractor shall not be responsible for performance delays caused by others or delays beyond the Contractor’s reasonable control (excluding delays caused by non -performance or unjustified delay by Contractor, his/her/its employees, or subcontractors), and such delays shall extend the time for performance of the work by the Contractor.

3. STANDARD TERMS AND CONDITIONS:

A. Control of Work. Contractor is solely responsible for the content and sequence of the work and will not be subject to control and direction as to the details and means for accomplishing the anticipated results of services. The City will not provide any training to Contractor or his/her/its employees.

B. Intent of Parties. Contractor is, and at all times shall be, an independent contractor and nothing contained herein shall be construed as making the Contractor or any individual whose compensation for services is paid by the Contractor, an agent or employee of the City, or authorizing the Contractor to create or assume any obligation or liability for or on behalf of the City , or entitling the Contractor to any right, benefit, or privilege applicable to any officer or employee of the City.

C. Subcontracting. Contractor may retain or subcontract for the services of other necessary contractors with the prior written approval of th e City. Payment for such services shall be the responsibility of the Contractor. Any and all subcontractors shall be subject to the terms and conditions of this Agreement, with the exception that the City shall have no obligation to pay for any subcontractor services rendered. Contractor shall be responsible for paying prevailing wages where required by law [See California Labor Code Sections 1770 through 1777.7].

D. Conformance to Applicable Requirements . All work prepared by Contractor shall be subject to the approval of City.

E. Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the services under this Agreement.

Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause.

As discussed below, any personnel who fail or refuse to perform the services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequa te or timely completion of the project or a threat to the saf ety of persons or property, shal l be promptly A.13.a
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3 removed from the project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Kelley Collins.

F. City’s Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

G. Contractor’s Representative. Contractor hereby designates Kelley Collins, or his or her designee, to act as its representative for th e performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the s ervices, using his or her best skill and attention, and shall be responsible for all means, methods, t echniques, sequences and procedures and for the satisfactory coord ination of all portions of the s ervices under this Agreement.

If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Cit y, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

Contractor warrants that all employees and subcontractor shall have sufficient skill and experience to perform the s ervices assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee of t he Contractor or its subcontractors who is determined by the City to be uncooperative, incompetent, a threat to the adequa te or timely completion of the project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the services in a manner acceptable to the City, shall be promptly removed from the project by the Contractor and shall not be re-employed to perform any of the services or to work on the project.

J. Contractor Indemnification. Contractor shall indemnify, defend and hold the City, the Moreno Valley Housing Authority , and the Moreno Valley Community Services District (CSD), their officers, agents and employees harmless from any and all claims, damages, losses, causes of action and A.13.a
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4 demands, including , without limitation, the payment of all consequential damages, expert witness fees, reasonable attorney’s fees and other related costs and expenses , incurred in connection with or in any manner arising out of Contractor’s performance of the work contemplated by this Agreement and this Agreement. Acceptance of this Agreement signifies that the Contractor is not covered under the City’s general liability insurance, employee benefits, or worker’s compensation. It further establishes that the Contractor shall be fully responsible for such coverage. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees.

K. Additional Indemnity Obligations . Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section “J” that may be brought or instituted against City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

L. Insurance Requir ements. The C ontractor will comply with the following insurance requirements at its sole expense. Insurance companies shall be rated (A Minus: VII—Admitted) or better in Best’s Insurance Rating Guide and shall be legally licensed and qualified to conduct business in the State of California:

The Contractor shall procure and maintain, at its sole expense, Workers’ Compensation Insurance in such amounts as will fully comply with the laws of the State of Californ ia and which shall indemnify, insure and provide legal defense for the Contractor and the City, the Housing Authority and CSD against any loss, claim, or damage arising from any injuries or occupational diseases happening to any worker employed by the Contractor in the course of carrying out the Agreement. This coverage may be waived if the Contractor is determined to be functioning as a sole proprietor and the city provided form “Exception to Worker’s Compensation Coverage” is signed, notarized and attached to this Agreement

X General Liability Insurance—to protect against loss from liability imposed by law for damages on account of bodily injury, including death, and/or property damage suffered or alleged to be suffered by any person or persons A.13.a
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5 whomever, resulting directly or indirectly from any act or activities of the Contractor, sub-Contractor, or any person acting for the Contractor or under its control or direction. Such insurance shall be maintained in full force and effect throughout the terms of the Agreement and any extension thereof in the minimum amounts provided below:

Bodily Injury $1,000,000 per occurrence/ $2,000,000 aggregate Property Damage $1,000,000 per occurrence/ $2,000,000 aggregate

 Professional Errors and Omission Insurance —such coverage shall not be less than $1,000,000 per claim and $2,000,000 aggregate.

X Liability and Property Damage Insurance coverage for owned and non - owned automotive equipment operated on City/CSD/ Housing Aut hority premises. Such coverage limits shall not be less than $ 1,000,000 combined single limit.

X A Certificate of Insurance and appropriate additional insured endorsement evidencing the above applicable insurance coverage shall be submitted to the City prior to the execution of this Agreement. The Certificate of Insurance or an appropriate binder shall bear an endorsement containing the following provisions:

Solely as respect to services done by or on behalf of the named insured fo r the City of Moreno Valley, it is agreed that the City of Moreno Valley, the Moreno Valley Housing Authority , and the Moreno Valley Community Services District, their officers, officials, employees, agents, and volunteers are included as additional insured under this policy a nd the coverage(s) provided shall be primary insurance and not contributing with any other insurance available to the City of Moreno Valley, the Moreno Valley Housing Authority, and the Moreno Valley Community Services District, their officers, officials, employees, agents, and volunteers, under any third party liability policy

The terms of the insurance policy or policies issued to provide the above coverage shall neither be amended to reduce the required insurance limits and coverages nor shall such policies be canceled by the carrier without thirty (30) days prior written notice by certified or registered mail of amendment or cancellation to the City, except that cancellation for non -payment of premium shall require ten (10) days prior written notice by certified or registered mail.

In the event the insurance is canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in the amounts established.

6 otherwise in this Agreement. The Contractor may retain copies of any and all material, including drawings, documents, and specifications, produced by the Contractor in performance of this Agreement. The City and the Contractor agree that to the extent permitted by law, until final approval by the City, all data shall be treated as confidential and will not be released to third parties without the prior written consent of both parties.

N. Entire Agreement. This Agreement constitutes the entire agreement between the parties . There are no understandings, agreements, or representations of warranties, expressed or implied, not specified in this Agreement. This Agreement applies only to the current proposal as attached. This Agreement may be modified or amended only by a subse quent written Agreement signed by both parties. Assignment of this Agreement is prohibited without prior written consent.

O. (a) The City may terminate the whole or any part of this Agreement at any time without cause by giving at least ten (10) days written notice to the Contractor. The written notice shall specify the date of termination. Upon receipt of such notice, the Contractor may continue work through the date of termination, provided that no wor k or service(s) shall be commenced or continued after receipt of the notice which is not intended to protect the interest of the City. The City shall pay the Contractor within thirty (30) days after receiving any invoice after the date of termination for all non -objected to services performed by the Contractor in accordance herewith through the date of termination.
(b) Either party may terminate this Agreement for cause. In the event the City terminates this Agreement for cause, the Contractor shall perform no further work or service(s) under the Agreement unless the notice of termination authorizes such further work.
(c) If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished documen ts and data and other information of any kind prepared by Contractor in connection with the performance of services under this Agreement. Contractor shall be required to provide such documents and other information within fifteen (15) days of the request.
(d) In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, similar to those terminated.

P. Payment. Payments to the Contractor pursuant to t his Agreement will be reported to Federal and Stat e taxing authorities as required . The City will not withhold any sums from compensation payable to Contractor. Contractor is independently responsible for the payment of all applicable taxes. Where the payment terms provide for compensation on a time and materials basis, the Contractor shall maintain adequate records to permit inspection and audit of the Contractor’s time and materials charges under the Agreement. Such records shall be retained by the Co ntractor for three (3) years following completion of the services under the Agreement.

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7 Q. Restrictions on City Employees . The Contractor shall not employ any City employee or official in the work performed pursuant to this Agreement. No officer or employee of the City shall have any financial interest in this Agreement in violation of federal, state, or local law.

R. Choice of Law and Venue. The laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement, and shall govern the interpretation of this Agreement. Any legal proceeding arising from this Agreement shall be brought in the appropriate court located in Riverside County, State of California.

S. Delivery of Notices . All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

Crime Scene Steri-Clean, LLC
9785 Crescent Center Drive, Suite 302
Rancho Cucamonga, CA 91730
ATTN: Kelley Collins

City:

City of Moreno Valley
14177 Frederick Street
P.O. Box 88005
Moreno Valley, CA 92552
Attn: Shanna Palau

Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

T. Time of Essence. Time is of the essence for each and every provision of this Agreement.

U. City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this project.

V. Amendment; Modification . No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both parties.

W. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.

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8 X. No Third Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the parties.

Y. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

Z. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

AA. Assignment or Transfer . Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assig nees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

BB Supplementary General Conditions (for projects that are funded by Federal programs). The following provisions, pursuant to 44 Code of Federal Regulations, Part 13, Subpart C, Section 13.36, as it may be amended from time to time, are included in the Agreement and are required to be included in all subcontracts entered into by CONTRACTOR for work pursuant to the Agreement, unless otherwise expressly provided herein. These provisions supersede any conflicting provisions in the General Conditions and shall take precedence over the General Conditions for purposes of interpretation of the General Conditions. These provisions do not otherwise modify or replace General Conditions not in direct conflict with these provisions. Definitions used in these provisions are as contained in the General Conditions.

1. CONTRACTOR shall be subject to the administrative, contractual, and legal remedies provided in the General Conditions in the event CONTRACTOR violates or breaches terms of the Agreement.

2. CITY may terminate the Agreement for cause or for convenience, and CONTRACTOR may terminate the Agreement, as provided the General Conditions.

3. CONTRACTOR shall comply with Executive Order 11246 of September 24, 1965, entitled Equal Employment Opportunity, as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60). (All construction contracts awarded in excess of $10,000 by CITY and/or subcontracts in excess of $10,000 entered into by CONTRACTOR.)

4. CONTRACTOR shall comply with the Copeland Anti-Kickback Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and subcontracts for construction or repair.)

5. CONTRACTOR shall comply with the Davis-Bacon Act (40 U.S.C. 276a to 276a7) as supplemented by Department of Labor regulations (29 CFR Part 5).

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9 6. CONTRACTOR shall comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327330) as supplemented by Department of Labor regulations (29 CFR Part 5).

7. CONTRACTOR shall observe CITY requirements and regulations pertaining to reporting included in the General Conditions.

8. Patent rights with respect to any discovery or invention which arises or is developed in the course of or under the Agreement shall be retained by the CITY.

9. Copyrights and rights in data developed in the course of or under the Agreement shall be the property of the CITY. FEMA/CalOES reserve a royalty-free, nonexclusive, irrevocable license to reproduce, publish or otherwise use or authorize to others to use for federal purposes a copyright in any work developed under the Agreement and/or subcontracts for work pursuant to the Agreement.

10. CONTRACTOR shall provide access by the City, the Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions.

11. CONTRACTOR shall retain all required records for three years after CITY makes final payments and all other pending matters relating to the Agreement are closed.

12. CONTRACTOR shall comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (This provision applies to contracts exceeding $100,000 and to subcontracts entered into pursuant to such contracts.)

13. CONTRACTOR shall comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94163, 89 Stat. 871).

SIGNATURE PAGE TO FOLLOW

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10 IN WITNESS HEREOF, the parties have each caused their authorized representative to execute this Agreement.

City of Moreno Valley Crime Scene Steri-Clean, LLC

BY: BY:

Mike Lee, City Manager Cory Chalmers, President

Date Date

INTERNAL USE ONLY

APPROVED AS TO LEGAL FORM:

City Attorney

Date

RECOMMENDED FOR APPROVAL:

Department Head

Date
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11 EXHIBIT A

SCOPE OF SERVICES

1. Contractor shall be available 24/7 on an as needed basis to cleanup, decontaminate, and remove biohazard contaminates from public property and the public right-of-way when called out by the Moreno Valley Police Station.

2. The costs shall include response, labor, supplies, and disposal. There are no reimbursable costs, nor any mileage charges.

3. Cleaning will include the application of EPA registered disinfectant.

4. Upon completion of decontamination and biohazard removal, Contractor, if necessary, will power wash exterior to ensure that the public property and or sidewalk is as visually appealing as possible and to give a final rinse of disinfectant chemicals.

5. All cleanup work and disposal by Contractor shall be done according to the protocols of the California Department of Public Health, OSHA Standards, and Riverside County standards and laws. All biohazard waste shall be disposed in accordance with the California Department of Public Health protocol and procedures. Regulated waste tracking documents shall be kept on file and available upon request.

6. All work shall be performed in accordance with all Federal, State and County agencies, laws, requirements, and regulations. All waste disposal is subject to verification and final analysis.

7. Areas to be cleaned include, but are not limited to:
a. Public property, roadways, sidewalks, parking lots, and other public properties and right-of-ways affected by blood and/or bodily fluids following a traffic collision, shooting, stabbing or other trauma using the Contractors equipment and supplies. $850.00 per call out.

b. Police vehicles rear passenger area plus all door handles, spotlights, steering column, and other commonly touched areas police vehicles after the transport of an arrestee that contaminates the vehicle with blood, vomit, urine, feces, MRSA, C-Diff, Staph, Scabies, or other potentially contagious agent. $250.00 per vehicle.

c. Temporary holding cell cleaning cell floors, walls, and any built-in fixtures after an arrestee contaminates the environment with blood, urine, feces, vomit, MRSA, C-Diff, Staph or other potentially contagious agent. $200-$400 depending on size per cell.

d. Evidence rooms and lockers clean all surfaces. $250 per call out.

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12 EXHIBIT B
CITY’S RESPONSIBILITIES

City shall have no responsibilities other than those provided in the Agreement.

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13 EXHIBIT C

TERMS OF PAYMENT

1. The Contractor's compensation shall not exceed $25,000 per fiscal year for a 5-year term.

2. The Contractor will obtain, and keep current during the term of this Agreement, the required City of Moreno Valley business license. Proof of a current City of Moreno Valley business license will be required prior to any payments by the City. Any invoice not paid because the proof of a current City of Moreno Valley business license has not been provided will not incur any fees, late charges, or other penalties. Complete instructions for obtaining a City of Moreno Valley business license are located at:
http://www.moval.org/do_biz/biz-license.shtml

3. The Contractor will electronica lly submit an invoice to the City on a monthly basis for progress payments along with documentation evidencing services completed to date. The progress payment is based on actual time and materials expended in furnishing authorized professional services since the last invoice. At no time will the City pay for more services than have been satisfactorily completed and the City’s determination of the amount due for any progress payment shall be final. The Contractor will submit all original invoices to Accounts Payable staff at [email protected] Accounts Payable questions can be directed to 951-413-3073.

Copies of invoices may be submitted to the Police Department [email protected] or calls directed to 951-486-6840

3. The Contractor agrees that City payments will be received via Automated Clearing House (ACH) Direct Deposit and that the required ACH Authorization form will be completed prior to any payments by the City.

Any invoice not paid because the completed ACH Authorization Form has not been provided will not incur any fees, late charges, or other penalties.

The ACH Authorization Form is located at:
http://www.moval.org/city_hall/forms.shtml#bf

4. The minimum information required on all invoices is:

A. Vendor Name, Mailing Address, and Phone Number
B. Invoice Date
C. Vendor Invoice Number
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14 E. Detailed work hours by class title (e.g. Manager, Technician, or Specialist), services performed and rates, explicit portion of a contract amount, or detailed billing information that is sufficient to justify the invoice amount; single, lump amounts without detail are not acceptable.

6. The City shall pay the Contractor for all invoiced, authorized professional services within thirty (30) days of receipt of the invoice for same.

7. Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

8. Maintenance and Inspection . Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of Ci ty during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities relate d to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

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Report to City Council

ID#5872 Page 1
TO: Mayor and City Council

FROM: Michael Lloyd, Public Works Director/City Engineer

AGENDA DATE: July 5, 2022

TITLE: APPROVAL OF FIRST AMENDMENTS TO

INTERCONNECTION FACILITIES AGREEMENTS AND

DISTRIBUTION SERVICE AGREEMENTS BETWEEN THE

CITY OF MORENO V ALLEY AND SOUTHERN

CALIFORNIA EDISON

RECOMMENDED ACTION
Recommendations:

1. Approve the First Amendment to the Wholesale Distribution Load Interconnection Facilities Agreement and the Service Agreement for Wholesale Distribution Service between the City o f Moreno Valley and Southern California Edison for the Kitching 115kV interconnect, and the San Michele interconnect; and

2. Authorize the City Manager to execute the First Amendment, and all related subsequent amendments, provided the costs of any such amendments are within the Council approved budget and approved as to form by the City Attorney.

SUMMARY

Moreno Valley Utility (MVU) uses a portion of Southern California Edison’s (SCE) transmission and distribution system to bring power to and serve MVU cust omers. The Service Agreement for Wholesale Distribution Service and the Wholesale Distribution Load Interconnection Facilities Agreement describe the terms and conditions under which MVU can connect to SCE’s system; an approved Agreement is required at eac h point MVU’s system connects to SCE’s system. In October 2020, MVU requested changes to the capacity limits for the Kitching Substation and San Michele (MoVal South substation) interconnects. This report recommends approval of the First Amendment to the W holesale Distribution Load Interconnection Facilities Agreement and the Service Agreement for Wholesale Distribution Service for the San Michele and the Kitching 115kV interconnects.

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DISCUSSION

On October 8, 2013 and July 8, 2014, respectively, the City Council approved the 33kV Interconnection Facilities Agreement and Service Agreement for Wholesale Distribution Service for the San Michele interconnect. On September 6, 2016, and October 2, 2017, respectively, the City Council approved the Interconnection Facilities Agreement and the Service Agreement for Wholesale Distribution Service for the Kitching 115kV substation interconnect.

In October 2020, MVU requested changes to the capacity limits for the Kitching 115kV substation interconnect and the San Mi chele 33kV interconnect. The requested changes included an increase in the capacity limit at Kitching substation from 28 megawatts (MW) to 40 MW, and a reduction of capacity limit at MoVal South substation from 10 MW to 7 MW, and termination of the Globe, Indian, and Iris 12kV interconnects.

The changes to the capacity limits provide additional operational flexibility for MVU while enhancing reliability of the system. The Amendments reflect the changes in capacity limits, changes to the monthly Wholesale D istribution Access Tariff cost, and changes related to changes in the tariff language as approved by the Federal Energy Regulatory Commission (FERC).

ALTERNATIVES

1. Approve the First Amendments to the Wholesale Distribution Load Interconnection Facilities Agreement and the Service Agreement for Wholesale Distribution Service for the San Michele and Kitching interconnects. Staff recommends this alternative as the changes will provide additional operational flexibility and enhance reliability of the system.

2. Do not approve the First Amendments to the Wholesale Distribution Load Interconnection Facilities Agreement and the Service Agreement for Wholesale Distribution Service for the San Michele and Kitching interconnects. Staff does not recommend this alternat ive as this will leave MVU’s system more vulnerable to SCE circuit interruptions at certain interconnects.

FISCAL IMPACT

The changes in capacity limit for the MoVal South substation will result in an increase of the monthly Wholesale Distribution Access Tariff cost per kW from $1.94 to $2.65. The Wholesale Distribution Access Tariff cost per kW for the Kitching Substation will decrease from $0.90 to $0.70. The total annual impact to MVU is estimated to be a reduction of $3,240.00.

NOTIFICATION

Publication of the Agenda.

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PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Jeannette Olko Michael Lloyd, P.E.

Electric Utility Division Manager Title

CITY COUNCIL GOALS
Public Facilities and Capital Projects . Ensure that needed public facilities, roadway improvements, and other infrastructure improvements are constructed and maintained.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

Objective 4.1: Develop a Moreno Valley Utility Strategic Plan to prepare for the 20 22 expiration of the ENCO Utility Systems agreement.

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. MVU Kitching St First Amendment 06212022

2. MVU San Michele Rd First Amendment 06212022

APPROVALS

Budget Officer Approval ✓ Approved . 6/28/22 7:46 AM City Attorney Approval ✓ Approved .

City Manager Approval ✓ Approved . 6/30/22 9:45 AM A.14
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1 FIRST AMENDMENT TO THE

WHOLESALE DISTRIBUTION LOAD INTERCONNECTION FACILITIES

AGREEMENT
AND

SERVICE AGREEMENT FOR WHOLESALE DISTRIBUTION SERVICE

BETWEEN

CITY OF MORENO VALLEY
AND

SOUTHERN CALIFORNIA EDISON COMPANY
FOR THE KITCHING STREET 115 KV INTERCONNECTION PROJECT

THIS FIRST AMENDMENT (“First Amendment”), dated as of
________________, 2022, is entered into by and among the City of Moreno Valley, a municipality in the State of California (“Distribution Customer” or “Moreno Valley”) and Southern California Edison Company (“SCE”) as the Distribution Provider. Moreno Valley and Distribution Provider may be referred to individually as a “Party” and collectively as the “Parties.” Unless otherwise defined herein, all capitalized terms used in this First Amendment shall have the meaning ascribed to that term in the Kitching Street IFA or Kitching Street DSA, as those terms are defined in the Recitals below, or in SCE’s Wholesale Distribution Access Tariff (“WDAT”).

RECITALS

WHEREAS, on August 9 and August 17, 2004, respectively, Moreno Valley and SCE entered into the Globe Street Wholesale Distribution Load Interconnection Facilities Agreement (“Globe IFA”) and Service Agreement for Wholesale Distribution Service (“Globe DSA”), Service Agreement Nos. 116 and 117 respectively, for SCE to provide Interconnection Service and up to 3,000 kW of Distribution Service to Moreno Valley at its Globe Street Project.

WHEREAS, on January 2, 2004, Moreno Valley and SCE entered into the Iris Avenue Wholesale Load Interconnection Facilities Agreement (“Iris IFA”) and Service Agreement for Wholesale Distribution Service (“Iris DSA”), Service Agreement Nos. 102 and 103 respectively, for SCE to provide Interconnection Service and up to 3,000 kW of Distribution Service to Moreno Valley at its Iris Avenue Wholesale Load Project.

WHEREAS, on July 20, 2005, Moreno Valley and SCE entered into the Nandina Avenue Wholesale Load Interconnection Facilities Agreement (“Nandina IFA”) and Service Agreement for Wholesale Distribution Service (“Nandina DSA”), Service A.14.a
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION 2 Agreements Nos. 142 and 143 respectively, for SCE to provide Interconnection Service and up to 3,000 kW of Distribution Service to Moreno Valley at its Nandina Avenue Wholesale Load Project.

WHEREAS, on October 14, 2013 and August 12, 2014, Moreno Valley and SCE entered into the San Michele Road Wholesale Load Interconnection Facilities Agreement (“San Michele Road IFA”) and Service Agreement for Wholesale Distribution Service (“San Michele Road DSA”), Service Agreement Nos. 562 and 695 respectively, for SCE to provide Interconnection Service and up to 10,000 kW of Distribution Service to Moreno Valley at its San Michele Road WDAT Load Project.

WHEREAS, on September 8, 2016 and October 5, 2017, Moreno Valley and SCE entered into the Kitching Street 115 kV Interconnection Facilities Agreement (“Kitching Street IFA”) and Service Agreement for Wholesale Distribution Service (“Kitching Street DSA”), Service Agreement Nos. 906 and 972 respectively, for SCE to provide Interconnection Service and up to 28,000 kW of Distribution Service to Moreno Valley at its Kitching Street 115 kV Interconnection Project.

WHEREAS, on September 30, 2016 and on October 10, 2017, SCE filed the Kitching Street IFA and the Kitching Street DSA with the Federal Energy Regulatory Commission (“FERC”) under Docket Nos. ER16-2704 and ER18-45, respectively. FERC accepted the Kitching Street IFA and the Kitching Street DSA with an effective date of October 1, 2016 and November 3, 2017, respectively.

WHEREAS, on May 1, 2019 and as amended on June 19, 2019, SCE filed revisions to its WDAT to change collation values of all the WDAT records with FERC under Docket No. ER19-1757, which included the Kitching Street IFA and the Kitching Street DSA.

This was an administrative change that did not result in any substantive revisions to the Kitching Street IFA or Kitching Street DSA. FERC accepted SCEs revisions to its WDAT with an effective date of May 1, 2019.

WHEREAS, on October 14, 2020, Moreno Valley submitted a request to increase the capacity limit at SCE’s Karma 115 kV Substation associated with the Kitching Street 115 kV Interconnection Project, from 28 MVA (or 28,000 kW) to 40 MVA (or 40,000 kW) by: (1) transferring 3 MVA (or 3,000 kW) of load from the San Michele Road WDAT Load Project 34.5 kV interconnection, (2) transferring 3 MVA (or 3,000 kW) of load from the Globe Street Project 12 kV interconnection, (3) transferring 3 MVA (or 3,000 kW) of load from the Iris Avenue Wholesale Load Project 12 kV interconnection, and (4) transferring 3 MVA (or 3,000 kW) of load from the Nandina Avenue Wholesale Load Project 12 kV interconnection, to the Kitching Street 115 kV Interconnection Project and, upon completion of the individual load transfers, to terminate the Globe IFA, Globe DSA, Iris IFA, Iris DSA, Nandina IFA and Nandina DSA, and also reduce the Distribution Service capacity of the San Michele Road WDAT Load Project to 7,000 kW.

The 12 kV interconnects would be physically removed from service, relieving 9 MVA (or 9,000 kW) of Distribution Service capacity on SCE’s Alessandro 115/12 kV Substation.

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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION 3 WHEREAS, on January 27, 2021, SCE transmitted a Facilities Reassessment Report dated January 26, 2020 to Moreno Valley outlining the impact to SCE’s electrical system associated with Moreno Valley’s October 14, 2020 request.

WHEREAS, the Parties now desire to enter into this First Amendment to amend certain terms of the Kitching Street IFA and the Kitching Street DSA as set forth in this First Amendment in order to facilitate the transfer of load to the Kitching Street 115 kV Interconnection Project.

WHEREAS, concurrent with the filing of this First Amendment at FERC, SCE will file a request to terminate the Globe Street IFA, Globe Street DSA, Iris IFA, Iris DSA, Nandina IFA and Nandina DSA and, if requested to do so, Moreno Valley will support such request for termination.

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the Parties agree as follows:

AMENDMENT

1. The Parties agree that for the purpose of this First Amendment, the Kitching Street IFA and Kitching Street DSA shall mean the Kitching Street 115 kV Interconnection Facilities Agreement and Service Agreement for Wholesale Distribution Service, entered into on September 8, 2016 and October 5, 2017 respectively, that are currently in effect.

2. The Parties agree to amend the Kitching Street IFA and Kitching Street DSA as specifically identified in redline format in Exhibit A, attached hereto, reflecting, among other things, the revised Distribution Service capacity, monthly charge and Demand Rate.

3. The Parties agree as part of this First Amendment to remove Section 8, Security Amount for Estimated Tax Liability from the Kitching Street IFA since load projects will not satisfy the safe harbor eligibility requirements pursuant to the Internal Revenue Service (“IRS”) Notice 2016-36. Therefore, project payments and property transfers received from Moreno Valley are treated as contributions in aid of construction and as a result, the Income Tax Component of Contribution (“ITCC”) received from Moreno Valley for applicable Interconnection Facilities and Distribution Upgrades will be deemed taxable to SCE and non-refundable.

4. The Parties agree that the Globe IFA, Globe DSA, Iris IFA, Iris DSA, Nandina IFA and Nandina DSA will be terminated upon execution of this First Amendment, subject to Commission acceptance, and if requested to do so, Moreno Valley shall support a termination request at FERC.

5. All terms and conditions of the Kitching Street IFA and Kitching Street DSA shall remain in effect and in full force except where expressly amended by this First Amendment. In the event of a conflict between the terms of this First Amendment A.14.a
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION 4 and the corresponding terms of the Kitching Street IFA and Kitching Street DSA, the terms of this First Amendment shall govern.

6. From and hereafter, references to the Kitching Street IFA and Kitching Street DSA shall mean the Kitching Street IFA and Kitching Street DSA as amended by this First Amendment.

7. The First Amendment shall become effective upon execution by the Parties subject to acceptance by FERC.

8. This First Amendment may be executed in one or more counterparts at different times, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same First Amendment.

9. The signatories hereto warrant and represent that they have been appropriately authorized to enter into this First Amendment on behalf of the Party for whom they sign and to bind their respective principals.

IN WITNESS WHEREOF, the Parties have executed this First Amendment to the Kitching Street IFA and Kitching Street DSA in multiple originals, each of which taken together shall constitute an original effective agreement among the Parties. The Parties hereto have entered into this First Amendment as of the date listed above.

City of Moreno Valley

By: __________________________

Name: __________________________

Title: _________________________

Date: ___________________________

Southern California Edison Company

By: ________________________________

Name: ___________

Title: ___________________________

Date: ________________________________
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION 5 EXHIBIT A

First Amendment revisions to the Kitching Street IFA and Kitching Street DSA

Red-line format

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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION T
itle Page
Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Wholesale Distribution Access Tariff
Tariff Record Title: Service Agreement No. 906
KITCHING STREET 115 KV INTERCONNECTION PROJECT

WHOLESALE DISTRIBUTION LOAD

INTERCONNECTION FACILITIES AGREEMENT
BETW
EEN

THE CITY OF MORENO VALLEY
AND
S

OUTHERN CALIFORNIA EDISON COMPANY
Contract Effective Date: 10/01/2016 Tariff Record Proposed Effective Date:
05/01/2019xx/xx/2022
905.906.1 2
Version Number: 1516.0.0
WDT1249 Option Code: A
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION

Page No. 1

KITCHING STREET 115 kV INTERCONNECTION PROJECT WHOLESALE

DISTRIBUTION LOAD

INTERCONNECTION FACILITIES AGREEMENT BETWEEN

CITY OF MORENO VALLEY
AND

SOUTHERN CALIFORNIA EDISON COMPANY

TABLE OF CONTENTS

1. Parties: ....................................................................................................................................3

2. Recitals: ...................................................................................................................................3

3. Agreement:..............................................................................................................................4

4. Definitions: ..............................................................................................................................4

5. Effective Date And Term: .....................................................................................................6

6. Agreement Pursuant To The WDAT: ..................................................................................7

7. Creditworthiness: ...................................................................................................................7

8. Security Amount for Estimated Tax Liability:[This Section Intentionally Omitted]: ..19

9. Interconnection Facilities: .....................................................................................................9

10. Capital Additions: ................................................................................................................12

11. Removal Of Interconnection Facilities: .............................................................................13

12. Other Taxes: .........................................................................................................................13

13. Charges: ................................................................................................................................13

14. Billing And Payment: ...........................................................................................................14

15. Addresses For Billing And Payment: .................................................................................16

16. Disputes: ................................................................................................................................17

17. Audits: ...................................................................................................................................17

18. Operating Representatives: .................................................................................................17

19. Regulatory Authority: .........................................................................................................18

20. No Dedication Of Facilities: ................................................................................................18

21. No Third Party Rights: ........................................................................................................18

22. Relationship Of Parties: ......................................................................................................18

23. Waivers: ................................................................................................................................19

24. Governing Law: ....................................................................................................................19

25. Notices: ..................................................................................................................................19

26. Severability: ..........................................................................................................................19

27. Confidentiality: .....................................................................................................................19

28. Entire Agreement: ................................................................................................................22

29. Ambiguities: ..........................................................................................................................22

30. Signature Clause: .................................................................................................................23

Formatted: Font: Bold, Not All caps
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No. 2

KITCHING STREET 115 kV INTERCONNECTION PROJECT WHOLESALE

DISTRIBUTION LOAD

INTERCONNECTION FACILITIES AGREEMENT BETWEEN

CITY OF MORENO VALLEY
AND

SOUTHERN CALIFORNIA EDISON COMPANY

TABLE OF CONTENTS (CONT.)

Exhibit A. Interconnection Facilities Description: ............................................................2221 Exhibit B. Interconnection Facilities Cost: ........................................................................2524 Exhibit C. Engineering And Construction Payment Schedule: .........................................2827 Exhibit D. One-Line Diagram: ...........................................................................................2928

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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No. 3

KITCHING STREET 115 kV INTERCONNECTION PROJECT WHOLESALE

DISTRIBUTION LOAD

INTERCONNECTION FACILITIES AGREEMENT BETWEEN

THE CITY OF MORENO VALLEY
AND

SOUTHERN CALIFORNIA EDISON COMPANY

1. Parties:

The Parties to this Interconnection Facilities Agreement are the City of Moreno Valley, (“Moreno Valley”), a municipality in the State of California, and Southern California Edison Company (“SCE”), a California corporation, hereinafter sometimes referred to individually as “Party” and collectively as “Parties.”

2. Recitals:

This Agreement is made with reference to the following facts, among others:

2.1. SCE is a California public utility engaged in the business of generating and transmitting electric energy in the States of Arizona, California, Nevada, and New Mexico. SCE is further engaged in the business of distributing such energy in the State of California.

2.2. Moreno Valley is a municipality in the stateState of California.

2.3. Moreno Valley submitted an interconnection request to SCE for interconnection and wholesale Distribution Service from the ISO Grid to a new SCE-ownedKarma 115 kV substationSubstation at Moreno Valley owned property located in Moreno Valley.

Moreno Valley requested that SCE loop the Valley - Alessandro - Cajalco 115 kV transmission line into the new SCE-ownedKarma 115 kV substation andSubstation, proposed that Moreno Valley construct and own a new 115/12 kV substation, the Kitching Street Substation, and interconnect the 115/12 kV substationKitching Street Substation to SCE’s new 115 kV substation and transfer existing Wholesale Distribution Loads currently served under Moreno Valley’s current interconnection facilities agreements and WDAT service agreements and also interconnect new load.

Karma 115 kV Substation. The amount of Distribution Service originally requested iswas 5,000 kW for 2017, 10,000 kW for 2018, 15,000 kW for 2019, 20,000 kW for 2020 and 28,000 kW for 2021.

2.4. Moreno Valley, on October 14, 2020 submitted a request to SCE to increase the Distribution Service capacity limit at Karma 115 kV Substation from 28,000 kW to 40,000 kW by transferring 12,000 kW from existing Wholesale Distribution Loads served by Moreno Valley pursuant to interconnection facilities agreements with SCE.

As a result, Moreno Valley adjusted its five-year Wholesale Load forecast for years 2022 through 2029 pursuant to Section 6.2 of its Service Agreement.

2.4.2.5.The Parties desire to enter into this Agreement and the Service Agreement to specify the terms for SCE to provide interconnection; for SCE to engineer, design, construct, install, own, operate and maintain the Interconnection Facilities and Distribution Upgrades; and for Moreno Valley to pay for such facilities; and for Moreno Valley to engineer, design, construct and install the SCE ownedKarma 115 kV Substation.

2.5.2.6.SCE and Moreno Valley intend to execute a WDAT Service Agreement in connection with this Agreement to implement wholesale Distribution Service under SCE's A.14.a
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WDAT.

3. Agreement:

In consideration of the premises and the mutual covenants and agreements contained herein, the Parties agree as follows:

4. Definitions:

All terms with initial capitalization not otherwise defined herein shall have the meanings assigned to them in SCE’s WDAT as that Tariff may be amended from time to time. The following terms, when used herein with initial capitalization, whether in the singular or the plural, shall have the meanings specified:

4.1. Accounting Practice: Generally accepted accounting principles and practices applicable to electric utility operations.

4.2. Agreement: This Kitching Street 115 kV Interconnection Project Interconnection Facilities Agreement between the City of Moreno Valley and Southern California Edison Company.

4.3. Alessandro Substation: SCE's 115/33/12 kV Substation located south of John F.

Kennedy Drive and east of Perris Blvd. in Sunnymead, California.

4.4. Annual Tax Security Reassessment: In accordance with the directives of FERC Orders 2003-A and 2003-B, the annual reassessment of the Current Tax Liability, which will commence the first year after Moreno Valley’s In-Service date.

4.5.4.4.Cajalco Substation: Substation: SCE's 115/12 kV Substation located on the north east corner of Newberry Road and Fairview Road, in Newberry, California.

4.6.4.5.Capital Additions: Any modifications to the SCE’s Interconnection Facilities or to the Distribution Upgrades. Such modifications may be any Units of Property which are added to the SCE’s Interconnection Facilities or Distribution Upgrades; the enlargement, modification or betterment of any Units of Property constituting a part of the SCE’s Interconnection Facilities or Distribution Upgrades; or the replacement of any Units of Property constituting a part of the SCE’s Interconnection Facilities or Distribution Upgrades, irrespective of whether such replacement constitutes an enlargement, modification or betterment of that which it replaces; and the costs of which additions, enlargements, modifications, betterments or replacements in accordance with Accounting Practice would be capitalized and have not previously been included in the Interconnection Facilities Cost or the Distribution Upgrades Cost.

4.7.4.6.Capital Additions Cost: All costs, excluding One-Time Cost, determined by SCE to be associated with the design, engineering, procurement, construction and installation of Capital Additions.

4.8.4.7.Capital Additions Payment: The sum of the Capital Additions Cost, associated ITCC and associated One-Time Cost.

4.9.4.8.CPUC: The California Public Utilities Commission, or its regulatory successor.

4.10.4.9. Credit Provider: Provider of any Credit Support.

4.11.4.10. Credit Support: Parent guarantee, letter of credit, surety bond, or other security meeting the requirements of Section 7.2.

4.12.4.11. Customer-Financed Monthly Rate for Non-ISO-Controlled Facilities: The rate most recently adopted by the CPUC for application to SCE’s retail electric customers Formatted: Level 1, Tab stops: Not at 0.5"
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for customer-financed added facilities, which does not compensate SCE for replacement of added facilities. The Customer-Financed Monthly Rate for Non-ISO- Controlled Facilities is provided in Attachment J to SCE’s WDAT Tariff.

4.12. Distribution Upgrades: Modifications or additions to the SCE’s Distribution System necessary to facilitate the interconnection of Moreno Valley’s distribution system to SCE’s Distribution System to serve Moreno Valley’s Wholesale Distribution Load set forth in the Service Agreement. Consistent with Section 2.10 of the WDAT, Distribution Upgrades shall be for the general benefit of all users of SCE’s Distribution System. Distribution Upgrades are set forth in Exhibit A.

4.13. Distribution Upgrades Charge: The monthly charge to Moreno Valley to recover the revenue requirements for the Distribution Upgrades, calculated as the product of the Customer-Financed Monthly Rate for Non-ISO-Controlled Facilities and the Distribution Upgrades Cost. The Interconnection FacilitiesDistribution Upgrades Charge is provided in Exhibit B.

4.14. Distribution Upgrades Cost: All costs, excluding One-Time Cost, determined by SCE to be associated with the design, engineering, procurement, construction and installation of the Distribution Upgrades. The Distribution Upgrades Cost is provided in Exhibit B.

4.15. Distribution Upgrades In-Service Date: The date upon which the construction of the Distribution Upgrades is complete and such facilities are successfully tested and ready for service.

4.16. Distribution Upgrades Payment: The sum of the Distribution Upgrades Cost, associated with those Distribution Upgrades constructed by SCE, ITCC and One- Time Cost associated with the Distribution Upgrades. The Distribution Upgrades Payment is provided in Exhibit B.

4.17. FERC: Federal Energy Regulatory Commission, or its regulatory successor.

4.18. Governmental Authority: Any federal, state, local or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority having jurisdiction over the Parties, their respective facilities, or the respective services they provide, and exercising or entitled to exercise any administrative, executive, police, or taxing authority or power; provided, however, that such term does not include Moreno Valley, SCE, or any Affiliate thereof.

4.18.4.19. Interconnection Facilities: Facilities, as specified in Exhibit A, owned by SCE to interconnect Moreno Valley distribution systems serving Moreno Valley’s Wholesale Distribution Loads to theSCE’s Distribution System, as such facilities may be modified during the term of this Agreement.

4.19.4.20. Interconnection Facilities Charge: The monthly charge to Moreno Valley to recover the revenue requirements for the Interconnection Facilities, calculated as the product of the Customer-Financed Monthly Rate for Non-ISO-Controlled Facilities and the Interconnection Facilities Cost. The Interconnection Facilities Charge is provided in Exhibit B.

4.20.4.21. Interconnection Facilities Cost: All costs, excluding One-Time Cost, determined by SCE to be associated with the design, engineering, procurement, construction and installation of the Interconnection Facilities. The Interconnection Facilities Cost is provided in Exhibit B.

4.21.4.22. Interconnection Facilities In-Service Date: The date upon which the construction of the Interconnection Facilities is complete and such facilities are successfully tested A.14.a
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and ready for service.

4.22.4.23. Interconnection Facilities Payment: The sum of the Interconnection Facilities Cost, associated with those Interconnection Facilities constructed by SCE, and ITCC and One-Time Cost associated with the Interconnection Facilities. The Interconnection Facilities Payment is provided in Exhibit B.

4.23.4.24. ITCC: The Income Tax Component of Contribution specified in the Preliminary Statement, Part M of SCE’s tariff on file with the CPUC, applicable to the Interconnection Facilities Cost and the Capital Additions Cost. shall have the meaning assigned to it in Attachment J of the Tariff. The ITCC applicable to the Interconnection Facilities Cost is provided in Exhibit B.

4.25. Karma 115 kV Substation: The new 115 kV substation constructed by Moreno Valley and owned by SCE.

4.24.4.26. Kitching Street 115 kV Interconnection Project: (Project”): All equipment and facilities comprising the projectProject, as disclosed by Moreno Valley in its 115 kV Interconnection Request, including but not limited to Moreno Valley constructing a new 115 kV Substation, (“the Karma 115 kV Substation”), deeding the ownership of the Karma 115 kV Substation, which was constructed by Moreno Valley and deeded over to SCE. SCE loopinglooped the Valley-Alessandro-Cajalco 115 kV transmission line into the new SCE-owned Karma 115 kV Substation. Moreno Valley constructing and owning a new 115/12 kV substationconstructed and interconnecting the 115/12 kV substationnow owns the Kitching Street Substation, which is interconnected to the new SCE-owned Karma 115 kV Substation and interconnecting existing and new load.

4.27. Kitching Street Substation: The new 115/12 kV Substation constructed, owned, operated, and maintained by Moreno Valley.

4.28. Non-ISO-Controlled Facilities: Distribution System facilities owned and controlled by SCE, which are used to serve the Distribution Customer’s Wholesale Distribution Load.

4.25.4.29. One-Time Cost: All costs determined by SCE to be associated with the installation of Interconnection Facilities, Distribution Upgrades, or Capital Additions which are not capitalized. The Interconnection Facilities and/or Distribution Upgrades One-Time Cost isCosts are provided in Exhibit B.

4.26.4.30. Removal Cost: The actual cost SCE incurs for the removal of the Interconnection Facilities and Distribution Upgrades, which is calculated as the amount, if positive, of the costs of removal minus the salvage value of the Interconnection Facilities.

4.27.4.31. Service Agreement: The Service Agreement Forfor Wholesale Distribution Service between the Parties executed concurrently herewith.

4.28.4.32. Units of Property: As described in FERC's “List of Units of Property for Use in Connection with Uniform System of Accounts Prescribed for Public Utilities and Licensees” in effect as of the date of this Agreement, and as such list may be amended from time to time.

4.29.4.33. Valley Substation: SCE's 500/115 kV Substation located at 26125 Menifee Rd, Romoland, CA, 92380.

4.30.4.34. WDAT: SCE's Wholesale Distribution Access Tariff, designated as FERC Electric Tariff, Volume No. 5, as such tariff may be amended or suspended.

5. Effective Date And Term:

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5.1. This Agreement shall become effective upon the effective date ordered by FERC (“Effective Date”).

5.2. This Agreement shall terminate on the earliest of (i) the termination date of the Service Agreement, (ii) the date specified by Moreno Valley upon one hundred eighty (180) calendar days advance written notice to SCE if the notice of termination is received by SCE on or after the Interconnection Facilities In-Service Date (iii) the date specified by Moreno Valley upon thirty (30) calendar days advance written notice to SCE if the notice of termination is received by SCE before the Interconnection Facilities In-Service Date (iv) the date specified by SCE pursuant to Sections 9.11 or 14.4.

5.3. Any obligations of one Party to the other, including payment obligations, as a result of this Agreement, which accrued prior to or as a result of termination of this Agreement, shall survive termination.

5.4. If Moreno Valley has given notice of termination and a filing with FERC is required to terminate this Agreement, Moreno Valley shall support such filing before the FERC if requested by SCE.

5.5. Upon termination of this Agreement, Moreno Valley shall pay SCE any remaining balance owed for SCE’s costs incurred or irrevocably committed to be incurred pursuant to this Agreement as of the effective date of termination within sixty (60) calendar days following receipt of a billing from SCE requiring such payment. Such billing shall reflect all payments received by SCE, which shall be credited against the amount of SCE's costs and expenses incurred or irrevocably committed to be incurred in accordance with this Agreement.

6. Agreement Pursuant To The WDAT:

This Agreement provides terms regarding SCE’s Interconnection Facilities, and Distribution System Upgrades associated with wholesale Distribution Service pursuant to the WDAT.

Accordingly, the rights and obligations of the Parties pursuant to this Agreement are subject to applicable provisions of the WDAT, including without limitation its provisions regarding indemnification and Uncontrollable Force, in addition to the provisions of this Agreement.

In case of a conflict in the terms contained in this Agreement and the terms in the WDAT, the terms of the WDAT shall apply. Moreno Valley has read and is familiar with the terms of the WDAT.

7. Creditworthiness:

7.1. Upon the Effective Date and until all payment obligations of Moreno Valley to SCE under this Agreement and the Service Agreement, including any obligation to pay the Removal Cost in accordance with Section 13.1, have been finally and irrevocably paid after the termination date pursuant to Section 5, Moreno Valley shall either maintain an unsecured long-term debt rating of A2 or higher from Moody’s Investor Service, Inc. (“Moody’s”) or A or higher from Standard and Poor’s Corporation (“S&P”) or provide and maintain additional security as described in Section 7.2 clauses (b) through (e).

7.2. Upon the Effective Date, Moreno Valley shall provide to SCE, in a form that is acceptable to SCE in its sole discretion, (a) evidence that Moreno Valley has one of the ratings specified in Section 7.1; (b) an unconditional and irrevocable guarantee of A.14.a
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Moreno Valley’s obligations that has an unsecured long-term debt rating of A2 or higher from Moody’s or A or higher from S&P, together with evidence of one of such ratings; (c) an unconditional and irrevocable letter of credit in US dollars from a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), which (i) has either (A) a long- term unsecured debt rating of A or higher by S&P or A2 or higher by Moody’s or (B) a certificate of deposit rating of A-1+ by S&P and P-1 by Moody’s, and (ii) whose deposits are insured by FDIC, together with evidence of such ratings; (d) an unconditional and irrevocable surety bond in US dollars issued by an insurance company that has and maintains an Insurance Financial Strength rating of A2 or higher from Moody’s or A or higher from S&P, and is rated no less than A- (with a minimum size rating of VIII) by Best’s Insurance Guide and Key Ratings, together with evidence of such ratings or (e) other security that is acceptable to SCE in its sole discretion.

7.3. Until all payment obligations of Moreno Valley to SCE under this Agreement and the Service Agreement, including any obligation to pay the Removal Cost in accordance with Sections 11.2, 13.1 and 14.2, have been finally and irrevocably paid after the termination date pursuant to Section 5, Moreno Valley shall provide to SCE, within ten (10) calendar days after June 30 and December 31 of each year, evidence of the then current applicable ratings of Moreno Valley or the Credit Provider of any Credit Support being maintained for the benefit of SCE hereunder; and if any such applicable rating is reduced at any time, Moreno Valley shall notify SCE in writing within five (5) calendar days after such reduction.

7.4. Any Credit Support provided hereunder shall be payable in at least the amount specified in Section 7.5, and shall be issued in favor of or for the benefit of SCE and its successors and assignees, and shall state that it may be drawn upon in whole or in part by SCE or its successors or assignees at any time (i) if a substitute Credit Support meeting the requirements of Section 7.2 is not provided within ten (10) calendar days after any reduction in the applicable rating of the Credit Provider meeting the requirements of Section 7.2 below the level specified herein; (ii) if a substitute Credit Support has not been provided at least thirty (30) calendar days before any expiration of the Credit Support; or (iii) upon any failure by Moreno Valley to make any payment required by this Agreement and the Service Agreement when due and following the expiration of any applicable cure period, pursuant to Section 14.4.

7.5. The amount available to be drawn under any Credit Support shall be equal to the amounts listed below. The disposition of any released Credit Support shall be directed by Moreno Valley.

7.5.1. In the event that SCE provides notice to Moreno Valley of its intent to remove Interconnection Facilities and Distribution Upgrades pursuant to Section 11.2, then within thirty (30) calendar days of receipt of such notice, Moreno Valley shall provide Credit Support to SCE in the total amount of $502,639.00 for removal costs. The disposition of any released Credit Support shall be directed by Moreno Valley.

7.5.2. Moreno Valley shall provide Credit Support in the amounts, and on the dates as listed in the Credit Support table below, to cover the costs for constructing, procuring and installing the SCE’s Distribution Upgrades.

Due Date Credit Support
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Amount
9/1/2016 (Recv’d) $209,534.00
3/1/2017 (Recv’d) $248,459.00
6/1/2017 (Recv’d) $361,116.00
9/1/2017 (Not Req’d) $399,284.00
12/1/2017 (Not Req’d) $336,319.00
3/1/2018 (Not Req’d) $214,674.00
6/1/2018 (Not Req’d) $115,916.00
9/1/2018 (Not Req’d) $56,988.00
Total $1,942,290.00

7.5.3. Interconnection Facilities: Moreno Valley shall provide Credit Support in the amounts, and on the dates as listed in the Credit Support table below, to cover the costs for constructing, procuring and installing the SCE’s Interconnection Facilities.

Due Date Credit Support
Amount
9/1/2016 (Recv’d) $24,668.00
3/1/2017 (Recv’d) $29,250.00
6/1/2017 (Recv’d) $42,512.00
9/1/2017 (Not Req’d) $47,004.00
12/1/2017 (Not Req’d) $39,594.00
3/1/2018 (Not Req’d) $25,273.00
6/1/2018 (Not Req’d) $13,646.00
9/1/2018 (Not Req’d) $6,710.00
Total $228,657.00

7.5.4. To the extent that any Credit Support is not utilized by the SCE, the release of such Credit Support shall be made in accordance with Moreno Valley’s instruction.

7.6. In addition to the provisions described above, any Credit Support provided hereunder shall contain such terms, conditions, waivers, representations, covenants, and other provisions as may be customary for similar instruments delivered in the State of California, as approved by SCE in its reasonable discretion.

8. Security Amount for Estimated Tax Liability. Moreno Valley’s estimated tax liability is as follows:

8. The estimated tax liability for SCE’s [This Section intentionally omitted.]

8.1. Interconnection Facilities = The sum of the product of (i) the applicable ITCC rate for the year payments are anticipated to be received, and (ii) the total of the payments anticipated to be received for the Interconnection Facilities Cost for that year.

Year(s) payments
anticipated to be
received
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rate
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received for
Interconnection Facilities
ITCC for SCE’s
Interconnection Facilities
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Cost

2016 & 2017

See Section 4.4 of
Attachment J to
the Tariff*

$143,434.00

$31,555.48
2018 See Section 4.4 of
Attachment J to
the Tariff*
$3,744,310.00 $898,634.40
Total $3,887,744.00 $930,189.88

8.2.9. The estimated tax liability for SCE’s Distribution Upgrades = The sum of the product of (i) the applicable ITCC rate for the year payments are anticipated to be received, and (ii) the total of the payments anticipated to be received for the Distribution Upgrades Cost for that year.:

Year(s) payments
anticipated to be
received
Applicable ITCC
rate
Total anticipated payments
received for Distribution
Upgrades Cost
ITCC for SCE’s
Distribution Upgrades

2016 & 2017

See Section 4.4 of
Attachment J to
the Tariff*

$1,218,393.00

$268,046.46
2018 See Section 4.4 of
Attachment J to
the Tariff*
$723,897.00 $173,735.28
Total $1,942,290.00 $441,781.74

* The estimated tax liability is based on the applicable ITCC rate in Attachment J to the Wholesale Distribution Access Tariff as of the Effective Date and is available at the following link: https://www.sce.com/openaccess

Based upon the total estimated tax liability, Moreno Valley shall provide to SCE cash amounts shown in the table shown in Exhibit C.

Upon notification of the Annual Tax Security Reassessment, Moreno Valley shall modify its Tax Security accordingly. If the Annual Tax Security Reassessment results in a deficiency in the Tax Security amount, Moreno Valley will be required to increase its Tax Security amount within 30 days after receipt of the deficiency notification. If the Annual Tax Security Reassessment results in a reduction of the Tax Security amount, Moreno Valley may choose to reduce its Tax Security amount or maintain the Tax Security in the current amount for the following year.

The Annual Tax Security Reassessment will be calculated utilizing the following methodology:

1) Tax Assessment Event:

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((Current Tax Rate x (Gross income - NPV Tax Depreciation)) + Interest)/(1 - Current Tax Rate)

2) Subsequent Taxable Event:
(Current Tax Rate x (Replacement Facility Cost – NPV Tax Depreciation))/(1-Current Tax Rate)

Moreno Valley’s obligation to provide Tax Security shall terminate at the earlier of (1) the expiration of the ten year testing period and the applicable statute of limitation, as it may be extended by SCE upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Section 8 of this IFA. Upon termination of Moreno Valley’s obligation to provide Tax Security, and SCE’s receipt of Moreno Valley’s written instructions regarding the release of any unused Tax Security, any unused amount of the Tax Security shall be released to Moreno Valley.

9. Interconnection Facilities:

9.1. Moreno Valley is responsible for engineering and constructing the Karma 115 kV Substation, at its cost, as set forth in Exhibit A hereof under the caption Karma 115 kV Substation – Scope of Work by Moreno Valley.

9.2. Moreno Valley shall own the land associated with the Karma 115 kV Substation and shall grant SCE all necessary easements pursuant to Section 9.8.

9.3. Moreno Valley shall make all necessary arrangements for easements required in order for SCE to comply with its obligations under this Agreement. SCE shall provide forms of easement agreements for execution by affected property owners.

Notwithstanding any other provision of this Agreement, SCE shall have no obligation to install the Interconnection Facilities prior to the effective date of such easement agreements.

9.4. SCE is responsible for performing the Scope of Work by SCE as set forth in Exhibit A pursuant to Good Utility Practice and apply for any regulatory approvals necessary for the construction, operation and maintenance of the Interconnection Facilities and Distribution Upgrades.

9.5. The Scope of Work by SCE as set forth in Exhibit A is based on the assumption that the projectProject is GO-131D exempt and a permit to construct from the CPUC is not needed. If the projectProject is not GO-131D exempt, a permit to construct needed, or additional licensing or permitting work is required by SCE, this may delay the project’sProject’s in-service date.

9.6. SCE shall use commercially reasonable efforts to complete the Scope of Work by SCE as set forth in Exhibit A hereof, successfully test and declare ready for service the described facilities on or before twenty seven (27) months from receipt of payments pursuant to Section 12 and Exhibit C herein. However, Moreno Valley understands and acknowledges that such dates are only estimates and that following the Effective Date, and the associated engineering kick-off meeting, the twenty seven (27) month timeline above may be shortened. Also, equipment and material lead times, labor availability, outage coordination, regulatory approvals, or other unforeseen events could delay the actual in-service date(s) beyond those specified.

SCE’s efforts to complete the Scope of Work by SCE is contingent upon Moreno A.14.a
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Valley’s timely completion of the work required to be performed by it in accordance with Section 9.1; thus, any delay by Moreno Valley in performing Work To Be Performed Bywork to be performed by Moreno Valley as described in Exhibit A may cause delay in completion of the Scope of Work by SCE.

9.7. SCE shall own, operate and maintain the Karma 115 kV Substation.

9.8. Moreno Valley shall transfer the ownership of the Karma 115 kV Substation and facilities as described in Exhibit A, hereof, to SCE within forty -five (45) calendar days following completion of the Karma 115 kV Substation. SCE will not energize the facilities necessary to provide interconnection to Moreno Valley until Moreno Valley transfers the ownership of the Karma 115 kV Substation to SCE.

9.9. Moreno Valley shall grant to SCE all necessary easements, which will allow SCE the right to operate, maintain, repair, and access the Karma 115 kV Substation. SCE will not energize the facilities necessary to provide interconnection to Moreno Valley until Moreno Valley transfers the ownership of the Karma 115 kV Substation to SCE.

9.10. The maximum capacity of the Interconnection Facilities and Distribution Upgrades made available by SCE to Moreno Valley for the purpose of interconnecting and delivering energy and other services from the ISO under this Agreement shall be 2840.0 MW. Moreno Valley acknowledges that if Moreno Valley wishes to increase the amount of Distribution Service provided pursuant to this Agreement and the Service Agreement, Moreno Valley shall be required to submit a new application for Distribution Service in accordance with the terms and conditions of the WDAT.

9.11. Moreno Valley shall not cause it’s distribution systems serving other Wholesale Distribution Loads and developments to operate in parallel with or to interconnect to any other electrical facilities, which facilities shall include, but not be limited to, Moreno Valley’s distribution systems served under other WDAT interconnection facilities agreements or service agreements, any generating facilities, other SCE facilities, or any facilities served by other electric utilities without receiving prior review and authorization from SCE. If Moreno Valley fails to comply with the requirements set forth in this Section 9, then SCE shall have the right to terminate this Agreement, subject to FERC acceptance or approval.

9.12. Moreno Valley shall cause its electrical facilities to be a balanced system across all three phases.

9.13. This Agreement governs the facilities required to interconnect Moreno Valley’s distribution system serving Moreno Valley Wholesale distribution system to SCE’s electrical system pursuant to the WDAT and as described herein. Moreno Valley shall be responsible for making all necessary operational arrangements with the ISO, including, without limitation, arrangements for obtaining transmission service from the ISO, and for scheduling delivery of energy and other services from the ISO Grid.

10. Capital Additions:

10.1. SCE shall engineer, design, construct, install, own, operate and maintain all Capital Additions pursuant to Good Utility Practice.

10.2. Except as otherwise provided in Section 10.3, whenever Capital Additions are required by SCE pursuant to Good Utility Practice (which may include compliance with system or regulatory requirements), Moreno Valley shall pay all charges A.14.a
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associated with such Capital Additions in accordance with Section 13.

10.3. In the event that Capital Additions are required in order to benefit SCE, or because of damage caused by negligence or willful misconduct of SCE, Moreno Valley shall not bear cost responsibility for such Capital Additions. No adjustment will be made to the Interconnection Facilities Cost or the Distribution Upgrades Cost, and no Capital Additions Cost, ITCC, or One-Time Cost will be charged to Moreno Valley for such Capital Additions.

11. Removal Of Interconnection Facilities and Distribution Upgrades:

11.1. Following termination of this Agreement, SCE will remove the Interconnection Facilities from service to Moreno Valley, and may at its discretion remove certain Distribution Upgrades from service.

11.2. On or before the date one year following termination of this Agreement, SCE shall notify Moreno Valley whether SCE intends to physically remove the Interconnection Facilities, Distribution Upgrades, or any part thereof. If SCE intends to physically remove the Interconnection Facilities, Distribution Upgrades, or any part thereof, then SCE shall physically remove such facilities within two years from the date of notification of intent, and Moreno Valley shall pay the Removal Cost in accordance with Sections 13.1 and 14.2. If SCE does not intend to physically remove the Interconnection Facilities, Distribution Upgrades, or any part thereof, then Moreno Valley shall have no obligation to pay such Removal Cost and such Removal Cost security provided pursuant to Section 7.5.1 will be returned to Moreno Valley.

12. Other Taxes:

SCE and Moreno Valley shall cooperate in good faith to appeal, protest, seek abatement of, or otherwise contest other taxes associated against payments or asset transfers made by Moreno Valley to SCE under this Agreement for Interconnection Facilities, Distribution Upgrades, and Capital Additions.

13. Charges:

13.1. Moreno Valley shall pay to SCE the following charges in accordance with this Agreement: (a) Interconnection Facilities Payment; (b) Interconnection Facilities Charge; (c) Distribution Upgrades Payment; (d) Distribution Upgrades Charge; (e) Capital Additions Payment; (f) any reimbursable FERC fees pursuant to Section 19.3; (g) Removal Cost pursuant to Section 14.2; (h) other taxes pursuant to Section 12; and (i) termination charges pursuant to Section 5.5.

13.2. The Interconnection Facilities Cost, Distribution Upgrades Cost, Capital Additions Cost, One-Time Cost, ITCC and Removal Cost shall be compiled in accordance with Accounting Practice.

13.3. If, during the term of this Agreement, SCE executes an agreement to provide service to another entity (other than retail load) which contributes to the need for the A.14.a
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Interconnection Facilities, the charges due hereunder may be adjusted to appropriately reflect such service based on SCE’s cost allocation principles in effect at such time and shall be subject to FERC approval.

14. Billing And Payment:

14.1. Billing Procedure.

14.1.1. Except as otherwise specifically provided herein, commencing on or following the Effective Date, SCE will render bills to Moreno Valley for charges under this Agreement, and Moreno Valley shall pay such bills, in accordance with the Billing and Payment provisions of the WDAT.

14.1.2. Moreno Valley shall make payments to SCE for the Interconnection Facilities Payment and Distribution Upgrade Payment according to the payment schedule shown in Exhibit C. The amount of such Interconnection Facilities Payment and Distribution Upgrade Payment is based on SCE’s cost estimates and shall be subject to later adjustment pursuant to Sections

14.1.9.3 and 14.1.9.4.

14.1.3. Commencing on or following the Interconnection Facilities and Distribution Upgrades In-Service Date, each month SCE will render bills to Moreno Valley for the Interconnection Facilities Charge. and Distribution Upgrades Charge. The Interconnection Facilities Charge and Distribution Upgrades Charge payments shall initially be based on the estimated Interconnection Facilities Cost and Distribution Upgrades Cost and such payments shall be subject to later adjustment pursuant to Sections 14.1.9.3 and 14.1.9.4. The Interconnection Facilities Charge and Distribution Upgrades Charge for the first and last month of service hereunder shall be pro-rated based on the number of days in which service was provided during said months.

14.1.4. SCE will bill Moreno Valley for the Capital Additions Payment prior to commencing any work on any Capital Additions in accordance with Section

10.2; provided that, at SCE’s sole discretion, SCE may bill Moreno Valley for the Capital Additions Payment after commencing such work if SCE determines that Capital Additions are required in accordance with safety or regulatory requirements or to preserve system integrity or reliability. Such billing shall initially be based on SCE's cost estimates and shall be subject to later adjustment pursuant to Sections 14.1.9.1 and 14.1.9.2.

14.1.5. Except as otherwise provided in Section 10.3, if certain Interconnection Facilities or Distribution Upgrades are removed to accommodate such Capital Additions and such removal results in a change in the Interconnection Facilities Cost or the Distribution Upgrade Cost, the Interconnection Facilities Charge or the Distribution Upgrade Charge shall be adjusted as of the in-service date of such Capital Additions to reflect the change in the Interconnection Facilities Cost. or the Distribution Upgrade Cost.

14.1.6. Except as otherwise provided in Section 10.3, if such Capital Additions result in an increase in the Interconnection Facilities Cost or the Distribution Upgrades Cost, then the Interconnection Facilities Charge or the Distribution Upgrades Cost, shall be adjusted as of the in-service date of such Capital Additions to reflect the change in such costs.

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14.1.7. Commencing on the Effective Date, SCE will render bills to Moreno Valley for any reimbursable FERC fees in accordance with Section 19.3. Such billing shall be for any reimbursable FERC fees or costs incurred since the preceding billing.

14.1.8. Within twelve (12) months following the earlier of 1) the date Moreno Valley transfers ownership of the Karma 115 kV Substation to SCE, or 2) the Karma 115 kV Substation in-service date, Moreno Valley shall determine the actual recorded cost of the Karma 115 kV Substation, and provide SCE with a final accounting.

14.1.9. Within twelve (12) months following the Interconnection Facilities and Distribution Upgrades In-Service Date or the in-service date of any Capital Additions, as the case may be, SCE shall determine the actual recorded Interconnection Facilities Cost, Distribution Upgrade Cost, or the Capital Additions Cost, including the associated One-Time Cost and ITCC, and provide Moreno Valley with a final invoice.

14.1.9.1. If the amounts paid for the estimated Interconnection Facilities Payment, Distribution Upgrades Payment, or the Capital
Additions Payment are less than the amounts due for the Interconnection Facilities Payment, Distribution Upgrades Payment, or the Capital Additions Payment as determined from the actual recorded Interconnection Facilities Cost, Distribution Upgrades Cost, or the Capital Additions Cost, including the associated One-Time Cost and ITCC, SCE will bill Moreno Valley for the difference between the amounts previously paid by Moreno Valley and the actual recorded costs, without interest, within twenty (20) calendar days of the date of such invoice.

14.1.9.2. If the amounts paid for the estimated Interconnection Facilities Payment, Distribution Upgrades Payment, or the Capital
Additions Payment are greater than the amounts due for the Interconnection Facilities Payment, Distribution Upgrades Payment, or the Capital Additions Payment as determined from the actual recorded Interconnection Facilities Cost, Distribution Upgrades Cost, or the Capital Additions Cost, including the associated One-Time Cost and ITCC, SCE will refund Moreno Valley the difference between the amounts previously paid by Moreno Valley and the actual recorded costs, without interest, within twenty (20) calendar days of the date of such invoice.

14.1.9.3. If the amounts paid for the Interconnection Facilities Charge or the Distribution Upgrades Charge are less than the amounts due for the Interconnection Facilities Charge or Distribution Upgrades Charge as determined from the actual recorded
Interconnection Facilities Cost or the Distribution Upgrades Cost, SCE will bill Moreno Valley for the difference between the amounts previously paid by Moreno Valley and the amounts which would have been paid based on actual recorded costs, without interest, on the next regular billing.

14.1.9.4. If the amounts paid for the Interconnection Facilities Charge or Distribution Upgrades Charge are greater than the amounts due A.14.a
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for the Interconnection Facilities Charge or Distribution Upgrades Charge as determined from the actual recorded
Interconnection Facilities Cost or the Distribution Upgrades Cost, SCE will credit Moreno Valley the difference between the amounts previously paid by Moreno Valley and the amounts which would have been paid based on actual recorded costs, without interest, on the next regular billing.

14.1.10. Charges for payments upon termination shall be billed and paid as provided in Section 5.

14.2. Removal Cost.

14.2.1. If, in accordance with Section 10.2, SCE decides to physically remove the Interconnection Facilities and/or Distribution Upgrades, SCE shall render a bill to Moreno Valley for the Removal Cost. Moreno Valley shall pay the Removal Cost in accordance with Section 13.1. Such billing shall be initially based on SCE’s estimate of the Removal Cost. Within 12 months following the removal of the Interconnection Facilities and/or Distribution Upgrades, SCE shall determine the recorded Removal Cost and provide Moreno Valley with a final invoice.

14.2.2. If the amount paid for the Removal Cost is less than the amount due for the Removal Cost as determined from the actual recorded Removal Cost, SCE will bill Moreno Valley for the difference between the amount previously paid by Moreno Valley and the amount which would have been paid based on actual recorded costs, without interest, within twenty (20) calendar days of the date of such invoice.

14.2.3. If the amount paid for the Removal Cost is greater than the amount due for the Removal Cost as determined from the actual recorded Removal Cost, SCE will refund Moreno Valley the difference between the amount previously paid by Moreno Valley and the amount which would have been paid based on actual recorded costs, without interest, within twenty (20) calendar days of the date of such invoice.

14.3. Interest On Unpaid Balances.

Interest on any unpaid amounts shall be calculated in accordance with the methodology specified in the Interest on Unpaid Balances provision of the WDAT.

14.4. Default And Billing Dispute.

15. Addresses For Billing And Payment:

15.1. All payments to be made by Moreno Valley to SCE shall be sent to:

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Southern California Edison Company
Accounts Receivable
Box 600
Rosemead, California 91770-0600

SCE may, at any time, by written notice to Moreno Valley pursuant to Section 6 of the Service Agreement for Wholesale Distribution Service, change the address to which payments will be sent.

15.2. All billings to be presented by SCE to Moreno Valley shall be sent to:

City of Moreno Valley
Moreno Valley Utility
Attn: Electric Utility Division Manager
14177 Frederick Street
Moreno Valley, CA 92552-0805

Moreno Valley may, at any time, by written notice to SCE pursuant to Section 6 of the Service Agreement for Wholesale Distribution Service, change the address to which billings will be sent.

16. Disputes:

With the exception of any billing dispute as provided pursuant to Section 14.4 herein, or as otherwise limited by law, the Dispute Resolution Procedures set forth in the WDAT shall apply to all disputes between Moreno Valley and SCE which arise under this Agreement; provided, however, that the Dispute Resolution Procedures set forth in the WDAT shall not apply as to disputes regarding whether rates and charges set forth in this Agreement are just and reasonable under the Federal Power Act.

17. Audits:

17.1. SCE will maintain records and accounts of all costs incurred in sufficient detail to allow verification of all costs incurred, including, but not limited to, labor and associated labor burden, material and supplies, outside services, and administrative and general expenses.

17.2. Moreno Valley shall have the right, upon reasonable notice, at a reasonable time at SCE's offices and at its own expense, to audit SCE’s records and accounts as necessary and as appropriate in order to verify costs incurred by SCE. Any audit requested by Moreno Valley shall be limited to the costs reflected in the final invoice as set forth in Sections 14.1.8 or 14.2.1, and shall be completed, and written notice of any audit dispute provided to SCE pursuant to Section 6 of the Service Agreement, within one hundred eighty (180) calendar days following receipt by Moreno Valley of such final invoice.

18. Operating Representatives:

The responsibilities assigned to the Operating Representatives appointed pursuant to Section A.14.a
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3 of Attachment B to the Tariff shall extend to the activities required under this Agreement.

19. Regulatory Authority:

19.1. No later than thirty (30) calendar days following the execution of this Agreement, SCE shall tender this Agreement for filing with FERC with a request that it be made effective upon acceptance without suspension, and Moreno Valley shall support SCE in obtaining all necessary authorizations and approvals for this Agreement.

19.2. Nothing contained herein shall be construed as affecting in any way: (i) the right of SCE to unilaterally make application to the FERC for a change in rates, charges, classification, or service, or any rule, regulation, or contract relating thereto, under Section 205 of the Federal Power Act and pursuant to the Rules and Regulations promulgated by FERC thereunder; (ii) the right of Moreno Valley to oppose such changes under Section 205 of the Federal Power Act; (iii) the right of Moreno Valley to file a complaint requesting a change in rates, charges, classification, or service, or any rule, regulation or contract relating thereto, or rate methodology or design relating to services provided hereunder, under Section 206 of the Federal Power Act and pursuant to the rules and regulations promulgated by the FERC thereunder; or (iv) the right of SCE to oppose such complaint by Moreno Valley under Section 206 of the Federal Power Act. Any change shall become effective pursuant to Section 205 of the Federal Power Act.

19.3. Moreno Valley shall reimburse SCE for all fees and charges imposed on SCE by the FERC attributable to the service provided under this Agreement and the Service Agreement, or any amendments thereto.

20. No Dedication Of Facilities:

Any undertaking by one Party to the other Party under this Agreement shall not constitute the dedication of the electrical system or any portion thereof of the undertaking Party to the public or to the other Party, and it is understood and agreed that any such undertaking by a Party shall cease upon the termination of its obligations hereunder.

21. No Third Party Rights:

Unless otherwise specifically provided in this Agreement, the Parties do not intend to create rights in or grant remedies to any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established hereunder.

22. Relationship Of Parties:

The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust, or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall be under the control of or shall be deemed to control the other Party. Neither Party shall be the agent of or have a right or power to bind the other Party A.14.a
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without such other Party's express written consent.

23. Waivers:

Any waiver at any time by either Party of its rights with respect to a default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not be deemed a waiver with respect to any other or subsequent default or other matter arising in connection therewith. Any delay, short of any statutory period of limitation, in asserting or enforcing any right, shall not be deemed a waiver of such right.

24. Governing Law:

Except as otherwise provided by federal law, this Agreement shall be governed by and construed in accordance with, the laws of the state of California.

25. Notices:

Any notice, demand, or request provided in this Agreement, or served, given, or made in connection with it, shall be made in accordance with Section 6 of the Service Agreement.

26. Severability:

In the event that any term, provision, covenant, or condition of this Agreement or the application of any such term, covenant, or condition shall be held invalid as to any person, entity, or circumstance by any court, arbitration, or regulatory authority having jurisdiction, the invalidity of such term, covenant or condition shall not affect the validity of any other term, provision, condition or covenant and such term, provision, covenant or condition shall remain in force and effect as applied to this Agreement to the maximum extent permitted by law. The Parties hereto further agree to negotiate in good faith to establish new and valid terms, conditions and covenants to replace any found invalid so as to place each Party as nearly as possible in the position contemplated by this Agreement.

27. Confidentiality:

Confidential Information shall include, without limitation, all information that is identified as confidential by the disclosing Party relating to a Party’s technology, research and development, business affairs, and pricing, and any information supplied by either Party to the other Party prior to the Effective Date of this Agreement.

Information is Confidential Information only if it is clearly designated or marked in writing as confidential on the face of the document, or, if the information is conveyed orally or by inspection, if the Party providing the information orally informs the Party receiving the information that the information is confidential.

If requested by either Party, the other Party shall provide in writing, the basis for asserting that the information referred to in this Section 28 warrants confidential treatment, and the requesting Party may disclose such writing to the appropriate Governmental Authority. Each A.14.a
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Party shall be responsible for the costs associated with affording confidential treatment to its information.

27.1. Term. During the term of this Agreement, and for a period of three (3) years after the expiration or termination of this Agreement, except as otherwise provided in this Section 27, each Party shall hold in confidence and shall not disclose to any person Confidential Information.

27.2. Scope. Confidential Information shall not include information that the receiving Party can demonstrate: (1) is generally available to the public other than as a result of a disclosure by the receiving Party; (2) was in the lawful possession of the receiving Party on a non-confidential basis before receiving it from the disclosing Party; (3) was supplied to the receiving Party without restriction by a third party, who, to the knowledge of the receiving Party after due inquiry, was under no obligation to the disclosing Party to keep such information confidential; (4) was independently developed by the receiving Party without reference to Confidential Information of the disclosing Party; (5) is, or becomes, publicly known, through no wrongful act or omission of the receiving Party or breach of this Agreement; or (6) is required, in accordance with Section 27.7 of this Agreement, Order of Disclosure, to be disclosed by any Governmental Authority or is otherwise required to be disclosed by law or subpoena, or is necessary in any legal proceeding establishing rights and obligations under this Agreement. Information designated as Confidential Information will no longer be deemed confidential if the Party that designated the information as confidential notifies the other Party that it no longer is confidential.

27.3. Release of Confidential Information. No Party shall release or disclose Confidential Information to any other person, except to its employees, consultants, affiliates (limited by the Standards of Conduct requirements set forth in Part 358 of FERC’s Regulations, 18 C.F.R. 358), subcontractors, or to parties who may be or are considering providing financing to or equity participation with the disclosing Party, or to potential purchasers or assignees of the disclosing Party, on a need-to-know basis in connection with this Agreement, unless such person has first been advised of the confidentiality provisions of this Section 27 and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Section 27.

27.4. Rights. Each Party retains all rights, title, and interest in the Confidential Information that each Party discloses to the other Party. The disclosure by each Party to the other Party of Confidential Information shall not be deemed a waiver by a Party or any other person or entity of the right to protect the Confidential Information from public disclosure.

27.5. No Warranties. The mere fact that a Party has provided Confidential Information does not constitute a warranty or representation as to its accuracy or completeness. In addition, by supplying Confidential Information, no Party obligates itself to provide any particular information or Confidential Information to the other Party nor to enter into any further agreements or proceed with any other relationship or joint venture.

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27.6. Standard of Care. Each Party shall use at least the same standard of care to protect Confidential Information it receives as it uses to protect its own Confidential Information from unauthorized disclosure, publication or dissemination. Each Party may use Confidential Information solely to fulfill its obligations to the other Party under this Agreement or its regulatory requirements.

27.7. Order of Disclosure. If a court or a Governmental Authority or entity with the right, power, and apparent authority to do so requests or requires any Party, by subpoena, oral deposition, interrogatories, requests for production of documents, administrative order, or otherwise, to disclose Confidential Information, that Party shall provide the other Party with prompt notice of such request(s) or requirement(s) so that the other Party may seek an appropriate protective order or waive compliance with the terms of this Agreement. Notwithstanding the absence of a protective order or waiver, the Party may disclose such Confidential Information which, in the opinion of its counsel, the Party is legally compelled to disclose. Each Party will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so furnished.

27.8. Termination of Agreement. Upon termination of this Agreement for any reason, each Party shall, within ten (10) calendar days of receipt of a written request from the other Party, use reasonable efforts to destroy, erase, or delete (with such destruction, erasure, or deletion certified in writing to the other Party) or return to the other Party, without retaining copies thereof, any and all written or electronic Confidential Information received from the other Party.

27.9. Remedies. The Parties agree that monetary damages would be inadequate to compensate a Party for the other Party’s breach of its obligations under this Section

27. Each Party accordingly agrees that the other Party shall be entitled to equitable relief, by way of injunction or otherwise, if the first Party breaches or threatens to breach its obligations under this Section 27, which equitable relief shall be granted without bond or proof of damages, and the receiving Party shall not plead in defense that there would be an adequate remedy at law. Such remedy shall not be deemed an exclusive remedy for the breach of this Section 27, but shall be in addition to all other remedies available at law or in equity. The Parties further acknowledge and agree that the covenants contained herein are necessary for the protection of legitimate business interests and are reasonable in scope. No Party, however, shall be liable for indirect, incidental, or consequential or punitive damages of any nature or kind resulting from or arising in connection with this Section 27.

27.10. Disclosure to FERC, its Staff, or a State. Notwithstanding anything in this Section 27 to the contrary, and pursuant to 18 C.F.R. section 1b.20, if FERC or its staff, during the course of an investigation or otherwise, requests information from one of the Parties that is otherwise required to be maintained in confidence pursuant to this Agreement, the Party shall provide the requested information to FERC or its staff within the time provided for in the request for information. In providing the information to FERC or its staff, the Party must, consistent with 18 C.F.R. section 388.112, request that the information be treated as confidential and non-public by A.14.a
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FERC and its staff and that the information be withheld from public disclosure. Each Party is prohibited from notifying the other Party to this Agreement prior to the release of the Confidential Information to FERC or its staff. Each Party shall notify the other Party to the Agreement when it is notified by FERC or its staff that a request to release Confidential Information has been received by FERC, at which time either of the Parties may respond before such information would be made public, pursuant to 18 C.F.R. section 388.112. Requests from a state regulatory body conducting a confidential investigation shall be treated in a similar manner if consistent with the applicable state rules and regulations.

27.11. Subject to the exception in Section 27.10, Confidential Information shall not be disclosed by the other Party to any person not employed or retained by the other Party, except to the extent disclosure is (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; (iii) otherwise permitted by consent of the other Party, such consent not to be unreasonably withheld; or (iv) necessary to fulfill its obligations under this Agreement or as a transmission service provider or a balancing authority area operator including disclosing the Confidential Information to a regional transmission organization or the ISO or to a regional or national reliability organization. The Party asserting confidentiality shall notify the other Party in writing of the information it claims is confidential. Prior to any disclosures of the other Party’s Confidential Information under this subparagraph, or if any third party or Governmental Authority makes any request or demand for any of the information described in this subparagraph, the disclosing Party agrees to promptly notify the other Party and cooperate with the other Party in seeking to protect the Confidential Information from public disclosure by confidentiality agreement, protective order or other reasonable measures.

28. Entire Agreement:

This Agreement and the Service Agreement constitute the complete and final expression of the agreement between the Parties and are intended as a complete and exclusive statement of the terms of their agreement which supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements which may have been made in connection with the subject matter of this Agreement and the Service Agreement.

29. Ambiguities:

Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Party, but will be construed in the manner that most accurately reflects the Parties’ intent as of the date they executed this Agreement.

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30. Signature Clause:

The signatories hereto represent that they are authorized to enter into this Agreement on behalf of the Party for whom they sign. This Agreement is hereby executed as of the 8th day of September, 2016.

SOUTHERN CALIFORNIA EDISON COMPANY

By: /s/ Robert G. Woods
Name: R. G. Woods
Title: Managing Director

CITY OF MORENO VALLEY

By: /s/ Michelle Dawson
Name: Michelle Dawson
Title: City Manager
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Exhibit A

Interconnection Facilities and Distribution Upgrades Description

1. Substation:

a. Karma 115 kV Substation – Scope of Work by Moreno Valley i. Engineer and construct a 115kV interconnection facility, arranged in a three- element ring-bus configuration to provide service to interconnect one 115 kV Moreno Valley owned transmission line, including, but not limited to the following:

1. Install three (3) 115 kV, 2000A, 40KA circuit breakers with associated structures and foundations.

2. Install 69/115 kV, 115/69 kV and 115/69 kV potential transformers for relay potential of the L90 and SEL-311L relays. Communication between relays can be direct fiber, but must be diversely routed through conduit (25 foot separation minimum) from Kitching Street Substation.

3. Install one (1) 115 kV ring bus switchyard structure with associated foundations.

4. Install seven (7) sets of 115 kV, 2000A, three pole group-operated vertical mounted disconnect switches.

5. Install a Mechanical Electrical Equipment Room (“MEER”) according to SCE standards and include the following:
a. Install One (1) G.E. L90 relay and one (1) SEL-311L relay on a 19 inch rack for the new Valley – Karma – Alessandro 115 kV line protection. b. Install two (2) G.E. F35 relays (or equivalent relays as approved by SCE) on a 19 inch rack for Moreno Valley – Karma 115 kV line protection.
c. Install two (2) 19 inch racks for Distribution Provider’s telecommunication equipment.
d. Install one (1) 19 inch rack for Distribution Provider’s RTU. e. Install lightwave, channel and associated equipment at Karma 115 kV Substation out- of the communications room of the new MEER at Karma 115 kV Substation.

6. Provide required data signals, make available adequate space, facilities, and associated dedicated electrical circuits within a secure building having suitable environmental controls for the installation of the SCE’s RTU in accordance with theSCE’s Interconnection Handbook.

7. Make available adequate space, facilities, and associated dedicated electrical circuits within a secure building having suitable environmental controls for the installation of the SCE’s telecommunications terminal equipment in accordance with theSCE’s Interconnection Handbook.

8. Install a revenue metering cabinet and revenue metering equipment (typically, voltage and current transformers) at the Karma 115 kV Substation to meter the Wholesale Load, as specified by the SCE.

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9. Allow the SCE to install, in the revenue metering cabinet provided by Moreno Valley, revenue meters and appurtenant equipment required to meter the Wholesale loadLoad.

10. Acquire approximately 168 feet by 140 feet (includes land for MEER), and 10 feet of outside fence perimeter for the construction of the Karma 115 kV Substation.

11. Perform all required activities related to the licensing, permitting and environmental work associated with the Karma 115 kV Substation and include all necessary SCE facilities and land associated with the Valley - Alessandro – Cajalco 115 kV line loop into Karma 115 kV Substation in any pertinent licensing, permitting and environmental documents. ii. All work to be performed using SCE approved contractors and shall be according to SCE engineering, design, layout, materials and construction standards.

b. Kitching Street Substation – Scope of Work by Moreno Valley:
i. Install one (1) SEL-311L relay and one (1) L90 relay compatible with relays at Karma 115 kV Substation.
ii. Communication between relays can be direct fiber, but must be diversely routed through conduit (25 foot separation minimum) from Karma 115 kV Substation.

c. Karma 115 kV Substation – Scope of Work by SCE
i. Review the complete engineering and design drawings and bills of materials submitted by Moreno Valley to verify their compliance with the SCE engineering and design standards.
ii. Install one (1) Remote Terminal Unit (RTU).remote terminal unit (“RTU”). iii. Inspect the site during construction to verify compliance with SCE Materials and Construction Standards.
iv. Loop the Valley – Alessandro – Cajalco 115 kV line into the Karma 115 kV Substation and form the two new Valley – Cajalco – Karma and Alessandro - Karma 115kV Lines.
v. Test the substation, circuit breakers, facilities, relay protection, telecommunication equipment, controls, and all appurtenant equipment.

d. Valley Substation – Scope of Work by SCE
i. Upgrade the line protection relay settings on the Valley – Alessandro - Cajalco 115kV Line Position. This line will become the new Valley – Cajalco - Karma 115kV Line.

e. Cajalco Substation – Scope of Work by SCE
i. Upgrade the line protection relays setting on the Valley – Alessandro – Cajalco 115 kV line position. This line will become the new Valley – Cajalco - Karma 115 kV line.

f. Alessandro Substation – Scope of Work by SCE
i. Upgrade the line protection relays on the Valley – Alessandro – Cajalco 115 kV line position. This line will become the new Alessandro - Karma 115 kV line. ii. Remove existing relay protection and install one (1) G.E. L90 relay and one (1) SEL-311L relay.

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2. Sub-Transmission – Scope of Work by SCE:
a. Valley – Alessandro – Cajalco 115kV Line
i. Install one (1) double circuit tubular steel pole on existing circuit. ii. Install loop for Karma 115 kV Substation on existing 115 kV line. iii. Install 1,500 feet of 954 SAC conductor for the loop.

b. Update system diagrams and drawings to reflect the addition of the Karma 115 kV Substation and the new Valley – Cajalco - Karma and Alessandro - Karma 115 kV lines.

3. Telecommunications – Scope of Work by SCE:
a. Install lightwave, channel and associated equipment at Valley, Cajalco and Alessandro Substations, build out of the communications facilities in the new MEER at Karma 115 kV Substation.
b. Install two (2) diverse paths (Path A and Path B) from the two (2) SCE installed vaults outside Karma 115 kV Substation to the Karma 115 kV Substation MEER as follows:
i. Path A: Install approximately 675 feet of new conduit of overheard fiber optic cable on existing SCE poles, a first vault and 250 feet of single mode fiber optic cable to the inside of the Karma 115 kV Substation MEER. ii. Path B: Install approximately 1000 feet of new underground fiber optic cable in new ECS conduit, a second vault and 200 feet of single mode fiber optic cable to the inside of the Karma 115 kV Substation MEER.

4. Metering Services Organization – Scope of Work by SCE:
a. Install 115 kV metering units at Karma 115 kV Substation to meter Moreno ValleyValley’s Wholesale loadLoad.

5. Power System Control – Scope of work by SCE:
a. Install a full size real-time RTU to monitor and control as follows:
i. MW and MVAR on the incoming SCE Lines
ii. MW and MVAR on the outgoing Moreno Valley Line
iii. Bus Voltage
iv. Circuit Breaker Status
v. Circuit Beaker Control
vi. Protection Relays Status
vii. Alarms Status
viii. Add the points to existing HMI at Alessandro Substation ix. Upgrade points to energy management system

6. Corporate Real Estate – Scope of Work by SCE
a. Perform all required activities necessary to support the new Karma 115 kV Substation and to loop in the existing Valley – Alessandro - Cajalco 115 kV line into Karma 115 kV Substation.

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Exhibit B

Interconnection Facilities Cost and Distribution Upgrades CostCosts

1. Estimated Interconnection Facilities Cost and Distribution Upgrades Cost

Element
Interconnection
Facilities Cost
Subject to O&M
and ITCC
Distribution
Upgrades Cost
Subject to O&M
and ITCC
One-Time Cost
Not Subject to
O&M and
ITCC

Project
Payment
Amount

ITCC
SCE-Constructed Facilities
• Karma 115 kV
Substation

$0.00

$933,156.00

• Alessandro Substation $0.00 $411,281.00 $0.00 $411,281.00 • Sub-Transmission Line
(LoopValleyLoop
Valley-Alessandro-
Cajalco 115 kV line into
Karma Sub.)

$0.00

$380,889.00

$0.00

$380,889.00

• Telecommunications &
Edison Carrier Solutions
(“ECS”)

$0.00

$1,083,989.00

$0.00

$1,083,989.00

• Metering $36,746.00 $0.00 $0.00 $36,746.00
• Power System Control $76,872.00 $0.00 $36,810.00 $113,682.00 • Corporate Real Estate $115,039.00 $0.00 $0.00 $115,039.00 • Corporate
Environmental Services

$0.00

$66,131.00

$0.00

$66,131.00

Subtotal $228,657.00 $1,942,290.00 $969,966.00 $3,140,913.00 $493,790.74 Moreno Valley-Constructed,
SCE Owned Facilities

• Deeded Facilities
(Karma 115 kV
Substation)

$3,659,087.00

$0.00

$3,659,087.00

$878,180.88
Subtotal $3,659,087.00 $0.00 $0.00 $3,659,087.00 $878,180.88 Total $3,887,744.00 $1,942,290.00 $969,966.00 $6,800,000.00 $1,371,971.62

Estimated Interconnection Facilities Cost = (SCE-Constructed Interconnection Facilities Cost + One-Time Cost associated with SCE-Constructed Interconnection Facilities Cost + ITCC associated with SCE-Constructed Interconnection Facilities Cost + + Moreno Valley Constructed, SCE Owned Interconnection Facilities Cost + ITCC associated with Moreno Valley Constructed, SCE Owned Interconnection Facilities Cost) = $228,657.00 + $0.00 + $52,009.00 + $3,659,087.00 + $878,180.88 = $4,817,933.88

Estimated Distribution Upgrades Cost = (SCE-Constructed Distribution Upgrades Cost + One-Time Cost associated with SCE-Constructed Distribution Upgrades Cost + ITCC associated with SCE-Constructed Distribution Upgrades Cost) = $1,942,290.00 + $969,966.00 + $441,781.74 = $3,354,037.74

2. Actual Interconnection Facilities Cost and Distribution Upgrades CostCosts

Element
Interconnection
Facilities Cost
Subject to
O&M and
ITCC
Distribution
Upgrades Cost
Subject to
O&M and
ITCC
Distribution
Upgrades Cost
Subject to
ITCC
Distribution
Upgrades One-
Time Cost Not
Subject to O&M
& ITCC

Project
Payment
Amount

ITCC
SCE-Constructed Facilities
• Karma 115 kV
Substation
$42,520.31 $507,593.92 $634,304.74 $1,184,418.97
• Valley Substation $7,613.78 $39,897.17 $47,510.95
• VistaKitching Street
Substation
$122,998.98 $122,998.98
• MorenoAlessandro $284,828.69 $20,698.80 $305,527.49 Formatted Table
Formatted: Centered
Formatted: Centered
Formatted Table
Inserted Cells
Formatted: Centered
Inserted Cells
Formatted: Centered
Formatted: Centered
Formatted: Centered
Formatted: Centered
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Substation
• Sub-Transmission Line
(Loop into Karma 115
kVCajalco Substation)
$12,570.64 $82,939.93 $95,510.57
• Valley-Alessandro-
Cajalco
$34,651.07 $34,651.07
• Telecommunications –
Line Protection &
RTUValley-Alessandro-
Cajalco Tie-Line
$145,653.62 $25,584.89 $171,238.51
• MeteringBunker
Substation
$9,042.44 $9,042.44
• Power System Control
• Corporate Real Estate
Subtotal $42,520.31 $847,258.10 $145,653.62 $935,466.95 $1,970,898.98 $227,795.05 Moreno Valley-Constructed,
SCE Owned Facilities

• Deeded Facilities
(Karma 115 kV
Substation)
$1,088,833.07 $894,204.04 $1,983,037.11
Subtotal $1,088,833.07 $894,204.04 $1,983,037.11 $239,543.28 Total $1,131,353.38 $847,258.10 $145,653.62 $1,829,670.99 $3,953,936.09 $467,338.32

Actual Interconnection Facilities Cost = (SCE-Constructed Interconnection Facilities Costs + ITCC associated with SCE-Constructed Interconnection Facilities Cost + One-Time Cost associated with SCE-Constructed Interconnection Facilities Cost + ITCC associated with Moreno Valley-Constructed, SCE owned Karma 115 kV Substation Interconnection Facilities Cost) = = $42,520.31 + $9,354.47 + $1,088,833.07 + $239,543.28 = $1,380,251.12

Actual Distribution Upgrades Cost = (SCE-Constructed Distribution Upgrades Costs + ITCC associated with SCE- Constructed Distribution Upgrades Cost + One-Time Cost associated with SCE-Constructed Distribution Upgrades Cost + ITCC associated with Moreno Valley-Constructed, SCE owned Karma 115 kV Substation Distribution Upgrades Cost) = Cost) = ($847,258.10 + $145,653.62) + $218,440.58 + $935,466.95 + $894,204.04 + 0.00 = $3,041,023.29

3. Monthly Charges:

(a) Interconnection Facilities Charge

Estimated Actual
Effective Customer-
Financed
Monthly Rate
for Non-ISO-
Controlled
Facilities
Interconnection
Facilities Cost
Interconnection
Facilities Charge
Interconnection
Facilities Cost
Interconnection
Facilities Charge
As of the
Interconnection
Facilities
Completion Date
See Section

4.2 of
Attachment J
to the WDAT
Tariff* $3,887,744.00
Customer-Financed
Monthly Rate for
Non-ISO-Controlled
Facilities x
Customer-Financed
Interconnection
Facilities Cost
[to be inserted after
true-
up]$1,131,353.38
Customer-
Financed Monthly
Rate for Non-ISO-
Controlled
Facilities x
Customer-
Financed
Interconnection
Facilities Cost

(b) Distribution Upgrades Charge

Estimated Actual
Effective Customer-
Financed
Distribution
Upgrades Cost
Distribution
Upgrades Cost
Distribution
Upgrades Cost
Distribution
Upgrades Charge
Formatted: Centered
Formatted Table
Formatted: Centered
Inserted Cells
Formatted: Centered
Formatted: Centered
Formatted Table
Inserted Cells
Formatted: Centered
Formatted: Centered
Formatted: Centered
Formatted: Font: Bold
Formatted: Centered
Formatted: Font: Bold
Formatted: Font: Bold
Formatted: Font: Bold
Formatted: Centered
Formatted: Font: Bold
Formatted: Font: Bold
Formatted: Font: Bold
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Monthly Rate
for Non-ISO-
Controlled
Facilities
As of the
Interconnection
Facilities
Completion Date See Section

4.2 of
Attachment J
to the
WDAT*
Tariff $1,942,290.00
Customer-Financed
Monthly Rate for
Non-ISO-Controlled
Facilities x
Customer-Financed
Interconnection
Facilities Cost
[to be inserted after
true-up]$847,258.10
Customer-
Financed Monthly
Rate for Non-ISO-
Controlled
Facilities x
Customer-
Financed
Interconnection
Facilities Cost
* Attachment J to the WDAT is available at the following link: https://www.sce.com/open accessopenaccess

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Exhibit C

Engineering And Construction
Payment Schedule

Payment
Period

Due Date
Interconnection
Facilities Cost
Distribution
Upgrades Cost
One-Time
Cost

Total Payment

ITCC
1 10/1/2016 Recv’d $2,083.00 $17,692.00 $8,835.00 $28,610.00 $4,350.50 2 11/1/2016 Recv’d $2,662.00 $22,605.00 $11,288.00 $36,555.00 $5,558.74 3 12/1/2016 Recv’d $3,379.00 $28,703.00 $14,335.00 $46,417.00 $7,058.04 4 1/1/2017 Recv’d $4,370.00 $37,122.00 $18,539.00 $60,031.00 $9,128.24 5 2/1/2017 Recv’d $5,452.00 $46,318.00 $23,131.00 $74,901.00 $11,389.40 6 3/1/2017 Recv’d $6,722.00 $57,094.00 $28,512.00 $92,328.00 $14,039.52 7 4/1/2017 Recv’d $8,162.00 $69,329.00 $34,622.00 $112,113.00 $17,048.02 8 5/1/2017 Recv’d $9,732.00 $82,668.00 $41,284.00 $133,684.00 $20,328.00 9 6/1/2017 Recv’d $11,356.00 $96,462.00 $48,172.00 $155,990.00 $23,719.96 10 7/1/2017 Recv’d $12,921.00 $109,755.00 $54,811.00 $177,487.00 $26,988.72 11 8/1/2017 Recv’d $14,287.00 $121,355.00 $60,604.00 $196,246.00 $29,841.24 12 9/1/2017 Recv’d $15,304.00 $130,006.00 $64,924.00 $210,234.00 $31,968.20 13 10/1/2017 Recv’d $15,850.00 $134,639.00 $67,238.00 $217,727.00 $33,107.58 14 11/1/2017 Recv’d $15,850.00 $134,639.00 $67,238.00 $217,727.00 $33,107.58 15 12/1/2017 Recv’d $15,304.00 $130,006.00 $64,924.00 $210,234.00 $31,968.20 16 1/1/2018 Recv’d $14,668.00 $124,596.00 $62,222.00 $201,486.00 $33,423.36 17 2/1/2018 Recv’d $13,266.00 $112,686.00 $56,275.00 $182,227.00 $30,228.48 18 3/1/2018 Recv’d $11,660.00 $99,037.00 $49,459.00 $160,156.00 $26,567.28 19 4/1/2018 Recv’d $9,992.00 $84,875.00 $42,386.00 $137,253.00 $22,768.08 20 5/1/2018 Recv’d $8,380.00 $71,180.00 $35,547.00 $115,107.00 $19,094.40 21 6/1/2018 Recv’d $6,901.00 $58,619.00 $29,274.00 $94,794.00 $15,724.80 22 7/1/2018 (Not Req’d) $5,599.00 $47,555.00 $23,749.00 $76,903.00 $12,756.96 23 8/1/2018 (Not Req’d) $4,486.00 $38,113.00 $19,033.00 $61,632.00 $10,223.76 24 9/1/2018 (Not Req’d) $3,561.00 $30,248.00 $15,106.00 $48,915.00 $8,114.16 25 10/1/2018 (Not Req’d) $2,805.00 $23,820.00 $11,895.00 $38,520.00 $6,390.00 26 11/1/2018 (Not Req’d) $2,195.00 $18,645.00 $9,311.00 $30,151.00 $5,001.60 27 12/1/2018 (Not Req’d) $1,710.00 $14,523.00 $7,252.00 $23,485.00 $3,895.92 Total $228,657.00 $1,942,290.00 $969,966.00 $3,140,913.00 $493,790.74 Total
Payments
Recv’d

$208,301.00

$1,769,386.00

$883,620.00

$2,861,307.00

$447,408.34

Interconnection Facilities Payment = (SCE-Constructed Interconnection Facilities Cost + One- Time Cost associated with SCE-Constructed Interconnection Facilities Cost + ITCC associated with SCE-Constructed Interconnection Facilities Cost) = ($228,657208,301.00 + $0.00 + $52,009.00 = $280,666.0047,123.56 = $255,424.56

Distribution Upgrades Payment = (SCE-Constructed Distribution Upgrades Cost + One-Time Cost associated with SCE-Constructed Distribution Upgrades Cost + ITCC associated with SCE- Constructed Distribution Upgrades) = $1,942,290769,386.00 + $969,966883,620.00 + $441,781.74400,284.78 = $3,354,037.74053,290.78

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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No. 31

Exhibit D

One-Line Diagram Karma 115 kV Substation

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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No. 33

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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION

Title Page
Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Wholesale Distribution Access Tariff
Tariff Record Title: Service Agreement No. 972

SERVICE AGREEMENT FOR

WHOLESALE DISTRIBUTION SERVICE

Between

SOUTHERN CALIFORNIA EDISON COMPANY

And

THE CITY OF MORENO VALLEY

(Project: Kitching Street 115 kV Interconnection Project – WDT1249)

Contract Effective Date: 11/03/2017 Tariff Record Proposed Effective Date:
05/01/2019xx/xx/2022
905.972.12 Version Number: 1516.0.0 WDT1249 Option Code A A.14.a
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No.1

SERVICE AGREEMENT FOR WHOLESALE DISTRIBUTION SERVICE

1. This Service Agreement, dated as of the date executed by the Distribution Customer, is entered into, by and between Southern California Edison Company ("Distribution Provider"), and the City of Moreno Valley ("Distribution Customer").

2. The Distribution Customer has been determined by the Distribution Provider to have a Completed Application for Distribution Service under the Tariff.

3. The Distribution Customer has provided to the Distribution Provider an Application deposit in the amount of $7,800.00, in accordance with the provisions of Section 15.2 of the Tariff, if applicable.

4. Service under this Service Agreement shall commence on the later of (1) November 3, 2017, or (2) for a Wholesale Distribution Load the date on which construction of any Direct Assignment Facilities and/or Distribution System Upgrades specified in Sections 7.0 and 8.0 of the attached Specifications For Wholesale Distribution Service are completed and all additional requirements are met pursuant to Section 13.5 of the Tariff, or (3) for a Resource, the date on which construction of any facilities specified in its generator interconnection agreement are completed unless operation of the Resource is expressly permitted in the generator interconnection agreement prior to the completion of any such facilities, or (4) such other date as it is permitted to become effective by the Commission. Service under this Service Agreement shall terminate on the earliest of the following to occur: (1) the termination date of the Distribution Customer’s Kitching Street 115 kV Interconnection Project Interconnection Facilities Agreement (“IFA”) between Distribution Provider and Distribution Customer, or (2) the date on which Distribution Provider terminates this Service Agreement, at Distribution Formatted: Underline
Formatted: No underline
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No.2

Provider’s option, upon failure by and subject to Commission acceptance, due to Distribution CustomerCustomer’s failure to provide advance notice to Distribution Provider of changes in Wholesale Customer Load in accordance with Section 2.3 of Attachment B to the Tariff and subject to FERC acceptance.. After the Interconnection Facilities In-Service Date, Distribution Customer shall provide Distribution Provider advance notice prior to making any changes (other than maintenance) to the power transformation facilities and equipment which comprise the Distribution Customer’s load connected to the KarmaKitching Street 115 kV SubstationInterconnection Project, as defined in the Interconnection AgreementIFA.

Distribution Customer shall notify Distribution Provider within a reasonable time prior to the date when any such changes are planned to be placed in service so that the Distribution Provider can evaluate any potential system impacts which may occur as a result of such changes and whether such changes will require a new Application pursuant to the Tariff. If Distribution Customer fails to provide Distribution Provider advance notice of changes to the Distribution Customer’s power transformation equipment and related facilities which comprise the Kitching Street 115 kV Interconnection Project and any such change does or may cause adverse system impacts or is or may be materially inconsistent with the service provided pursuant to this Service Agreement, Distribution Provider shall have the right to terminate this Service Agreement subject to Commission acceptance or approval. Distribution Customer shall not cause the Kitching Street 115 kV Interconnection Project, as defined in the Interconnection AgreementIFA, to operate in parallel with or to interconnect to any other electrical facilities, which facilities shall include, but not be limited to, Distribution Customer’s distribution systems served under other WDAT interconnection facilities agreements or service agreements, any generating facilities, other Distribution Provider facilities, or any facilities served by other A.14.a
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No.3

electric utilities without receiving prior review and authorization from Distribution Provider. If Distribution Customer fails to comply with the requirements set forth in this Section 4, then, Distribution Provider shall have the right to terminate this Agreement, subject to Commission acceptance or approval.

5. The Distribution Provider agrees to provide and the Distribution Customer agrees to take and pay for Distribution Service in accordance with the provisions of the Tariff and this Service Agreement.

6. Any notice or request made to or by either Party regarding this Service Agreement shall be made to the representative of the other Party as indicated below.

Distribution Provider:

Southern California Edison Company
Transmission & Distribution
Manager, Grid Contract Management
P. O. Box 800
2244 Walnut Grove Avenue
Rosemead, California 91770
Telefax No. (626) 302-1152
Telephone No. (626) 302-9640
E-mail: [email protected]

Distribution Customer:

City of Moreno Valley
City Manager’s Office
Attn: City Manager
14177 Frederick Street
Moreno Valley, CA 92552-0805
Telefax No. (909) 413-3000
Telephone No. (909) 413-3750
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No.4

7. The Tariff and attached Specifications For Wholesale Distribution Service are incorporated herein and made a part hereof.

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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No.5

IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be executed by their respective authorized officials.

Distribution Provider:

By: /s/ Robert G. Woods Director, AM&OS 9/15/17
[Name]Robert G. Woods Title Date

Distribution Customer:

By: /s/ Thomas M. DeSantis Assistant City Manager 10/5/17 [Name]Thomas M.

DeSantis
Title Date

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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No.6

SPECIFICATIONS FOR WHOLESALE DISTRIBUTION SERVICE

l. Term of Transaction: See Section 4 of the Service Agreement Service Commencement Date: See Section 4 of the Service Agreement Termination Date: See Section 4 of the Service Agreement

2. For a Resource connected to the Distribution Provider’s Distribution System, a description of capacity and energy to be transmitted by Distribution Provider and , a five year forecast of monthly Generation, and quantity of Contract Demand, if any: Not Applicable.

3. Point of Receipt: The ISO Grid at Distribution Provider’s Valley Substation 500 kV bus.

Point of Delivery: The Distribution Provider’s interconnection with the Distribution Customer as described in Exhibit D of the 115 kV Interconnection Project Wholesale Distribution Load Interconnection Facilities AgreementIFA between Distribution Provider and the Distribution Customer.

Receiving Party: Distribution Customer.

4. Description of Wholesale Distribution Load at the Point of Delivery (including a five year forecast of monthly load requirements): Electric energy delivered by the Distribution Provider at 115 kV for use to serve Distribution Customer’s Wholesale Distribution Loads connected to the Distribution Customer’s 115/12 kVKitching Street Substation, as defined in the 115 kV Interconnection Project Wholesale Distribution Load Interconnection Facilities AgreementIFA between Distribution Provider and the Distribution Customer.

5. Interruptible Wholesale Distribution Load amount (summer and winter), location and conditions/limitations (five year forecast): None.

6. For Resources, the maximum amount of capacityCapacity and energy to be transmitted.

Formatted: Underline
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6.1 For Resources:

Generation: 0.0 MW.

Contract Demand (if applicable):

As-Available Charging Distribution Service: Not Applicable.

Firm Charging Distribution Service: Not Applicable.

6.2 For Wholesale Distribution Load, the estimated peak load for informational purposes only: 5,000 kW for 2017, 1026,400 kW for 2021, 26,600 kW for 2022, 29,000 kW for 2023, 32,400 kW for 2024, 33,500 kW for 2025, 33,800 kW for 2026, 35,000 kW for 2018, 152027, 36,100 kW for 2028 and 40,000 kW for 2019, 20,000 kW for 2020 and 28,000 kW for 2021.2029. The contract demandContract Demand is 15,00033,500 kW and is subject to increase based on increases to Distribution Customer’s Wholesale Distribution Load. The Distribution Customer is required to submit a revised five-year Wholesale Distribution Load forecast each year to the Distribution Provider.

7. Direct Assignment Facilities: The Interconnection Facilities described in the 115 kV Interconnection Project Wholesale Distribution Load Interconnection Facilities AgreementIFA between Distribution Provider and Distribution Customer.

8. Distribution System Upgrades required prior to the commencement of service: None.

9. Real Power Loss Factors: 1.430.91%.

10. Power Factor: The Distribution Customer is required to maintain its power factor within a range of 0.95 lagging to 0.95 leading (or, if so specified in the Service Agreement, a greater range), pursuant to Good Utility Practice. This provision recognizes that a Distribution Customer may provide reactive power support in accordance with Section 12.10 (Self Provision of Ancillary Services), of this Tariff. The operating power factor at the Point of Receipt shall be Formatted: Underline
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No.8

at unity unless Distribution Customer is otherwise notified by the Distribution Provider to maintain a specified voltage schedule while operating within the power factor range as specified above.

11. Distribution Service under this Agreement will be subject to the charges detailed below. , as applicable, unless the Distribution Customer is paying for Higher-of Facilities. For Distribution Customers with Charging Capacity, the payment obligation arises upon the commencement date of As-Available Charging Distribution Service or Firm Charging Distribution Service, as applicable.

For Distribution Service to Charging Capacity from ISO Grid.

11.1 Monthly Customer Charge: $7.00

11.1.1 Wholesale Distribution Load (if applicable): $10.05/month.

11.2 11.1.2 Charging Distribution Service (if applicable): Not Applicable.

11.2 Monthly Charge:

11.2.1 Wholesale Distribution Load (if applicable):

11.2.1.1 Demand Charge: The Demand Charge is the product of the Demand Rate expressed as $/k-W-mo and the monthly Billing Demand expressed in kW.

11.2.1 .2 The Demand Rate is $0.90/kW70/kw per month.

11.2.2 1.3 Billing Demand is the higher of the metered demand or the contract demand. The metered demand is the hourly demand averaged over 15 or 5-minute intervals, summed for a month and expressed in kilowatts. The metered demand is rounded to the nearest kW. The Distribution Provider will meter the Distribution Customer's demand using a 15-minute interval under normal Formatted: Underline
Formatted: Underline
Formatted: No underline
Formatted: No underline
Formatted: No underline
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conditions. If such demand is intermittent or subject to violent fluctuations, a 5- minute interval may be used. The contract demandContract Demand is as set forth in Section 6.2 above.

11.2.2 Monthly Charge for Charging Distribution Service (if applicable):

11.2.2.1 As-Available Charging Distribution Service: Not Applicable.

Monthly Charge = Metered energy usage for the month (kWh) * Energy Charge Rate ($/kWh)]
As-Available Energy Charge Rate: Per the Tariff for Service Level:

Not Applicable.

Crediting provisions of Section 7.2.2.3 of Attachment K apply (check one):
☐ Yes
☐ No

11.2.2.2 Firm Charging Distribution Service: Not Applicable.

Monthly Charge = Contract Demand * Demand Charge Rate
Demand Charge Rate: Per the Tariff for Service Level: Not Applicable.

11.3 Facilities Charge: The charges as provided in the 115 kV Interconnection Project Wholesale Distribution Loadmonthly Interconnection Facilities Agreement between Distribution Provider Charge and the monthly Distribution CustomerUpgrades Charge, as provided for under the IFA.

11.4 System Impact and/or Facilities Study Charge(s) (if not otherwise set forth in Attachment I to the Tariff): None.

Formatted: Underline
Formatted: Underline
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No.10

12. Letter of credit or alternative form of security to be provided and maintained by a Wholesale Distribution Load Distribution Customer pursuant to Sections 8 and 16.4 of the Tariff: Provided for in the 115 kV Interconnection Project Wholesale Distribution Load Interconnection Facilities Agreement between Distribution ProviderIFA.

13. Operating conditions and/or limitations relating to As-Available Charging Distribution Service: Not Applicable.

14. If a Distribution Customer has Charging Capacity and retail load at the same site, the meters shall be configured to meter the retail load separately from the Charging Capacity.

15. A Distribution Customer. subject to CMS requirements, or its successor, will be permitted to collect, capture, and retain all data transmitted by the Distribution Provider to the Distribution Customer via a remote terminal unit (RTU). All such data retained by the Distribution Customer shall be the property of the Distribution Customer.

Formatted: No underline
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Attachment: MVU Kitching St First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION 1 FIRST AMENDMENT TO THE

WHOLESALE DISTRIBUTION LOAD INTERCONNECTION FACILITIES

AGREEMENT
AND

SERVICE AGREEMENT FOR WHOLESALE DISTRIBUTION SERVICE

BETWEEN

CITY OF MORENO VALLEY
AND

SOUTHERN CALIFORNIA EDISON COMPANY

FOR THE SAN MICHELE ROAD WDAT LOAD PROJECT

THIS FIRST AMENDMENT (“First Amendment”), dated as of
________________, 2022, is entered into by and among the City of Moreno Valley, a municipality in the state of California (“Distribution Customer” or “Moreno Valley”) and Southern California Edison Company (“SCE”) as the Distribution Provider. Moreno Valley and Distribution Provider may be referred to individually as a “Party” and collectively as the “Parties.” Unless otherwise defined herein, all capitalized terms used in this First Amendment shall have the meaning ascribed to that term in the San Michele Road IFA or San Michele Road DSA, as those terms are defined in the Recitals below, or in SCE’s Wholesale Distribution Access Tariff (“WDAT”).

RECITALS

WHEREAS, on October 14, 2013 and August 12, 2014 Moreno Valley and SCE entered into the San Michele Road Wholesale Load Interconnection Facilities Agreement (“San Michele Road IFA”) and Service Agreement for Wholesale Distribution Service (“San Michele Road DSA”), Service Agreement Nos. 562 and 695 respectively, for SCE to provide Interconnection Service and up to 10 MVA (or 10,000 kW) of Distribution Service to Moreno Valley at its San Michele Road WDAT Load Project.

WHEREAS, on November 1, 2013 and on August 20, 2014, SCE filed the San Michele Road IFA and San Michele Road DSA with the Federal Energy Regulatory Commission (“FERC”) under Docket Nos. ER14-255 and ER14-2679, respectively. FERC accepted the San Michele Road IFA and San Michele Road DSA with an effective date of November 2, 2013 and August 21, 2014, respectively.

WHEREAS, on April 13 and 14, 2016, SCE filed revisions to numerous service agreements under its WDAT, which included the San Michele Road DSA under Docket No. ER16-1394 and the San Michele Road IFA under Docket No. 16-409, to replace the A.14.b
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Attachment: MVU San Michele Rd First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION 2 current facilities charge rates with a reference to the applicable rate(s) set forth in Attachment J of the WDAT accepted by Commission. FERC accepted SCE’s revisions to these service agreements with an effective date of January 1, 2016

WHEREAS, on May 1, 2, and 6, 2019, SCE filed revisions to its WDAT to change collation values of all the WDAT records with FERC, which included the San Michele Road IFA under Docket No. ER19-1761 and the San Michele Road DSA under Docket No. ER19-1747. This was an administrative change that did not result in any substantive revisions to the San Michele Road IFA or the San Michele Road DSA. FERC accepted SCEs revisions to its WDAT with an effective date of May 1, 2019.

WHEREAS, on October 14, 2020, Moreno Valley submitted a request to SCE to transfer 3 MVA (or 3,000 kW) of load from the San Michele Road WDAT Load Project to Moreno Valley’s Kitching Street 115 kV Interconnection Project, thereby reducing the Distribution Service capacity of the San Michele Road WDAT Load Project to 7 MVA (or 7,000 kW).

WHEREAS, on January 27, 2021, SCE transmitted a Facilities Reassessment Report dated January 26, 2020 to Moreno Valley outlining the impact to SCE’s electrical system associated with Moreno Valley’s October 14, 2020 request.

WHEREAS, the Parties now desire to enter into this First Amendment to amend certain terms of the San Michele Road IFA and the San Michele Road DSA as set forth in this First Amendment in order to facilitate the transfer of load from the San Michele Road WDAT Load Project to the Kitching Street 115 kV Interconnection Project.

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the Parties agree as follows:

AMENDMENT

1. The Parties agree that for the purpose of this First Amendment, the San Michele Road IFA and San Michele Road DSA shall mean the San Michele Road Wholesale Load Interconnection Facilities Agreement and Service Agreement for Wholesale Distribution Service, entered into on October 14, 2013 and August 12, 2014 respectively, that are currently in effect.

2. The Parties agree to amend the San Michele Road IFA and San Michele Road DSA as specifically identified in redline format in Exhibit A attached hereto, reflecting, among other things, the revised Distribution Service capacity, monthly charge and Demand Rate attached hereto.

3. Moreno Valley acknowledges that on November 6, 2018, the San Michele Road WDAT Load Project was transferred to from SCE’s Hammock 34.5 kV circuit to SCE’s Pfieffer 34.5 kV circuit due to other load growth projects in the vicinity and SCE’s forecast that the Hammock 34.5 kV circuit would be overloaded in 2018.

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Attachment: MVU San Michele Rd First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION 3 4. All terms and conditions of the San Michele Road IFA and San Michele Road DSA shall remain in effect and in full force except where expressly amended by this First Amendment. In the event of a conflict between the terms of this First Amendment and the corresponding terms of the San Michele Road IFA and San Michele Road DSA, the terms of this First Amendment shall govern.

5. From and hereafter, references to the San Michele Road IFA and San Michele Road DSA shall mean the San Michele Road IFA and San Michele Road DSA as amended by this First Amendment.

6. The First Amendment shall become effective upon execution by the Parties subject to acceptance by FERC.

7. This First Amendment may be executed in one or more counterparts at different times, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same First Amendment.

8. The signatories hereto warrant and represent that they have been appropriately authorized to enter into this First Amendment on behalf of the Party for whom they sign and to bind their respective principals.

IN WITNESS WHEREOF, the Parties have executed this First Amendment to the San Michele Road IFA and San Michele Road DSA in multiple originals, each of which taken together shall constitute an original effective agreement among the Parties. The Parties hereto have entered into this First Amendment as of the date listed above.

City of Moreno Valley

By: __________________________

Name: __________________________

Title: _________________________

Date: ___________________________

Southern California Edison Company

By: ________________________________

Name: ___________

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Attachment: MVU San Michele Rd First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION 4 Title: ___________________________

Date: ________________________________

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Attachment: MVU San Michele Rd First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION 5 EXHIBIT A

First Amendment revisions to the San Michele Road IFA and San Michele Road DSA

Red-line format

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Attachment: MVU San Michele Rd First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Title Page
Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Wholesale Distribution Access Tariff
Tariff Record Title: Service Agreement No. 562
S

AN MICHELE ROAD WHOLESALE DISTRIBUTION LOAD
I

NTERCONNECTION FACILITIES AGREEMENT
BETW
EEN

THE CITY OF MORENO VALLEY
AND
S

OUTHERN CALIFORNIA EDISON COMPANY
Contract Effective Date: 11/2/13 Tariff Record Proposed Effective Date: 05/01/19xx/xx/2022 905.562.23 Version Number: 1516.0.0
WDT999 Option Code A
Style Definition: Body Text 3
Style Definition: TOC 1
Style Definition: Document Map
Style Definition: Heading 9
Style Definition: Heading 8
Style Definition: Heading 7
Style Definition: Heading 6
Style Definition: Heading 5
Style Definition: Heading 4
Style Definition: Heading 3
Style Definition: Heading 2
Style Definition: Heading 1
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Attachment: MVU San Michele Rd First Amendment 06212022 (5872 : APPROVAL OF FIRST AMENDMENTS TO SCE INTERCONNECTION Page No. 1

SAN MICHELE ROAD WHOLESALE DISTRIBUTION LOAD

INTERCONNECTION FACILITIES AGREEMENT BETWEEN

CITY OF MORENO VALLEY
AND

SOUTHERN CALIFORNIA EDISON COMPANY

TABLE OF CONTENTS

1. Parties: ................................................................................................................................. 2

2. Recitals:

31. Parties: ................................................................................................................................. 2

2. Recitals: ............................................................................................................................... 3

3. Agreement:......................................................................................................................................4

4. Definitions: .......................................................................................................................... 4

5. Effective Date And Term: .................................................................................................. 7

6. Agreement Pursuant To The WDAT: ............................................................................... 7

7. Creditworthiness: ............................................................................................................... 8

8. Interconnection Facilities: .................................................................................................. 9

9. Capital Additions: ............................................................................................................. 11

10. Removal Of Interconnection Facilities: .......................................................................... 11

11. Other Taxes: ...................................................................................................................... 11

12. Security Amount for Estimated Tax Liability: .............................................................. 11

13. Charges: ............................................................................................................................. 12

14. Billing And Payment: ....................................................................................................... 12

15. Addresses For Billing And Payment: .............................................................................. 15

16. Disputes: ............................................................................................................................ 15

17. Audits: ................................................................................................................................ 15

18. Operating Representatives: ............................................................................................. 16

19. Regulatory Authority: ...................................................................................................... 16

20. No Dedication Of Facilities: ............................................................................................. 16

21. No Third Party Rights: .................................................................................................... 17

22. Relationship Of Parties: ................................................................................................... 17

23. Waivers: ............................................................................................................................. 17

24. Governing Law: ................................................................................................................ 17

25. Notices: ............................................................................................................................... 17

26. Severability: ....................................................................................................................... 17

27. Entire Agreement: ............................................................................................................ 18

28. Ambiguities: ...................................................................................................................... 18

29. Signature Clause: .............................................................................................................. 18

4. Definitions: .......................................................................................................................... 4

5. Effective Date And Term: .................................................................................................. 7

6. Agreement Pursuant To The WDAT: ............................................................................... 7

7. Creditworthiness: ............................................................................................................... 8

8. Interconnection Facilities: .................................................................................................. 9 A.14.b
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9. Capital Additions: ............................................................................................................. 11

10. Removal Of Interconnection Facilities: .......................................................................... 11

11. Other Taxes: ...................................................................................................................... 11

12. Charges: ............................................................................................................................. 12

13. Billing And Payment: ....................................................................................................... 12

14. Addresses For Billing And Payment: .............................................................................. 15

15. Disputes: ............................................................................................................................ 15

16. Audits: ................................................................................................................................ 15

17. Operating Representatives: ............................................................................................. 16

18. Regulatory Authority: ...................................................................................................... 16

19. No Dedication Of Facilities: ............................................................................................. 16

20. No Third Party Rights: .................................................................................................... 17

21. Relationship Of Parties: ................................................................................................... 17

22. Waivers: ............................................................................................................................. 17

23. Governing Law: ................................................................................................................ 17

24. Notices: ............................................................................................................................... 17

25. Severability: ....................................................................................................................... 17

26. Entire Agreement: ............................................................................................................ 18

27. Ambiguities: ...................................................................................................................... 18

28. Signature Clause: .............................................................................................................. 18

Exhibit A. Interconnection Facilities Description: ................................................... 1718 Exhibit B. One-Line Diagram: ................................................................................... 1720 Exhibit C. Interconnection Facilities Cost Summary: ............................................. 1821 Exhibit D. Milestone Table: ........................................................................................ 1923

SAN MICHELE ROAD WHOLESALE DISTRIBUTION LOAD

INTERCONNECTION FACILITIES AGREEMENT BETWEEN

THE CITY OF MORENO VALLEY
AND

SOUTHERN CALIFORNIA EDISON COMPANY

1. Parties:

Formatted: Font: Bold
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The Parties to this Interconnection Facilities Agreement are the City of Moreno Valley (“Moreno Valley”), a municipality in the state of California and Southern California Edison Company (“SCE”), a California corporation, hereinafter sometimes referred to individually as “Party” and collectively as “Parties.”

2. Recitals:

2.1. This Agreement is made with reference to the following facts, among others:

2.2. SCE is a California public utility engaged in the business of generating and transmitting electric energy in the States of Arizona, California, and Nevada, and New Mexico. SCE is further engaged in the business of distributing such energy in the State of California.

2.3. Moreno Valley is a municipality in the state of California.

2.4. Moreno Valley intends to serve a proposed Wholesale Distribution Load at a development known as the San Michele Road WDAT Load Project, located in the City of Moreno Valley.

2.5. Moreno Valley submitted a request to SCE, in accordance with SCE’s WDAT, for interconnection and wholesale Distribution Service from the ISO Grid to a new SCE-Moreno Valley 34.5kV interconnection at Moreno Valley-owned property located at the east side of Indian Street, north of San Michele Road in the City of Moreno Valley. Moreno Valley intends to constructconstructed distribution facilities from the proposed new SCE-Moreno Valley 34.5kV interconnection to serve the loads of Moreno Valley’s end-use customers in the San Michele Road WDAT Load Project. The amount of Distribution Service originally requested iswas 1,000 kW for 2013, 3,000 kW for 2014, 5,000 kW for 2015, 8,000 kW for 2016 and 10,000 kW for 2017.

2.6. Moreno Valley, on October 14, 2020 submitted a request to SCE to transfer 3,000 kW in Distribution Service capacity from the San Michele Road WDAT Load Project to the Kitching Street 115 kV Interconnection Project. As a result, Moreno Valley adjusted its five -year Wholesale Distribution Load forecast for the San Michele Road WDAT Load Project for years 2022 through 2029 pursuant to Section 6.2 of its Service Agreement.

2.6.2.7.The Parties desire to enter into this Agreement and the Service Agreement to specify the terms for SCE to provide interconnection; for SCE to engineer, design, construct, install, own, operate and maintain the Interconnection Facilities; and for Moreno Valley to pay for such facilities.

2.7.2.8.SCE and Moreno Valley intend to execute a WDAT Service Agreement in connection with this Agreement to implement wholesale Distribution Service under SCE's WDAT.

3. Agreement:

In consideration of the premises and the mutual covenants and agreements contained herein, the Parties agree as follows:

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4. Definitions:

4.1. All terms with initial capitalization not otherwise defined herein shall have the meanings assigned to them in SCE’s WDAT. The following terms, when used herein with initial capitalization, whether in the singular or the plural, shall have the meanings specified:

4.2. Accounting Practice: Generally accepted accounting principles and practices applicable to electric utility operations.

4.3. Agreement: This San Michele Road Wholesale Distribution Load Interconnection Facilities Agreement between the City of Moreno Valley and Southern California Edison Company.

4.4. Applicable Reliability Council: The Western Electricity Coordinating Council (“WECC”) or its successor.

4.5. Applicable Reliability Standards: The requirements and guidelines of NERC, the Applicable Reliability Council, and the Balancing Authority Area of the Distribution System to which the Wholesale Distribution Load is directly interconnected, including the requirements pursuant to Section 215 of the Federal Power Act.

4.6. Balancing Authority: The responsible entity that integrates resource plans ahead of time, maintains load-interchange-generation balance within a Balancing Authority Area, and supports interconnection frequency in real time.

4.7. Balancing Authority Area: The collection of generation, transmission, and loads within the metered boundaries of the Balancing Authority. The Balancing Authority maintains load-resource balance within this area.

4.8. Capital Additions: Any modifications to the Interconnection Facilities. Such modifications may be any Units of Property which are added to the Interconnection Facilities; the enlargement, modification or betterment of any Units of Property constituting a part of the Interconnection Facilities; or the replacement of any Units of Property constituting a part of the Interconnection Facilities, irrespective of whether such replacement constitutes an enlargement, modification or betterment of that which it replaces; and the costs of which additions, enlargements, modifications, betterments or replacements in accordance with Accounting Practice would be capitalized and have not previously been included in the Interconnection Facilities Cost.

4.9. Capital Additions Cost: All costs, excluding ITCC and One-Time Cost, determined by SCE to be associated with the design, engineering, procurement, construction, and installation of Capital Additions.

4.10. Capital Additions Payment: The sum of the Capital Additions Cost, associated ITCC, and associated One-Time Cost.

4.11. CPUC: The California Public Utilities Commission, or its regulatory successor.

4.12. Credit Provider: Provider of any Credit Support.

4.13. Credit Support: Parent guarantee, letter of credit, surety bond, or other security meeting the requirements of Section 7.2.

4.14. Customer-Financed Monthly Rate for Non-ISO-Controlled Facilities: The rate most recently adopted by the CPUC for application to SCE’s retail electric A.14.b
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customers for customer-financed added facilities, which does not compensate SCE for replacement of added facilities. The currently effective Customer-Financed Monthly Rate for Non-ISO-Controlled Facilities is as provided in Attachment J of the WDAT.

4.15. Effective Date: The date on which this Agreement becomes effective pursuant to Section 5.1.

4.16. FERC: Federal Energy Regulatory Commission, or its regulatory successor.

4.17. Governmental Authority: Any federal, state, local or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority having jurisdiction over the Parties, their respective facilities, or the respective services they provide, and exercising or entitled to exercise any administrative, executive, police, or taxing authority or power; provided, however, that such term does not include Moreno Valley, SCE, or any Affiliate thereof.

4.18. Interconnection Facilities: Facilities, as described in Section 1(a) of Exhibit A, owned by SCE to interconnect Moreno Valley’s distribution system serving the Project to the Distribution System, as such facilities may be modified during the term of this Agreement.

4.19. Interconnection Facilities Charge: The monthly charge to Moreno Valley to recover the revenue requirements for the Interconnection Facilities, calculated as the product of the Customer-Financed Monthly Rate for Non-ISO-Controlled Facilities and the Interconnection Facilities Cost. The Interconnection Facilities Charge is provided in Exhibit C.

4.20. Interconnection Facilities Cost: All costs, excluding ITCC and One-Time Cost, determined by SCE to be associated with the design, engineering, procurement, construction, and installation of the Interconnection Facilities. The Interconnection Facilities Cost is provided in Exhibit C.

4.21. Interconnection Facilities Completion Date: The date upon which the construction of the Interconnection Facilities is complete and such facilities are successfully tested and ready for service.

4.22. Interconnection Facilities Payment: The sum of the Interconnection Facilities Cost, associated ITCC and associated One-Time Cost. The Interconnection Facilities Payment is provided in Exhibit C.

4.23. Interconnection Handbook: A handbook, developed by SCE and posted on SCE’s web site or otherwise made available by SCE, describing technical and operational requirements for wholesale generators and loads connected to SCE's electrical system, as such handbook may be modified or superseded from time to time. SCE’s standards contained in the Interconnection Handbook shall be deemed consistent with Good Utility Practice and Applicable Reliability Standards. In the event of a conflict between the terms of this Agreement and the terms of SCE's Interconnection Handbook, the terms in this Agreement shall apply.

4.24. ISO: The California Independent System Operator Corporation, a state-chartered, nonprofit, mutual benefit corporation that controls certain transmission facilities of A.14.b
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all Participating Transmission Owners and dispatches certain generating units and loads.

4.25. ISO Grid: The system of transmission lines and associated facilities of the Participating Transmission Owners that have been placed under the ISO’s operational control.

4.24.4.26. ITCC (: The Income Tax Component of Contribution): shall haveITCC is the Income Tax Component of Contribution described in the Preliminary Statement, Part M of SCE’s tariff on file with the CPUC, applicablemeaning assigned to it in Attachment J of the Interconnection Facilities Cost and the Capital Additions Cost.Tariff. The ITCC applicable to the Interconnection Facilities Cost is describedprovided in Section12 and is shown in Section 1 of Exhibit C.

4.27. Kitching Street 115 kV Interconnection Project: A 115 kV project described in an interconnection facilities agreement entered into by and among the City of Moreno Valley and SCE pursuant to Service Agreement No. 906.

4.25.4.28. NERC: The North American Electric Reliability Corporation, or its successor organization.

4.29. Non-ISO-Controlled Facilities: Distribution System facilities owned and controlled by SCE, some of which are used to serve the Distribution Customer’s Wholesale Distribution Load.

4.26.4.30. One-Time Cost: All costs determined by SCE to be associated with the installation of Interconnection Facilities or Capital Additions which are not capitalized. The Interconnection Facilities One-Time Cost is provided in Exhibit C.

4.27.4.31. Point of Change of Ownership: The point, as described in Section 2 of Exhibit A and shown in Exhibit D of this Agreement, where the Interconnection Facilities connect to the San Michele Road WDAT Load Project.

4.28.4.32. Point of Interconnection: The point, as described in Section 3 of Exhibit A and shown in Exhibit B of this Agreement, where the Interconnection Facilities connect to the Distribution System.

4.29.4.33. Removal Cost: The actual cost SCE incurs for the removal of the Interconnection Facilities which is calculated as the amount, if positive, of the costs of removal minus the salvage value of the Interconnection Facilities.

4.30.4.34. San Michele Road WDAT Load Project: (“Project”): All equipment and facilities comprising Moreno Valley’s distribution system serving the end-use customers’ loads at the Moreno Valley San Michele Road development, as described by Moreno Valley in its WDAT application and as installed by Moreno Valley located on the east side of Indian Street, north of San Michele Road in the City of Moreno Valley (“Project”)..

4.31.4.35. Service Agreement: The Service Agreement Forfor Wholesale Distribution Service between the Parties executed concurrently herewith.

4.32.4.36. Units of Property: As described in FERC's “List of Units of Property for Use in Connection with Uniform System of Accounts Prescribed for Public Utilities and Licensees” in effect as of the date of this Agreement, and as Formatted: No underline
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such list may be amended from time to time.

4.33.4.37. WDAT: SCE's Wholesale Distribution Access Tariff through which open access transmission service and Interconnection Service are offered, as filed with FERC, and as amended or supplemented from time to time, or any successor tariff.

5. Effective Date And Term:

5.1. This Agreement shall become effective upon the effective date ordered by FERC.

5.2. This Agreement shall terminate on the earliest of (i) the termination date of the Service Agreement, (ii) the date specified by Moreno Valley upon one hundred eighty (180) calendar days advance written notice to SCE if the notice of termination is received by SCE on or after the Interconnection Facilities Completion Date, (iii) the date specified by Moreno Valley upon thirty (30) calendar days advance written notice to SCE if the notice of termination is received by SCE before the Interconnection Facilities Completion Date; (iv) the date specified by SCE pursuant to Section 8.8; (v) the date specified by SCE pursuant to Exhibit D, Section (e); or (vi) the date specified pursuant to Section

13.4. 5.3. Any obligations of one Party to the other, including payment obligations, as a result of this Agreement, which accrued prior to or as a result of termination of this Agreement, shall survive termination.

5.4. If Moreno Valley has given notice of termination and a filing with FERC is required to terminate this Agreement, Moreno Valley shall support such filing before the FERC if requested by SCE.

Such billing shall reflect all payments received by SCE, which shall be credited against the amount of SCE's costs and expenses incurred or irrevocably committed to be incurred in accordance with this Agreement.

6. Agreement Pursuant To The WDAT:

This Agreement provides terms regarding SCE’s Interconnection Facilities associated with wholesale Distribution Service pursuant to the WDAT. Accordingly, the rights and obligations of the Parties pursuant to this Agreement are subject to applicable provisions of the WDAT, including without limitation its provisions regarding indemnification and Uncontrollable Force, in addition to the provisions of this Agreement. In case of a conflict in the terms contained in this Agreement and the terms in the WDAT, the terms of the WDAT shall apply. Moreno Valley has read and is familiar with the terms of the WDAT.

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7. Creditworthiness:

7.1. Upon the Effective Date and until all payment obligations of Moreno Valley to SCE under this Agreement and the Service Agreement, including any obligation to pay the Removal Cost in accordance with Section 12.1, have been finally and irrevocably paid after the termination date pursuant to Section 5, Moreno Valley shall either: (a) maintain a senior unsecured long-term debt rating of A2 or higher from Moody’s Investor Service, Inc. (“Moody’s”) or A or higher from Standard and Poor’s Corporation (“S&P”); (b) if Moreno Valley does not have a senior unsecured long-term debt rating, then maintain a revenue bond rating of A2 or higher from Moody’s or A or higher from S&P; or (c) provide and maintain Credit Support as described in Section 7.2 clauses (b) through (e).

7.2. Upon the Effective Date, Moreno Valley shall provide to SCE, in a form that is acceptable to SCE in its sole discretion, (a) evidence that Moreno Valley has one of the ratings specified in Section 7.1; (b) an unconditional and irrevocable guarantee of Moreno Valley’s obligations from a guarantor acceptable to SCE in its discretion, which shall not be unreasonably withheld, delayed or conditioned that has (i) a senior unsecured long-term debt rating of A2 or higher from Moody’s or A or higher from S&P, or (ii) if the guarantor does not have a rating for its senior unsecured long-term debt rating, then a revenue bond rating of A2 or higher from Moody’s or A or higher from S&P, in either case (i) or (ii) together with evidence of one of such ratings; (c) an unconditional and irrevocable letter of credit in US dollars from a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), which (i) has either (A) a long-term unsecured debt rating of A or higher by S&P or A2 or higher by Moody’s or (B) a certificate of deposit rating of A-1+ by S&P and P-1 by Moody’s, and (ii) whose deposits are insured by FDIC, together with evidence of such ratings; (d) an unconditional and irrevocable surety bond in US dollars issued by an insurance company that has and maintains an Insurance Financial Strength rating of A2 or higher from Moody’s or A or higher from S&P, and is rated no less than A- (with a minimum size rating of VIII) by Best’s Insurance Guide and Key Ratings, together with evidence of such ratings; or (e) other financial security that is acceptable to SCE in its sole discretion.

7.3. Until all payment obligations of Moreno Valley to SCE under this Agreement and the Service Agreement, including any obligation to pay the Removal Cost in accordance with Sections 10.2, 12.1 and 13.2, have been finally and irrevocably paid after the termination date pursuant to Section 5, Moreno Valley shall provide to SCE, within ten (10) calendar days after June 30 and December 31 of each year evidence of the then current applicable ratings of Moreno Valley or the Credit Provider of any Credit Support being maintained for the benefit of SCE hereunder; and if any such applicable rating is reduced at any time, Moreno Valley shall notify SCE in writing within five (5) calendar days after such a reduction.

7.4. Any Credit Support provided hereunder shall be payable in at least the amount specified in Section 7.5 or Section 7.6 as applicable, and shall be issued in favor of or for the benefit of SCE and its successors and assignees, and shall state that it A.14.b
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may be drawn upon in whole or in part by SCE or its successors or assignees at any time under the following conditions: (i) if substitute Credit Support meeting the requirements of Section 7.2 has not been provided within ten (10) calendar days after any reduction in the applicable rating of the Credit Provider meeting the requirements of Section 7.2 below the level specified herein; (ii) if substitute Credit Support has not been provided at least thirty (30) calendar days before any expiration of the Credit Support; or (iii) upon any failure by Moreno Valley to make any payment required by this Agreement and the Service Agreement when due and following the expiration of any applicable cure period, pursuant to Section

13.4. 7.5. Upon the Effective Date and until the Interconnection Facilities Completion Date, the Credit Support amount shall be equal to $0.00. The Credit Support amount may be reduced dollar-for-dollar by any payments received by SCE from Moreno Valley pursuant to the payment schedule in Exhibit C of this Agreement.

7.6. Upon the Interconnection Facilities Completion Date and until all obligations of Moreno Valley to SCE under this Agreement and the Service Agreement, including any obligation to pay the Removal Cost in accordance with Sections

10.2, 12.1, and 13.2 have been finally and irrevocably paid after the termination date pursuant to Section 5, the Credit Support amount shall be $18,918.20.

7.7. In addition to the provisions described above, any Credit Support provided hereunder shall contain such terms, conditions, waivers, representations, covenants, and other provisions as may be customary for similar instruments delivered in the State of California, as approved by SCE in its reasonable discretion.

8 Interconnection Facilities:

8.1 Moreno Valley shall operate, and maintain the Project in accordance with the applicable ISO Tariff provisions and protocols, WDAT provisions, the Applicable Reliability Standards, and Good Utility Practice.

8.2 Moreno Valley shall provide high-voltage primary metering switchgear, rated for use on a 34.5kV distribution system, which includes an underground pull section and metering equipment section that complies with Section ESR-7 of SCE’s electrical service requirement. Moreno Valley is also responsible for performing, at its costs, the installation of all underground substructures and conduit systems per SCE’s design drawings related to the project, and any other facilities indicated on SCE’s construction drawings and described in Section 1 of Exhibit A.

8.3 Moreno Valley shall make all necessary arrangements to provide for easements at no cost to SCE, in order for SCE to comply with its obligations under this Agreement. SCE shall provide forms of easement agreements for execution by affected property owners. Notwithstanding any other provision of this Agreement, SCE shall have no obligation to install the Interconnection Facilities prior to the effective date of such easement agreements.

8.4 SCE shall design, engineer, procure, construct, install, operate, maintain, and own the Interconnection Facilities pursuant to Applicable Reliability Standards, Good Formatted: Normal
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Utility Practice and apply for any regulatory approvals necessary for the construction, operation, and maintenance of the Interconnection Facilities.

8.5 SCE shall use commercially reasonable efforts to construct, successfully test and declare ready for service the Interconnection Facilities within the time period as specified in Exhibit D. Moreno Valley understands and acknowledges that such date is only an estimate and that equipment and material lead times, labor availability, outage coordination, regulatory approvals, or other unforeseen events could delay the actual completion date beyond that specified. SCE’s efforts to complete construction of the Interconnection Facilities is contingent upon Moreno Valley’s completion of the work required to be performed by it in accordance with Section 8.1; thus, any delay by Moreno Valley in performing work to be performed by Moreno Valley as described in Section 2 of Exhibit A may cause delay in completion of the Interconnection Facilities.

8.6 The maximum capacity of the Interconnection Facilities made available by SCE to Moreno Valley for the purpose of interconnecting and delivering energy and other services from the ISO under this Agreement shall be 107,000 kW. Moreno Valley acknowledges that if Moreno Valley wishes to increase the amount of interconnection and Distribution Service provided pursuant to this Agreement and the Service Agreement, Moreno Valley shall be required to submit a new application for such services in accordance with the terms and conditions of the WDAT.

8.7 Moreno Valley shall comply with all Applicable Reliability Standards for the San Michele Road WDAT Load Project. SCE will not assume any responsibility for complying with mandatory reliability standards for such facilities and offers no opinion as to whether Moreno Valley must register with NERC. Such determination is the responsibility of Moreno Valley. If required to register with NERC, Moreno Valley shall be responsible for complying with all Applicable Reliability Standards for the San Michele Road WDAT Load Project up to the Point of Change of Ownership as described in Exhibit A and shown in Exhibit B of this Agreement.

8.8 Moreno Valley shall not cause the San Michele Road WDAT Load Project to operate in parallel with or to interconnect to any other electrical facilities, which facilities shall include, but not be limited to, Moreno Valley’s loads or resources served under other interconnection facilities agreements or service agreements, any generating facilities, other SCE facilities, or any facilities served by other electric utilities without receiving prior review and authorization from SCE. If Moreno Valley fails to comply with the requirements set forth in this Section 8.8, then SCE shall have the right to terminate this Agreement, subject to FERC acceptance or approval.

8.9 Moreno Valley shall ensure that all Moreno Valley-owned electrical facilities are always a balanced system across all three phases.

8.10 This Agreement governs the facilities required to interconnect Moreno Valley’s distribution system serving the Moreno Valley San Michele Road development to SCE’s electrical system pursuant to the WDAT and as described herein. Moreno Valley shall be responsible for making all necessary operational arrangements with A.14.b
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the ISO, including, without limitation, arrangements for obtaining transmission service from the ISO, and for scheduling delivery of energy and other services from the ISO Grid.

9. Capital Additions:

9.1. SCE shall engineer, design, construct, install, own, operate and maintain all Capital Additions pursuant to Applicable Reliability Standards and Good Utility Practice.

9.2. Except as otherwise provided in Section 9.3, whenever Capital Additions are required by SCE pursuant to Good Utility Practice (which may include compliance with system or regulatory requirements), Moreno Valley shall pay all charges associated with such Capital Additions in accordance with Section 1413.

9.3. In the event that Capital Additions are required in order to benefit SCE, or because of damage caused by gross negligence or willful misconduct of SCE, Moreno Valley shall not bear cost responsibility for such Capital Additions. No adjustment will be made to the Interconnection Facilities Cost, and no Capital Additions Cost, ITCC, or One-Time Cost will be charged to Moreno Valley for such Capital Additions.

10. Removal Of Interconnection Facilities:

10.1. Following termination of this Agreement, SCE will remove the Interconnection Facilities from service to Moreno Valley.

10.2. On or before the date one year following termination of this Agreement, SCE shall notify Moreno Valley whether SCE intends to physically remove the Interconnection Facilities or any part thereof. If SCE intends to physically remove the Interconnection Facilities or any part thereof, then SCE shall physically remove such facilities within two years from the date of notification of intent, and Moreno Valley shall pay the Removal Cost in accordance with Sections 12.1 and

13.2. If SCE does not intend to physically remove the Interconnection Facilities or any part thereof, or does not notify Moreno Valley of SCE’s intention within the specified time, then Moreno Valley shall have no obligation to pay such Removal Cost.

11. Other Taxes:

Moreno Valley shall be solely responsible for any taxes (including, but not limited to, property tax, sales and use tax, excise tax, and document transfer tax) that are asserted against any payments or asset transfers made by Moreno Valley to SCE under this Agreement for Interconnection Facilities and Capital Additions. SCE and Moreno Valley shall cooperate in good faith to appeal, protest, seek abatement of, or otherwise contest other taxes associated against payments or asset transfers made by Moreno Valley to SCE under this Agreement for Interconnection Facilities and Capital Additions.

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12. Charges:

12.1. Moreno Valley shall pay to SCE the following charges in accordance with this Agreement: (a) Interconnection Facilities Payment; (b) Interconnection Facilities Charge; (c) Capital Additions Payment; (d) any reimbursable FERC fees pursuant to Section 18.3; (e) Removal Cost pursuant to Section 13.2; (f) other taxes pursuant to Section 11; and (g) termination charges pursuant to Section 5.5.

12.2. The Interconnection Facilities Cost, Capital Additions Cost, One-Time Cost, ITCC and Removal Cost shall be compiled in accordance with Accounting Practice.

12.3. If, during the term of this Agreement, SCE executes an agreement to provide service to another entity (other than retail load) which contributes to the need for the Interconnection Facilities, the charges due hereunder may be adjusted to appropriately reflect such service based on SCE’s cost allocation principles in effect at such time and shall be subject to FERC approval.

13. Billing And Payment:

13.1. Billing Procedure.

13.1.1. Except as otherwise specifically provided herein, commencing on, or following the Effective Date, SCE will render bills to Moreno Valley for charges under this Agreement, and Moreno Valley shall pay such bills, in accordance with the Billing and Payment provisions of the WDAT.

13.1.2. Moreno Valley shall make payments to SCE for the Interconnection Facilities Payment, according to the payment schedule shown in Exhibit C.

The amount of such Interconnection Facilities Payment is based on SCE’s cost estimates and shall be subject to later adjustment pursuant to Sections

13.1.8.1 and 13.1.8.2.

13.1.3. Commencing on or following the Interconnection Facilities Completion Date, each month SCE will render bills to Moreno Valley for the Interconnection Facilities Charge. The Interconnection Facilities Charge payments shall initially be based on SCE’s estimate of the Interconnection Facilities Cost, and such payments shall be subject to later adjustment pursuant to Sections 13.1.8.3 and 13.1.8.4. The Interconnection Facilities Charge for the first and last month of service hereunder shall be pro-rated based on the number of days in which service was provided during said months.

13.1.4. SCE will bill Moreno Valley for the Capital Additions Payment prior to commencing any work on any Capital Additions in accordance with Section 9.2; provided that, at SCE’s sole discretion, SCE may bill Moreno Valley for the Capital Additions Payment after commencing such work if SCE determines that Capital Additions are required in accordance with safety or regulatory requirements or to preserve system integrity or reliability. Such billing shall initially be based on SCE's cost estimates and shall be subject to later adjustment pursuant to Sections 13.1.8.1 and

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13.1.5. Except as otherwise provided in Section 9.3, if certain Interconnection Facilities are removed to accommodate such Capital Additions and such removal results in a change in the Interconnection Facilities Cost, the Interconnection Facilities Charge shall be adjusted as of the in-service date of such Capital Additions to reflect the change in the Interconnection Facilities Cost.

13.1.6. Except as otherwise provided in Section 9.3, if such Capital Additions result in an increase in the Interconnection Facilities Cost, then the Interconnection Facilities Charge shall be adjusted as of the in-service date of such Capital Additions to reflect the change in such costs.

13.1.7. Commencing on the Effective Date, SCE will render bills to Moreno Valley for any reimbursable FERC fees in accordance with Section 18.3.

Such billing shall be for any reimbursable FERC fees or costs incurred since the preceding billing.

13.1.8. Within twelve (12) months following the Interconnection Facilities Completion Date or the in-service date of any Capital Additions, as the case may be, SCE shall determine the actual recorded Interconnection Facilities Cost or the Capital Additions Cost, including the associated One- Time Cost and ITCC, and provide Moreno Valley with a final invoice.

13.1.8.1. If the amounts paid for the estimated Interconnection Facilities Payment or the Capital Additions Payment are less than the amounts due for the Interconnection Facilities Payment or the Capital Additions Payment as determined
from the actual recorded Interconnection Facilities Cost or the Capital Additions Cost, including the associated One-Time Cost and ITCC, SCE will bill Moreno Valley for the
difference between the amounts previously paid by Moreno Valley and the actual recorded costs, without interest, within twenty (20) calendar days of the date of such invoice.

13.1.8.2. If the amounts paid for the estimated Interconnection Facilities Payment or the Capital Additions Payment are greater than the amounts due for the Interconnection Facilities Payment or the Capital Additions Payment as determined
from the actual recorded Interconnection Facilities Cost or the Capital Additions Cost, including the associated One-Time Cost and ITCC, SCE will refund Moreno Valley the
difference between the amounts previously paid by Moreno Valley and the actual recorded costs, without interest, within twenty (20) calendar days of the date of such invoice.

13.1.8.3. If the amounts paid for the Interconnection Facilities Charge are less than the amounts due for the Interconnection
Facilities Charge as determined from the actual recorded Interconnection Facilities Cost, SCE will bill Moreno Valley for the difference between the amounts previously paid by Moreno Valley and the amounts which would have been paid A.14.b
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based on actual recorded costs, without interest, on the next regular billing.

13.1.8.4. If the amounts paid for the Interconnection Facilities Charge are greater than the amounts due for the Interconnection Facilities Charge as determined from the actual recorded Interconnection Facilities Cost, SCE will credit Moreno Valley the difference between the amounts previously paid by Moreno Valley and the amounts which would have been paid based on actual recorded costs, without interest, on the next regular billing.

13.1.9. Charges for payments upon termination shall be billed and paid as provided in Section 5.5.

13.2. Removal Cost.

13.2.1. If, in accordance with Section 10.2, SCE decides to physically remove the Interconnection Facilities, SCE shall render a bill to Moreno Valley for the Removal Cost. Moreno Valley shall pay the Removal Cost in accordance with Section 13.1. Such billing shall initially be based on SCE’s estimate of the Removal Cost. Within 12 months following the removal of the Interconnection Facilities, SCE shall determine the actual recorded Removal Cost and provide Moreno Valley with a final invoice.

13.2.2. If the amount paid for the Removal Cost is less than the amount due for the Removal Cost as determined from the actual recorded Removal Cost, SCE will bill Moreno Valley for the difference between the amount previously paid by Moreno Valley and the amount which would have been paid based on actual recorded costs, without interest, within twenty (20) calendar days of the date of the final invoice.

13.2.3. If the amount paid for the Removal Cost is greater than the amount due for the Removal Cost as determined from the actual recorded Removal Cost, SCE will refund Moreno Valley the difference between the amount previously paid by Moreno Valley and the amount which would have been paid based on actual recorded costs, without interest, within twenty (20) calendar days of the date of the final invoice.

13.3. Interest On Unpaid Balances.

Interest on any unpaid amounts shall be calculated in accordance with the methodology specified in the Interest on Unpaid Balances provision of the WDAT.

13.4. Default And Billing Dispute.

Any default or billing dispute shall be handled in accordance with the methodology specified in the Customer Default provision of the WDAT, including, without limitation, the provision for termination upon default, subject to A.14.b
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FERC approval.

14. Addresses For Billing And Payment:

14.1. All payments to be made by Moreno Valley to SCE shall be sent to:

Southern California Edison Company
Accounts Receivable
Box 600
Rosemead, California 91770-0600

SCE may, at any time, by written notice to Moreno Valley pursuant to Section 6 of the Service Agreement for Wholesale Distribution Service, change the address to which payments will be sent.

14.2. All billings to be presented by SCE to Moreno Valley shall be sent to:

City of Moreno Valley
City Manager’s Office
Attn: City Manager
14177 Frederick Street
Moreno Valley, CA 92552-0805

Moreno Valley may, at any time, by written notice to SCE pursuant to Section 6 of the Service Agreement for Wholesale Distribution Service, change the address to which billings will be sent.

15. Disputes:

With the exception of any billing dispute as provided pursuant to Section 13.4 herein, or as otherwise limited by law, the Dispute Resolution Procedures set forth in the WDAT shall apply to all disputes between Moreno Valley and SCE which arise under this Agreement; provided, however, that the Dispute Resolution Procedures set forth in the WDAT shall not apply as to disputes regarding whether rates and charges set forth in this Agreement are just and reasonable under the Federal Power Act.

16. Audits:

16.1. SCE will maintain records and accounts of all costs incurred in sufficient detail to allow verification of all costs incurred, including, but not limited to, labor and associated labor burden, material and supplies, outside services, and administrative and general expenses.

16.2. Moreno Valley shall have the right, upon reasonable notice, at a reasonable time at SCE's offices and at its own expense, to audit SCE’s records and accounts as A.14.b
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necessary and as appropriate in order to verify costs incurred by SCE. Any audit requested by Moreno Valley shall be limited to the costs reflected in the final invoice as set forth in Sections 13.1.8 or 13.2.1, and shall be completed, and written notice of any audit dispute provided to SCE pursuant to Section 6 of the Service Agreement, within one hundred eighty (180) calendar days following receipt by Moreno Valley of such final invoice.

17. Operating Representatives:

The responsibilities assigned to the Operating Representatives appointed pursuant to Section 3 of Attachment B to the WDAT shall extend to the activities required under this Agreement.

18. Regulatory Authority:

18.1. No later than thirty (30) calendar days following the execution of this Agreement, SCE shall tender this Agreement for filing with FERC with a request that it be made effective upon acceptance without suspension, and Moreno Valley shall support SCE in obtaining all necessary authorizations and approvals for this Agreement.

18.2. Nothing contained herein shall be construed as affecting in any way: (i) the right of SCE to unilaterally make application to the FERC for a change in rates, charges, classification, or service, or any rule, regulation, or contract relating thereto, under Section 205 of the Federal Power Act and pursuant to the Rules and Regulations promulgated by FERC thereunder; (ii) the right of Moreno Valley to oppose such changes under Section 205 of the Federal Power Act; (iii) the right of Moreno Valley to file a complaint requesting a change in rates, charges, classification, or service, or any rule, regulation or contract relating thereto, or rate methodology or design relating to services provided hereunder, under Section 206 of the Federal Power Act and pursuant to the rules and regulations promulgated by the FERC thereunder; or (iv) the right of SCE to oppose such complaint by Moreno Valley under Section 206 of the Federal Power Act. Any change shall become effective pursuant to Section 205 of the Federal Power Act.

18.3.Moreno Valley shall reimburse SCE for all fees and charges related to the FERC fees and annual charges provided in Sections 381 and 382 of the FERC’s regulations (18 C.F.R. § 381 and 382), as such regulation may from time to time be amended, that are imposed on SCE attributable to the service provided under this Agreement, or any amendments thereto. SCE will render bills to Moreno Valley for any such fees and charges incurred since the preceding billing. As of the Effective Date, no such fees and charges have been imposed on SCE attributable to the service provided under this Agreement.

19. No Dedication Of Facilities:

Any undertaking by one Party to the other Party under this Agreement shall not constitute the dedication of the electrical system or any portion thereof of the undertaking Party to A.14.b
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the public or to the other Party, and it is understood and agreed that any such undertaking by a Party shall cease upon the termination of its obligations hereunder.

20. No Third Party Rights:

21. Relationship Of Parties:

The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust, or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall be under the control of or shall be deemed to control the other Party. Neither Party shall be the agent of or have a right or power to bind the other Party without such other Party's express written consent.

22. Waivers:

23. Governing Law:

Except as otherwise provided by federal law, this Agreement shall be governed by and construed in accordance with, the laws of the state of California.

24. Notices:

Any notice, demand, or request provided in this Agreement, or served, given, or made in connection with it, shall be made in accordance with Section 6 of the Service Agreement.

25. Severability:

In the event that any term, provision, covenant, or condition of this Agreement or the application of any such term, covenant, or condition shall be held invalid as to any person, entity, or circumstance by any court, arbitration, or regulatory authority having jurisdiction, the invalidity of such term, covenant or condition shall not affect the validity of any other term, provision, condition or covenant and such term, provision, covenant or A.14.b
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condition shall remain in force and effect as applied to this Agreement to the maximum extent permitted by law. The Parties hereto further agree to negotiate in good faith to establish new and valid terms, conditions and covenants to replace the portions of the Agreement that are held invalid so as to place each Party as nearly as possible in the

position contemplated by this Agreement.

26. Entire Agreement:

27. Ambiguities:

28. Signature Clause:

The signatories hereto represent that they are authorized to enter into this Agreement on behalf of the Party for whom they sign. This Agreement is hereby executed as of the 14th day of October, 2013.

SOUTHERN CALIFORNIA EDISON COMPANY

By: /s/ Kevin Payne
Name: Kevin M. Payne
Title: Vice President, Eng. & Tech Svcs

CITY OF MORENO VALLEY

By: /s/ Michelle Dawson
Name: Michelle Dawson
Title: City Manager
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Exhibit A

Interconnection Facilities Description

1. Interconnection Facilities.

a. SCE shall:
i. Install one new 38 kV-rated Alduti-Rupter overhead pole switch. ii. Install approximately 2,400 feet of 1/0 ACSRaluminum-conductor steel-reinforced (“ACSR”) primary overhead line extension as well as associated conductors, cables, terminations, and other miscellaneous material necessary to Moreno Valley’s 34.5 kV disconnect switch.
iii. Real Properties, Transmission Project Licensing, and Corporate Environmental Services:

1. Obtain easements and/or acquire land, obtain licensing and permits, and perform all required environmental activities, as necessary, for the installation of the Interconnection Facilities.
iv. Metering:

1. Install revenue meters, potential and current transformers, and appurtenant equipment required to meter the retail load at the Facility. b. Work to be performed by Moreno Valley. Moreno Valley shall:
i. Install a dead-end structure at a location approved by SCE (“Last Structure”) near Moreno Valley’s property line, designed and engineered in accordance with SCE’s specification, to terminate SCE’s conductors.
ii. Install disconnect facilities in accordance with SCE’s Interconnection Handbook to comply with SCE’s switching and tagging procedures.
iii. Install a breaker near Moreno Valley’s property line in accordance with the Electrical Service Requirements to comply with SCE’s protection requirements.

Additional protection requirements may be required.
iv. Provide sufficient space for SCE to install its retail metering cabinet, equipment, and related meters. Such cabinet must be placed at a location that would allow twenty-four hour access for SCE’s metering personnel.
v. Allow SCE to install revenue metering cabinet, meters and appurtenant equipment required to meter the retail load at the facility.
vi. Permit SCE to inspect the construction being done pursuant to this Section 1 (b) (i).
vii. If applicable, provide the following:

1. Completed Moreno Valley information sheet.

2. Street improvement plans.

3. Unique address for point of interconnection.

4. Public right-of-way (street) base maps as required by the interconnection.

5. Site plot plan on a 30:1 scale digital file as follows:

6. Easements/lease agreement

7. Grading plans

8. Sewer and storm plot plans
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9. Landscape, sprinkler, pedestal locations

10. Install all underground substructures and conduit systems per SCE’s design drawings related to the project.

11. Ensure all underground civil facilities are approved and released by SCE’s Underground Inspector.

2. Point of Change of Ownership. The Point of Change of Ownership shall be the point where the conductors of SCE’s HammockPfieffer 34.5 kV line are attached to the pull sections of Moreno Valley’s 34.5 kV line at the Last Structure.33kV primary switchgear.

Moreno Valley shall own and maintain the Last Structure,switchgear including the conductors, insulatorspull sections, and jumper loops from such Last Structureall equipment electrically beyond SCE’s conductor terminations in the pull sections, up to the San Michele WDAT Load Project facility.Moreno Valley’s Facility. SCE will own the insulatorspotheads and lugs that are used to attach terminate the SCE-owned conductors tocables in the Last Structurepull sections.

3. Point of Interconnection. A tap on SCE’s HammockPfieffer 34.5 kV line.

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Exhibit B

One-line Diagram

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Exhibit C

1. Interconnection Facilities Cost Summary.

(a) Estimated Cost:

Element Interconnection Facilities Cost One-Time
CostITCC
ITCCOne-
Time Cost
Total Cost

Interconnection Facilities

$58,858.00

$20,6000.00

$020,600.00

$79,458.00

(b) Actual Cost:

[TO BE INSERTED AFTER TRUE-UP OF ACTUAL COSTS]

Element Interconnection Facilities Cost One-Time
CostITCC
ITCCOne-
Time Cost
Total Cost
Interconnection Facilities $122,180.78 $0.00 $42,763.28 $164,944.06

2. Interconnection Facilities Charge.

Interconnection Facilities Charge:

Estimated Actual

Effective
Customer-
Financed
Monthly
Rate for
Non-ISO-
Controlled
Facilities

Interconnection
Facilities Cost

Interconnection
Facilities Charge

Interconnection
Facilities Cost

Interconnection
Facilities
Charge
As of the
Interconnection
Facilities
Completion
Date
See
Section 4.1
of
Attachment
J to the
Tariff*
$58,858.00
Customer-
Financed
Monthly Rate for
Non-ISO-
Controlled
Facilities x
Interconnection
Facilities Cost
[to be inserted
after true-
up]$122,180.78
[to be inserted
after true-
up]$354.32
*Attachment J to the Tariff is available at the following link: http://www.sce.com/openaccess

3. Payment Schedule and Associated ITCC.

The payment amountsamount shown below areis based on an estimate of the costs for the Interconnection Facilities. costs along with the associated non-refundable cash payment amount for ITCC.

Payment
No.

Payment Due Date Interconnection
Facilities Cost
One-
Time
Cost
ITCC Interconnection Facilities
Payment with ITCC
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1 11/1/2013 (Recv’d) $58,858.00 $0.00 $20,600.00 $79,458.00

All amounts shown above areThe Interconnection Facilities Cost is in nominal dollars.

Interconnection Facilities Payment = (Interconnection Facilities Cost + ITCC + associated One- Time Cost) = $58,858.00 + $20,600.00 = $79,458.00

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Exhibit D

Milestone Table

Item Milestone Responsible Party Due Date
(a) Provide evidence of easement
arrangements to SCE
Moreno Valley
11/1/2013

Completed
(b) Completion of the
Interconnection Facilities
SCE
Within twenty four (24)
weeks following the
Effective Date*

Completed
(c) Execute the Distribution Service
Agreement
SCE and Moreno
Valley
Within twenty four (24)
weeks following the
Effective Date**

Completed

* Note: Moreno Valley understands and acknowledges that such timeline is only an estimate and that equipment and material lead times, labor availability, outage coordination, regulatory approvals, right- of-way negotiations, or other unforeseen events could delay the actual in-service date of the Interconnection Facilities beyond that specified. SCE shall not be liable for any cost or damage incurred by Moreno Valley because of any delay in the work provided for in this Agreement. ** Note: Moreno Valley understands and acknowledges that Wholesale Distribution Service shall not commence prior to the execution of the Distribution Service Agreement and that SCE may terminate this Agreement if Moreno Valley fails to execute the Distribution Service Agreement.

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Title Page
Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Wholesale Distribution Access Tariff
Tariff Record Title: Service Agreement No. 695

SERVICE AGREEMENT FOR

WHOLESALE DISTRIBUTION SERVICE

Between

SOUTHERN CALIFORNIA EDISON COMPANY

And

THE CITY OF MORENO VALLEY

(Project: San Michele Road WDAT Load Project – WDT999)

Contract Effective Date: 08/21/2014 Tariff Record Proposed Effective Date:
05/01/2019xx/xx/2022
905.695.34 Version Number: 1516.0.0 WDT999 Option Code A A.14.b
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SERVICE AGREEMENT FOR WHOLESALE DISTRIBUTION SERVICE

2. The Distribution Customer has been determined by the Distribution Provider to have a Completed Application for Distribution Service under the Tariff.

3. The Distribution Customer has provided to the Distribution Provider an Application deposit in the amount of $2,700.00, in accordance with the provisions of Section 15.2 of the Tariff., if applicable.

4. Service under this Service Agreement shall commence on the later of (1) the Effective Date of this Service Agreement, or (2) for a Wholesale Distribution Load the date on which construction of any Direct Assignment Facilities and/or Distribution System Upgrades specified in Sections 7.0 and 8.0 of the attached Specifications For Wholesale Distribution Service are completed and all additional requirements are met pursuant to Section 13.5 of the Tariff, or (3) for a Resource, the date on which construction of any facilities specified in its generator interconnection agreement are completed unless operation of the Resource is expressly permitted in the generator interconnection agreement prior to the completion of any such facilities, or (4) such other date as it is permitted to become effective by the Commission. Service under this Service Agreement shall terminate on the earliest of the following to occur: (1) the termination date of the San Michele Road WDAT Wholesale DistributionLoad Project Interconnection Facilities Agreement (“IFA”) between the Distribution Provider and Distribution Customer and the Distribution Provider, executed on October 14, 2013 (“IFA”),, or (2) the date on which Formatted: Underline
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Distribution Provider terminates, at Distribution Provider’s option, and subject to FERCCommission acceptance, if: (i) prior to the Interconnection Facilities Completion dateDate as defined in the IFA, the Distribution Provider learns that Distribution Customer has terminated its plan to complete and energize the San Michele Road WDAT Load Project (as defined in the IFA); or (ii) Distribution Customer does not utilize the Distribution Service provided under this Service Agreement for a period of two consecutive years or more following the commencement date of Distribution Service under this Service Agreement (except for any period when Distribution Customer does not utilize the Distribution Service due to the occurrence of an Uncontrollable Force or default of Distribution Provider under this Service Agreement), or (3) at Distribution Provider’s option, upon failure by Distribution Customer to provide Distribution Provider advance notice prior to making any changes (other than maintenance which is addressed in Attachment B, Section 2.3 of the Tariff) to the load, facilities and equipment which comprise the San Michele Road WDAT Load Project. Distribution Customer shall notify Distribution Provider within a reasonable time prior to the date when such changes are planned to be placed in service so that the Distribution Provider can evaluate any potential system impacts which may occur as a result of such changes and whether such changes will require a new Application under the Tariff. If Distribution Customer fails to provide Distribution Provider advance notice of changes to the generation or power transformation equipment and facilities which comprise the San Michele Road WDAT Load Project and any such change does or may cause material system impacts or is or may be materially inconsistent with the service provided pursuant to this Service Agreement, Distribution Provider shall have the right to terminate this Service Agreement subject to FERCCommission acceptance or approval. Distribution Customer shall not cause the San Michele Road Interconnection Project, as defined in the IFA, to operate A.14.b
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in parallel with or to interconnect to any other electrical facilities, which facilities shall include, but not be limited to, Distribution Customer’s distribution systems served under other WDAT interconnection facilities agreements or service agreements, any generating facilities, other Distribution Provider facilities, or any facilities served by other electric utilities without receiving prior review and authorization from Distribution Provider. If Distribution Customer fails to comply with the requirements set forth in this Section 4, then, Distribution Provider shall have the right to terminate this Agreement, subject to Commission acceptance or approval.

6. Any notice or request made to or by either Party regarding this Service Agreement shall be made to the representative of the other Party as indicated below.

Distribution Provider:

Distribution Customer:

City of Moreno Valley
City Manager’s Office
Attn: City Manager
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14177 Frederick Street
Moreno Valley, CA 92552-0805
Telefax No. (909) 413-3000
Telephone No. (909) 413-3750

7. The Tariff and attached Specifications For Wholesale Distribution Service are incorporated herein and made a part hereof.

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IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be executed by their respective authorized officials.

Distribution Provider:

By: /s/ Jill P. Horswell Director of Contracts & Reliability Standards Operations
July 28, 2014
Jill P. Horswell Title Director of Contracts &
Reliability Standards
Operations
Date

Distribution Customer:

By: /s/ Thomas M. DeSantis Assistant City Manager August 12, 2014 [Signer’s Name]Thomas M.

DeSantis
Title Date

Approved as to Form
Date 8-11-14
By /s Suzanne Bryant
City Attorney
Moreno Valley
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SPECIFICATIONS FOR WHOLESALE DISTRIBUTION SERVICE

l. Term of Transaction: See Section 4 of the Service Agreement Service Commencement Date: See Section 4 of the Service Agreement Termination Date: See Section 4 of the Service Agreement

2. For a Resource connected to the Distribution Provider’s Distribution System, a description of capacity and energy to be transmitted by Distribution Provider and , a five year forecast of monthly Generation:, and quantity of Contract Demand, if any: Not applicable.

3. Point of Receipt: The 500kV ties to the 500/115kV transformersISO Grid at the Distribution Provider’sProvider's Valley SubstationSubstation’s 500 kV bus.

Point of Delivery: The point where the conductors of SCE’s Hammock 34.5 kV line are attached to Moreno Valley’s 34.5 kV line at the Last Structure,Distribution Provider's interconnection with the Distribution Customer as defineddescribed in Exhibit B of the IFA. between Distribution Provider and the Distribution Customer.

Receiving Party: The City of Moreno ValleyDistribution Customer.

4. Description of Wholesale Distribution Load at the Point of Delivery (including a five year forecast of monthly load requirements): Electric energy delivered by the Distribution Provider at 34.5kV for use to serve Distribution Customer’s Wholesale Distribution Load at the San Michele Road WDAT Load Project, as defined in the IFA between Distribution Provider and Distribution Customer.

5. Interruptible Wholesale Distribution Load amount (summer and winter), location and conditions/limitations (five year forecast): None.

6. For Resources, the maximum amount of capacityCapacity and energy to be transmitted.

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6.1 For Resources:

Generation: 0.0 MW.

Contract Demand (if applicable):

As-Available Charging Distribution Service: Not Applicable.

Firm Charging Distribution Service: Not Applicable.

6.2 For Wholesale Distribution Load, the estimated peak load for informational purposes only: 3,000 kW for 2014, 5,000 kW for 2015, 8,000 kW for 2016 and 10,000 kW for 2017. 2021, 3,000 kW for 2022, 4,000 kW for 2023, and 7,000 kW for years 2024 through 2029. The Contract Demand is 7,000 kW and is subject to increase based on increases to Distribution Customer’s Wholesale Distribution Load. The Distribution Customer is required to submit a revised five-year Wholesale Distribution Load forecast each year to the Distribution Provider.

7. Direct Assignment Facilities: The Interconnection Facilities described in the IFA between Distribution Provider and Distribution Customer.

8. Distribution System Upgrades required prior to the commencement of service: None.

9. Real Power Loss Factors: 2.2275 %

10. Power Factor: The Distribution Customer is required to maintain its power factor within a range of 0.95 lagging to 0.95 leading (or, if so specified in the Service Agreement, a greater range), pursuant to Good Utility Practice. This provision recognizes that a Distribution Customer may provide reactive power support in accordance with Section 12.10 (Self Provision of Ancillary Services), of this Tariff. The operating power factor at the Point of Receipt shall be at unity unless Distribution Customer is otherwise notified by the Distribution Provider to Formatted: Underline
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maintain a specified voltage schedule while operating within the power factor range as specified above.

For Distribution Service to Charging Capacity from ISO Grid.

11.1 Monthly Customer Charge: $6.71

11.1.1 Wholesale Distribution Load (if applicable): $10.05/month.

11.211.1.2 Charging Distribution Service (if applicable): Not Applicable.

11.2 Monthly Charge.

11.2.1 Wholesale Distribution Load (if applicable):

11.2.1.1 Demand Charge: The Demand Charge is the product of the Demand Rate expressed as $/kW-mo and the monthly Billing Demand expressed in kW.

11.2.1.2 The Demand Rate is $1.942.65/kW per month.

11.2.21.3 Billing Demand is the higher of the metered demand or the contract demand. The metered demand is the hourly demand averaged over 15 or 5-minute intervals, summed for a month and expressed in kilowatts. The metered demand is rounded to the nearest kW. The Distribution Provider will meter the Distribution Customer's demand using a 15-minute interval under normal conditions. If such demand is intermittent or subject to violent fluctuations, a 5- Formatted: Underline
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minute interval may be used. The contract demandContract Demand is 1,000 kwas set forth in Section 6.2 above.

11.2.2 Monthly Charge for Charging Distribution Service (if applicable):

11.2.2.1 As-Available Charging Distribution Service: Not Applicable.

Monthly Charge = Metered energy usage for the month (kWh) * Energy Charge Rate ($/kWh)]
As-Available Energy Charge Rate: Per the Tariff for Service Level:

Not Applicable.

Crediting provisions of Section 7.2.2.3 of Attachment K apply (check one):
☐ Yes
☐ No

11.2.2.2 Firm Charging Distribution Service: Not Applicable.

Monthly Charge = Contract Demand * Demand Charge Rate
Demand Charge Rate: Per the Tariff for Service Level: Not Applicable.

11.3 Facilities Charge: The monthly Interconnection Facilities Charge, as provided for under the IFA.

11.4 System Impact and/or Facilities Study Charge(s) (if not otherwise set forth in Attachment I to the Tariff): None.

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13. Operating conditions and/or limitations relating to As-Available Charging Distribution Service: Not Applicable.

14. If a Distribution Customer has Charging Capacity and retail load at the same site, the meters shall be configured to meter the retail load separately from the Charging Capacity.

15. A Distribution Customer subject to CMS requirements, or its successor, will be permitted to collect, capture, and retain all data transmitted by the Distribution Provider to the Distribution Customer via a remote terminal unit (RTU). All such data retained by the Distribution Customer shall be the property of the Distribution Customer.

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Report to City Council

ID#5891 Page 1
TO: Mayor and City Council

FROM: Aldo Schindler, Assistant City Manager

AGENDA DATE: July 5, 2022

TITLE: RESOLUTION DECLARING PURSUANT TO
GOVERNMENT CODE § 54221 THAT THE REAL

PROPERTY IDENTIFIED AS ASSESSOR PARCEL
NUMBERS 308 -030-018 AND 308 -030-019 ARE

DESIGNATED AS EXEMPT SURPLUS LAND AND

FINDING THAT SUCH DECLARATION IS EXEMPT FROM

ENVIRONMENTAL REVIEW UNDER THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT

RECOMMENDED ACTION
Recommendation:

1. Approve a Resolution declaring pursuant to California Government Code Section 54221 that the Subject Property identified as APNs 308 -030-018 and 308 -030- 019 are designated as “exempt surplus land” and finding that such declaration is exempt from environmental review under the California Environmental Quality Act.

SUMMARY

The attached Resolution concerns two (2) parcels of real property identified as APNs 308-030-018 and 308 -030-019. Both parcels are owned in fee by the City of Moreno Valley (“City”), collectively consisting of approximately 2.14 -acres, as more parti cularly described in Exhibit “A” and depicted in Exhibit “B” attached to the Resolution (“Subject Property”). Pursuant to the California Surplus Land Act (“SLA”), as set forth in Government Code sections 54220-54333 and the SLA Guidelines as established by the California Department of Housing and Community Development (“HCD”), before the City may dispose of the Subject Property, it must first declare the Subject Property as being either “surplus land” or “exempt surplus land.” “Disposing” of surplus propert y includes selling, transferring, donating, and in some cases leasing surplus land to another public agency. The purpose of the attached Resolution is to declare the Surplus A.15
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Property as “exempt surplus land” under the auspices of the SLA and the SLA Guidelines.

DISCUSSION

Generally, when the City Council declares real property “surplus land,” it must send a Notice of Availability ("NOA") to local public entities within the City, "housing sponsors," and HCD, noting that the surplus land can be used "for th e purpose of developing low - and moderate-income housing”. If the City receives a Notice of Interest within 60 days of the issuance of the NOA, it must engage in good faith negotiations with the responding party for at least a 90- day period.

On the othe r hand, if the subject real property is declared to be “exempt surplus land,” at a City Council meeting, based on findings supporting such designation that are consistent with the definition of “exempt surplus land” as specified in the SLA and SLA Guidelines, the City may bypass the NOA process and depose of the exempt surplus land by sale, lease, etc. However, a copy of the written findings for such an exemption determination must be sent to HCD by the City at least 30 days before a sale of the subject “exempt surplus land.”

The Subject Property qualifies for designation as “exempt surplus land” under the SLA and SLA Guidelines in that the plan is to transfer title to the Subject Property to the Riverside Community College District (“District”) for the de velopment of student housing by the District for the District’s students. Moreover, the Subject Property is not necessary for the City’s use since the Subject Property is not being currently used, nor is there any written plan adopted by the City that wou ld indicate that the Subject Property is planned to be used for any City work or operations now or in the future.

Basically, if the Resolution is approved, this will confirm that the Subject Property is “exempt surplus land” in that it is not necessary for the City’s use or operations now or in the future, which will allow the City to sell the Subject Property to the District for the development of student housing, after providing the requisite 30-days’ notice to HCD.

The adoption of the Resolution qualifi es as a Class 12 exemption pursuant to CEQA Guidelines section 15312 (Surplus Government Property Sales) since the Subject Property is not located in an area of statewide, regional, or areawide concerns as identified in CEQA Guidelines Section 15206(b)(4).

ALTERNATIVES

1. Approve the attached Resolution declaring, pursuant to California Government Code section 54221, that the Subject Property identified as APNs 308 -030-018 and 308-030-019 are designated as “exempt surplus land” and not necessary for the City’s use at this time, nor is there any written plan adopted by the City that would indicate that the Subject Property is planned to be used for City work or operations, and finding that such declaration is exempt from environmental review under the Californ ia Environmental Quality Act. Staff recommends this alternative since it will allow the Riverside Community College District to provide A.15
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housing to serve the needs of Moreno Valley College students who are experiencing housing insecurity and/or the threat of homelessness.

2. Do not approve the Resolution and retain ownership of the Subject Property.

Staff does not recommend this alternative since it will deprive the Riverside Community College District with a feasible means for providing housing for Moreno Valley College students who are experiencing housing insecurity and/or the threat of homelessness.

FISCAL IMPACT

Because the recommended action is a preliminary step required prior to authorizing a purchase and sale agreement between the City of Moreno Val ley and the Riverside Community College District, the recommended action does not have a fiscal impact. If, however, the attached Resolution is approved and a purchase and sale agreement is subsequently considered by the City Council, there will be a fisc al impact analysis provided in the respective staff report that will reflect the sales proceeds the City will receive from the district, plus the savings the City will incur after the City relinquishes all its maintenance and security obligations related to the Subject Property to the District.

NOTIFICATION

The public has been notified through the publication of the agenda.

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Aldo E. Schindler Brian Mohan
Assistant City Manager Assistant City Manager/CFO/City Treasurer

CITY COUNCIL GOALS
Public Safety. Provide a safe and secure environment for people and property in the community, control the number and severity of fire and hazardous material incidents, and provide protection for citizens who live, work and visit the City of Moreno Valley.

Positive Environment. Create a positive environment for the development of Moreno Valley's future.

Community Image, Neighborhood Pride and Cleanliness . Promote a sense of community pride and foster an excellent image about our City by developing and executing programs which will result in quality development, enhanced neighborhood preservation efforts, including home rehabilitation and neighborhood restoration.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development
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2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. Legal Descriptions for APNs 308-030-018 and 308-030-019

2. Resolution Declaring APNs 308-030-018 and 308-030-019 Exempt Surplus Property

APPROVALS

Budget Officer Approval ✓ Approved . 6/28/22 8:12 AM City Attorney Approval ✓ Approved .

City Manager Approval ✓ Approved . 6/28/22 9:07 AM A.15
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Attachment: Legal Descriptions for APNs 308-030-018 and 308-030-019 (5891 : RESOLUTION DECLARING PURSUANT TO GOVERNMENT CODE § 54221 THAT THE REAL PROPERTY A.15.a
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Attachment: Legal Descriptions for APNs 308-030-018 and 308-030-019 (5891 : RESOLUTION DECLARING PURSUANT TO GOVERNMENT CODE § 54221 THAT THE REAL PROPERTY

1 Resolution No. 2022-xx
Date Adopted: ______ __, 2022

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MORENO

VALLEY, CALIFORNIA, DECLARING PURSUANT TO GOVERNMENT
CODE SECTION 54221 THAT THE SUBJECT PROPERTY IDENTIFIED AS ASSESSOR PARCEL NUMBERS 308-030-018 AND 308-030-019 IS

DESIGNATED AS EXEMPT SURPLUS LAND AND FINDING THAT

SUCH DECLARATION IS EXEMPT FROM ENVIRONMENTAL REVIEW

UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT

WHEREAS, the City of Moreno Valley (“City”) is a municipal corporation and general law city organized pursuant to Article XI of the California Constitution; and

WHEREAS, the Riverside Community College District (“District”) is a public agency that oversees three colleges - Moreno Valley College, Norco College, and Riverside City College; and

WHEREAS, Moreno Valley College (MVC) is located at 16130 Lasselle Street, Moreno Valley, California 92551; and

WHEREAS, the District and specifically MVC expressed that in order “to serve the needs of Moreno Valley College students, especially those experiencing housing insecurity or homelessness, the District desires building student housing on or adjacent to the Moreno Valley College campus”; and

WHEREAS, in light of the foregoing, the District is interested in acquiring City - owned property adjacent to the Moreno Valley College campus, behind Fire Station 91 located on Lassalle Street, identified as APN #s: 308-030-018 and 308-030-019 (“Subject Property”); and

WHEREAS, the District further indicated that “ On-campus student housing will allow students to alleviate one of the barriers to the pursuit of higher education and will permit students to actively engage with the campus and local community. Furthermore, on-campus student housing will enhance the student learning environment an d become a transformative experience for students by enhancing student development and academic success”; and

WHEREAS, staff has determined that the Subject Property is not currently being used by the City, nor are they necessary for the City’s use now or in the foreseeable future or planned to be used under any written plan adopted by the Moreno Valley City Council; and

WHEREAS, there is no evidence that the Subject Property is planned to be used or is currently being used for any of the following: (a) utility sites, (b) watershed property, (c) for conservation purposes, (d) for demonstration, exhibition, or educational purposes related to greenhouse gas emissions, or (e) buffer sites near sensitive governmental A.15.b
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Attachment: Resolution Declaring APNs 308-030-018 and 308-030-019 Exempt Surplus Property [Revision 1] (5891 : RESOLUTION DECLARING 2 Resolution No. 2022-xx
Date Adopted: _______ __, 2022

uses, including, but not limited to, wastewater treatment plants; and

WHEREAS, staff has further determined that the Subject Property qualifies as “exempt surplus land” under California Government Code Section 54221(f)( 1)(D) in that the Subject Property constitutes s urplus land that the City of Moreno Valley plans to transfer to the District, a state agency, for the District’s use as on -campus affordable student housing for students experiencing housing insecurity and/or risk homelessness, that will allow students to alleviate one of the barrier s to the pursuit of higher education, in addition to enhancing the student learning environment that is critical to student development and academic success; and

WHEREAS, p ursuant to California Government Code Section 54221(f)( 1)(D), “exempt surplus land” includes “[s]urplus land that a local agency is transferring to another local, state, or federal agency for the agency’s use” and

WHEREAS, in light of the foregoing, by declaring the Subject Property “exempt surplus land,” it is not necessary that the City (before disposing of the surplus lands) to send a written notice of availability of the subject lands to certain entities, as described in Government Code section 54222.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MORENO VALLEY,

CALIFORNIA, DOES HEREBY FINDS, DETERMINES AND RESOLVES AS FOLLOWS:

Section 1. RECITALS

That the above recitals and the findings contained and referenced therein are true and correct and are incorporated herein by this reference.

Section 2. EXEMPT SURPLUS LANDS DECLARATION

That the Subject Property, identified as Assessor Parcel Numbers 3 08-030-018 and 308-030-019, as described in the legal descriptions attached hereto as Exhibit "A" and depicted in the map attached hereto as Exhibit "B", both of which are hereby incorporated herein by this reference, is hereby declared to constitute "Exe mpt Surplus Land" pursuant to California Government Code Section 54221(f)(1)(D), which defines “exempt surplus land” to include “[s]urplus land that a local agency is transferring to another local, state, or federal agency for the agency’s use.”

Section 3. FINDINGS

That the Subject Property, identified as Assessor Parcel Numbers 308 -030-018 and 308-030-019, qualifies as “exempt surplus land” under California Government Code Section 54221(f)( 1)(D) is based on the findings that the Subject Property will be transferred to the Riverside Community College District, a state agency, for the District’s plan to provide on -campus affordable student housing that will address issues students A.15.b
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Date Adopted: _______ __, 2022

are experiencing with housing insecurity and/or risk homelessness, that will allow students to alleviate one of the barriers to the pursuit of higher education, in addition to enhancing the student learning environment that is critical to student development and academic success.

Section 4. CITY COUNCIL REGULAR MEETING

That this Resolution was presented to the City Council at a noticed regular meeting on the City Council.

Section 5. CEQA EXEMPTION

That the adoption of this Resolution qualifies as a Class 12 exemption pursuant to CEQA Guidelines section 15312 (Surplus Government Property Sales) since the Subject Property is not located in an area of statewide, regional, or areawide concerns as identified in CEQA Guidelines Section 15206(b)(4).

Section 6. SEVERABILITY

That the City Council declares that, should any provision, section, paragraph, sentence or word of this Resolution be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words of this Resolution as hereby adopted shall remain in full force and effect.

Section 7. REPEAL OF CONFLICTING PROVISIONS

That all the provisions heretofore adopted by the City Council that are in conflict with the provisions of this Resolution, are hereby repealed.

Section 8. EFFECTIVE DATE

That this Resolution shall take effect immediately upon its adoption.

Section 9. CERTIFICATION

That the City Clerk shall certify to the passage and adoption of this Resolution, enter the same in the book for original resolutions of the City, and make a minute of passage and adoption thereof in the records of the proceedings of the City Council, in the minutes of the meeting at which this Resolution is passed and adopted.

Section 10. HOUSING AND COMMUNITY DEVELOPMENT

That a copy of this Resolution and related staff report shall be forwarded to the California Department of Housing and Community Development at least 30 days before A.15.b
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Date Adopted: _______ __, 2022

the sale of the Subject Property to the Riverside Community College District, as may be required by any applicable law or regulations.

APPROVED AND ADOPTED this 5th day of July 2022.

_______________________________
Dr. Yxstian A. Gutierrez
Mayor
City of Moreno Valley

ATTEST:

____________________________________
Brian Mohan, Acting City Clerk

APPROVED AS TO FORM:

____________________________________
Steven B. Quintanilla, Interim City Attorney

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Date Adopted: _______ __, 2022

RESOLUTION JURAT

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF MORENO VALLEY )

I, Brian Mohan, Acting City Clerk of the City of Moreno Valley, California, do hereby certify that Resolution No. 2022 -______ was duly and regularly adopted by the City Council of the City of Moreno Valley at a regular meeting thereof held on the 5th day of July 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

(Council Members, Mayor Pro Tem and Mayor)

___________________________________

CITY CLERK

(SEAL)
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Attachment: Resolution Declaring APNs 308-030-018 and 308-030-019 Exempt Surplus Property [Revision 1] (5891 : RESOLUTION DECLARING

6 Resolution No. 2022-xx
Date Adopted: ______ __, 2022

Exhibit A

Legal Descriptions
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Date Adopted: _______ __, 2022

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Attachment: Resolution Declaring APNs 308-030-018 and 308-030-019 Exempt Surplus Property [Revision 1] (5891 : RESOLUTION DECLARING 8 Resolution No. 2022-xx
Date Adopted: _______ __, 2022

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Date Adopted: _______ __, 2022

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Date Adopted: _______ __, 2022

Exhibit B

Maps

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Attachment: Resolution Declaring APNs 308-030-018 and 308-030-019 Exempt Surplus Property [Revision 1] (5891 : RESOLUTION DECLARING

Report to City Council

ID#5886 Page 1
TO:

FROM: Michael Lloyd, Public Works Director/City Engineer

AGENDA DATE: July 5, 2022

TITLE: PEN19-0168 (TR 32408) - APPROVE TRACT MAP 32408

LOCATED AT THE NORTHWEST CORNER OF BAY
AVENUE AND MORENO BEACH DRIVE. DEVELOPER:

KB HOME COASTAL INC., A C ALIFORNIA

CORPORATION

RECOMMENDED ACTION
Recommendations:

1. Approve Tract Map 32408.

2. Authorize the City Clerk to sign the map and transmit said map to the County Recorder’s Office for recordation.

SUMMARY

This report recommends approval of Tract Map 3 2408, which is owned by KB Home Coastal Inc., a California Corporation. Tract Map 32408 will subdivide one (1) lot into 80 residential lots and is located at the northwest corner of Bay Avenue and Moreno Beach Drive.

DISCUSSION

On September 28, 2006, th e Planning Commission of the City of Moreno Valley approved Tentative Tract Map 32408. The project was subsequently approved for an additional extension of time. The second and final extension of time (PEN19 -0168) expired on September 28, 2021. However, the final map was submitted for review prior to the expiration date and is ready for City Council approval. The project involves the subdivision of one (1) 27.6-acre lot into 80 single -family residential lots located at the northwest corner of Bay Avenue and Moreno Beach Drive. The Agreement for Public Improvements was approved by the City on June 9, 2022. Tract Map 32408 is in A.16
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substantial conformance with the approved Tentative Tract Map. The developer has requested that the final map be approved for recordation. Due to the size of the final map, it is not attached to this report. However, the map is available for review at the Public Works/Land Development counter at City Hall.

ENVIRONMENTAL

On September 28, 2006 , the Planning Commission of the City of Moreno Valley approved Tentative Tract Map 32408. In accordance with the California Environmental Quality Act (CEQA) Guidelines, the Planning Commission determined that the project would not result in significant impacts to the environment and ado pted a Negative Declaration under the provisions of CEQA.

ALTERNATIVES

1. Approve and authorize the recommended actions as presented in this staff report.

Staff recommends this alternative as it will allow the tract map to be recorded and allow the project to move forward with development of residential property and adjacent improvements.

2. Do not approve and do not authorize the recommended actions as presented in this staff report. Staff does not recommend this alternative as it will not allow the tract map to be recorded and not allow the project to move forward with development of residential property and adjacent improvements.

FISCAL IMPACT

No fiscal impact is anticipated.

NOTIFICATION

Publication of agenda.

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Hoang Nguyen, P.E. Michael Lloyd, P.E.

Associate Engineer II Public Works Director/City Engineer

Concurred By: Concurred By:

Clement Jimenez, P.E. Melissa Walker, P.E.

Principal Engineer Engineering Division Manager/Assistant City Engineer

CITY COUNCIL GOALS
Public Facilities and Capital Projects . Ensure that needed public facilities, roadway improvements, and other infrastructure improvements are constructed and maintained.

CITY COUNCIL STRATEGIC PRIORITIES
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1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

Objective 4.2: Develop and maintain a comprehensive Infrastructure Plan to invest in and deliver City infrastructure.

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. Vicinity Map - PEN19-0168 (TR 32408)

APPROVALS

Budget Officer Approval ✓ Approved . 6/28/22 7:55 AM City Attorney Approval ✓ Approved .

City Manager Approval ✓ Approved . 6/28/22 9:14 AM A.16
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CITY OF MORENO VALLEY

PUBLIC WORKS DEPARTMENT - LAND DEVELOPMENT

PEN19-0168 (TR 32408)
Final Map

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Attachment: Vicinity Map - PEN19-0168 (TR 32408) (5886 : PEN19-0168 (TR 32408) - APPROVE TRACT MAP 32408 LOCATED AT THE

Report to City Council

ID#5887 Page 1
TO:

FROM: Michael Lloyd, Public Works Director/City Engineer

AGENDA DATE: July 5, 2022

TITLE: PEN19-0244 (TR 33436) - APPROVE TRACT MAP 33436

LOCATED AT THE NORTHWEST CORNER OF
IRONWOOD AVENUE AND LASSELLE STREET.

DEVELOPER: KB HOME COASTAL INC., A CALIFORNIA

CORPORATION

RECOMMENDED ACTION
Recommendations:

1. Approve Tract Map 33436.

2. Authorize the City Clerk to sign the map and transmit said map to the County Recorder’s Office for recordation.

SUMMARY

This report recommends approval of Tract Map 33436, which is owned by KB Home Coastal Inc., a California Corporation. Tract Map 33436 will subdivide two (2) lots into 104 residential lots and is located at the northwest corner of Ironwood Avenue and Lasselle Street.

DISCUSSION

On March 23, 2006 , the Planning Commission of the City of Moreno Valley approved Tentative Tract Map 33436. The project involves the subdivision of two (2) 34.61 acre lots (gross) into 104 single-family residential lots located at the northwest corner of Ironwood Avenue and Lasselle Street. The Agreement for Public Improvements is anticipated to be approved by the City by July 5, 2022 . Tract Map 33436 is in substantial conformance with the approved Tentative Tract Map. The developer has requested that the final map be app roved for recordation. Due to the size of the final map, it is not attached to this report. However, the map is available for review at the A.17
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Public Works/Land Development counter at City Hall.

ENVIRONMENTAL

On March 23, 2006 , the Planning Commission of the City of Moreno Valley approved Tentative Tract Map 33436. In accordance with the California Environmental Quality Act (CEQA) Guidelines, the Planning Commission determined that the project would not result in significant impacts to the environment and adopted a Negative Declaration under the provisions of CEQA.

ALTERNATIVES

1. Approve and authorize the recommended actions as presented in this staff report .

Staff recommends this alternative as it will allow the tract map to be recorded and allow the p roject to move forward with development of residential property and adjacent improvements.

2. Do not approve and do not authorize the recommended actions as presented in this staff report. Staff does not recommend this alternative as it will not allow the t ract map to be recorded and not allow the project to move forward with development of residential property and adjacent improvements.

FISCAL IMPACT

No fiscal impact is anticipated.

NOTIFICATION

Publication of agenda.

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Larry Gonzales Michael Lloyd, P.E.

Senior Engineer, P.E. Public Works Director/City Engineer

Concurred By: Concurred By:

Clement Jimenez, P.E. Melissa Walker, P.E.

Principal Engineer Engineering Division Manager/Assistant City Engineer

CITY COUNCIL GOALS
Public Facilities and Capital Projects . Ensure that needed public facilities, roadway improvements, and other infrastructure improvements are constructed and maintained.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development
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2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

Objective 4.2: Develop and maintain a comprehensive Infrastructure Plan to invest in and deliver City infrastructure.

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. Vicinity Map PEN19-0244 (TR 33436)

APPROVALS

Budget Officer Approval ✓ Approved . 6/28/22 7:55 AM City Attorney Approval ✓ Approved .

City Manager Approval ✓ Approved . 6/28/22 9:12 AM A.17
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CITY OF MORENO VALLEY

PUBLIC WORKS DEPARTMENT - LAND DEVELOPMENT

DIVISION

PEN19-0244 (TR 33436)
Final Map

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Attachment: Vicinity Map PEN19-0244 (TR 33436) (5887 : PEN19-0244 (TR 33436) - APPROVE TRACT MAP 33436 LOCATED AT THE

Report to City Council

ID#5855 Page 1
TO: Mayor and City Council Acting in its Capacity as
President and Members of the Board of Directors of the
Moreno Valley Community Services District (CSD)

FROM: Jeremy Bubnick, Parks & Community Services Director

AGENDA DATE: July 5, 2022

TITLE: APPROVE A FIVE (5) YEAR AGREEMENT WITH THINK
TOGETHER INC., TO OPERATE 21ST CENTURY

COMMUNITY LEARNING CENTERS GRANT SUMMER
PROGRAM FY 22/23 THRU FY 26/27

RECOMMENDED ACTION
Recommendations: That the CSD:

1. Approve a five (5) year agreement with Think Togeth er, Inc., for the operation of the 21st Century Community Learning Centers (21st CCLC) Supplemental Grant Summer Program at Edgemont Elementary School beginning with July 1, 2022, through June 30, 2027.

2. Authorize the Executive Director to execute the five (5) year Agreement with Think Together, Inc., for the operation of 21st CCLC Supplemental Grant Summer Program at Edgemont Elementary School, and issue required Purchase Order(s), Change Purchase Order(s) once the Agreement has been fully executed.

3. Authorize the Executive Director to execute any subsequent related Extensions or Amendments to the Agreement, subject to the approval of the City Attorney.

SUMMARY

This 21st CCLC supplemental grant funding, in partnership with Think Together, Inc. and Moreno Valley Unified School District (MVUSD), will allow the City to continue its summer expanded learning program at Edgemont Elementary school beginning in the summer of 2022 for approximately 125 students. Think Together and MVUSD were co- applicants in the C ity’s response to the California Department of Education (CDE) B.5
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request for applications for 21 st CCLC grant funding this past November of 2021. The City was notified of the CDE’s intent to award. The 21 st CCLC grant will be available for a five-year grant term beginning in FY 22/23.

Think Together, Inc. has been successfully operating the City’s current 21 st CCLC Supplemental Grant Summer Program at Edgemont Elementary since FY 2017/18. To ensure continuity of services, staff recommends approving this agree ment for the operation of the 21st CCLC program beginning in July of 2022 through June 30, 2027.

BACKGROUND

The 21 st CCLC Program was originally created in 1994 under the federal Elementary and Secondary Education Act (ESEA) and amended with the No Child Left Behind (NCLB) Act of 2001. This program was re -authorized for FY 2016/17 under the Every Student Succeeds Act (ESSA).

The State is responsible for providing the funding and monitoring the program outcomes. Program funding is used for the developing community learning centers which are established by public schools, consortia of schools, community -based organizations (CBO’s), and/or private schools, with the assistance of community partners. In summary, the community learning centers provide disadva ntaged students with academic support and educational enrichment opportunities to ensure they meet the state’s academic achievement standards.

Since 2017/18, the City has been partnering with Think Together, Inc. on the successful implementation of its current 21st CCLC program. Additionally, Think Together, Inc. has been a partner and provider of the City’s After School Education and Safety (ASES) Expanded Learning Program since 2011. Both programs have been successful because of Think Together, Inc.’s goal to provide high quality programming for all sites.

The ASES program currently serves students from kindergarten through eighth grades at 43 school sites in the MVUSD and Val Verde Unified School Districts (VVUSD). The program provides students with e xtended learning opportunities in a safe and constructive environment.

DISCUSSION

On November 16, 2021, the Moreno Valley Community Services District approved the City’s application for 21 st CCLC program funding, in collaboration with Think Together, Inc. and MVUSD who served as co-applicants. The CDE notified the City of its intent to award $50,000 in supplemental grant funds for 21 st CCLC programs effective FY 2022/23. This is a five -year federal grant which will be allocated in annual increments, to be used for supplemental summer program services at Edgemont Elementary beginning in the summer of 2022.

With this funding and approval of the agreement with Think Together, Inc., the City can continue its existing supplemental program, which serves appr oximately 125 students during the summer, at Edgemont Elementary School located in the MVUSD.

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ALTERNATIVES

1. Approve the recommended actions as presented in this staff report. Staff recommends this alternative as it will have a positive impact on the community by providing summer academic enrichment opportunities to children.

2. Do not approve the recommended actions as presented in this staff report.

Staff does not recommend this alternative.

FISCAL IMPACT

The 21 st CCLC Supplemental Grant will fund all summer program expenditures at 100 percent for the next five years. 21st CCLC Supplemental Grant funds are restricted to the summer program as designated in the application. There is no impact to the General Fund. Think Together, Inc., will provide cas h or in -kind local funds for any match requirement as determined by the award contract. Funding will be budgeted in the 2300 Fund Operating Budget.

Description Fund GL Account No. Type
(Rev/Exp)
FY 22/23
Budget
Proposed
Adjustments
FY 22/23
Amended
Budget
Receipt of Grant 21st CCLC 2300-50-92-75014-485000 Rev $33,750 $16,250 $50,000 Administration 21st CCLC 2300-50-92-75014-various Exp $1,698 $802 $2,500 Contract Services 21st CCLC 2300-50-92-75014-625099 Exp $32,053 $15,447 $47,500

FY 23/24 through FY 26/27 (Next 4 years)

Description Fund GL Account No. Type
(Rev/Exp) FY Budget
Receipt of Grant 21st CCLC 2300-50-92-75014-485000 Rev $50,000 Administration 21st CCLC 2300-50-92-75014-various Exp $2,500 Contract Services 21st CCLC 2300-50-92-75014-625099 Exp $47,500

NOTIFICATION

Posting of the Agenda

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Patty Yhuit Jeremy Bubnick
Senior Management Analyst Director of Parks & Community Services

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CITY COUNCIL GOALS
Revenue Diversification and Preservation. Develop a variety of City revenue sources and policies to create a stable revenue base and fiscal policies to support essential City services, regardless of economic climate.

Public Safety. Provide a safe and secure environ ment for people and property in the community, control the number and severity of fire and hazardous material incidents, and provide protection for citizens who live, work and visit the City of Moreno Valley.

Positive Environment. Create a positive enviro nment for the development of Moreno Valley's future.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

Objective 6.2: Improve health, wel lness and fitness for Moreno Valley youth through recreation and sports programs.

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. Think Together_Agreement_21ST CCLC 22-23_Exec

APPROVALS

Budget Officer Approval ✓ Approved . 6/28/22 7:43 AM City Attorney Approval ✓ Approved .

City Manager Approval ✓ Approved . 6/28/22 9:09 AM B.5
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1 Moreno Valley Community Services District of the City of Moreno Valley

AGREEMENT FOR ON-SITE AND/OR PROFESSIONAL SERVICES

This Agreement is made by and between the Moreno Valley Community Services District of the City of Moreno Valley, with its principal place of business at 14075 Frederick Street, Moreno Valley, CA 92553, hereinafter referred to as the “CSD”, and THINK Together, Inc., a California non-profit corporation, with its principal place of business at 2101 E. Fourth Street, Ste. 200B, Santa Ana, CA 92705, hereinafter referred to as the “Contractor,” based upon CSD policies and the following legal citations:

RECITALS

A. Government Code Section 53060 authorizes the engagement of persons to perform special services as independent contractors.

B. Contractor desires to perform and assume responsibility for the provision of professional summer learning program contracting services required by the CSD on the terms and conditions set forth in this Agreement. Contractor represents that it is experience d in providing professional summer learning program contracting services, is licensed in the State of California, if applicable.

C. CSD desires to engage Contractor to render such services for summer learning programs as set forth in this Agreement.

D. The public interest, convenience, necessity, and general welfare will be served by this Agreement; and
E. This Agreement is made and entered into effective the date the CSD signs this Agreement.

TERMS

1. CONTRACTOR INFORMATION:

Contractor’s Name: THINK Together, Inc.

Address: 2101 E. Fourth Street, Ste. 200B
City: Santa Ana State: CA Zip: 92705
Business Phone: 714-543-3807 Fax No. 714-543-3852
Other Contact Number: ____________________________
Business License Number: 26278
Federal Tax I.D. Number: 33-0781751

2. CONTRACTOR SERVICES, FEES, AND RELEVANT DATES:

A. The Contractor’s scope of service is described in Exhibit “A” attached hereto and incorporated herein by this reference.

B. The CSD’s responsibilities, other than payment, are described in Exhibit “B” attached hereto and incorporated herein by this reference.

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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 2 C. Payment terms are provided in Exhibit “C” attached hereto and incorporated herein by this reference.

D. The term of this Agreement shall be from July 1, 2022 to June 30, 2027, unless terminated earlier as provided herein . The agreement is coterminous with and subject to the CSD’s receipt of 21 st Century Community Learning Centers ( 21st CCLC) program supplemental grant funding. The CSD acknowledges that it will not unreasonably withhold approval of the Contractor’s requests for extensions of time in which to complete the work required. The Contractor shall not be responsible for performance delays caused by others or delays beyond the Contractor’s reasonable control (excluding delays caused by non- performance or unjustified delay by Contractor, his/her/its employees, or subcontractors), and such delays shall extend the time for performance of the work by the Contractor.

3. STANDARD TERMS AND CONDITIONS:

A. Control of Work. Contractor is solely responsible for the content and sequence of the work, and will not be subject to control and direction as to the details and means for accomplishing the anticipated results of services. The CSD will not provide any training to Contractor or his/her/its employees.

B. Intent of Parties. Contractor is, and at all times shall be, an independent contractor and nothing contained herein shall be construed as making the Contractor or any individual whose compensation for services is paid by the Contractor, an agent or employee of the CSD , or authorizing the Contractor to create or assume any obligation or liability for or on behalf of the CSD, or entitling the Contractor to any right, benefit, or privilege applicable to any officer or employee of the CSD.

C. Subcontracting. Contractor may r etain or subcontract for the services of other necessary contractors with the prior written approval of the CSD. Payment for such services shall be the responsibility of the Contractor. Any and all subcontractors shall be subject to the terms and conditi ons of this Agreement, with the exception that the CSD shall have no obligation to pay for any subcontractor services rendered. Contractor shall be responsible for paying prevailing wages where required by law [See California Labor Code Sections 1770 through 1777.7].

D. Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of CSD.

E. Substitution of Key Personnel. Contractor has represented to CSD that certain key personnel will perform and coordinate the services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of CSD. In the event that CSD and Contractor cannot agree as to the substitution of key personnel, CSD shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the s ervices in a manner acceptable to the CSD, or who are determined by the CSD to be uncooperative, incompetent, a threat to the adequa te or timely completion of the p roject or a threat to the safety of persons or property, shall be promptly removed from the project by the Contractor at the request of the CSD. The key personnel for performance of this Agreement are as follows: Randy Barth, Founder & Chief Executive Officer.

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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 3 F. CSD’s Representative. The CSD hereby designates the Executive Director of the CSD, or his or her designee, to act as its representative for the performance of this Agreement (“CSD’s Representative”). Contractor shall not accept direction or orders from any person other than the CSD’s Representative or his or her designee.

G. Contractor’s Representative. Contractor hereby designates Randy Barth, Founder & Chief Executive Officer, or his or her designee, to act as its representative for th e performance of this Agreement ( “Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the services under this Agreement.

H. Legal Considerations. The Contractor shall comply with applicable federal, state, and local laws in the performance of this Agreement. Contractor shall be liable for all violations of such laws and regulations in connection with s ervices. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the CSD, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold CSD, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

I. Standard of Care; Performance of Employees. Contractor shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the profession necessary to perform the s ervices. Contract or warrants that all employees and subcontractor shall have sufficient skill and experience to perform the s ervices assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally re quired to perform the services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee of the Contractor or its subcontractors who is determined by the CSD to be uncooperative, incompetent, a threat to the adequa te or timely completion of the project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the s ervices in a manner acceptable to the CSD, shall be promptly removed from the project by the Contractor and shall not be re-employed to perform any of the services or to work on the project.

J. Contractor Indemnification. Contractor shall indemnify, defend and hold the City of Moreno Valley (hereinafter referred to as the “City”), the Moreno Valley Housing Authority, and the Moreno Valley Com munity Services District (CSD), their officers, agents and employees harmless from any and all claims, damages, losses, causes of action and demands, including, without limitation, the payment of all consequential damages, expert witness fees, reasonable attorney’s fees and other related costs and expenses , incurred in connection with or in any manner arising B.5.a
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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 4 out of Contractor’s performance of the work contemplated by this Agreement and this Agreement. Acceptance of this Agreement signifies that the Contractor is not covered under the CSD ’s general liability insurance, employee benefits, or worker’s compensation. It further establishes that the Contractor shall be fully responsible for such coverage. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees.

K. Additional Indemnity Obligations. Contractor shall defend, with counsel of CSD’s choosing and at Contractor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section “J” that may be brought or instituted against the City, the Moreno Va lley Housing Authority, and the CSD, and their officers, agents and employees. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse CSD for the cost of any settlement paid by the City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees a s part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for CSD’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse the City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

L. Insurance Requirements. The Contractor will comply with the following insurance requirements at its sole expense. Insurance companies shall be rated (A Minus:

VII—Admitted) or better in Best’s Insurance Rating Guide and shall be legally licensed and qualified to conduct business in the State of California:

The Co ntractor shall procure and maintain, at its sole expense, Workers’ Compensation Insurance in such amounts as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor and the C ity, the Housing Authority and CSD against any loss, claim, or damage arising from any injuries or occupational diseases happening to any worker employed by the Contractor in the course of carrying out the Agreement. This coverage may be waived if the Contractor is determined to be functioning as a sole proprietor and the CSD provided form “Exception to Worker’s Compensation Coverage” is signed, notarized and attached to this Agreement

 General Liability Insurance—to protect against loss from liability imposed by law for damages on account of bodily injury, including death, and/or property damage suffered or alleged to be suffered by any person or persons whomever, resulting directly or indirectly from any act or activities of the Contractor, sub- Contractor, or any person acting for the Contractor or under its control or direction.

Such insurance shall be maintained in full force and effect throughout the terms of the Agreement and any extension thereof in the minimum amounts provided below:

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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 5 Bodily Injury $1,000,000 per occurrence/ $2,000,000 aggregate Property Damage $500,000 per occurrence/ $500,000 aggregate

 Professional Errors and Omission Insurance —such coverage shall not be less than $1,000,000 per claim and aggregate.

 Liability and Property Damage Insurance coverage for owned and non- owned automotive equipment operated on City/CSD/ Housing Authority premises. Such coverage limits shall not be less than $1,000,000 combined single limit.

 A Certificate of Insurance and appropriate additional insured endorsement evidencing the above applicable insurance coverage shall be submitted to the CSD prior to the execution of this Agreement. The Certificate of Insurance or an appropriate binder shall bear an endorsement containing the following provisions:

Solely as respect to services done by or on behalf of the named insured fo r the CSD, it is agreed that the City of Moreno Valley, the Moreno Valley Housing Authority, and the Moreno Valley Community Services District, their officers, employees and agents are included as additional insured under this policy and the coverage(s) provided shall be primary insurance and not contributing with any other insurance available to the City of Moreno Valley, the Moreno Valley Housing Authority, and the Moreno Val ley Community Services District, its officers, employees and agents, under any third party liability policy

The terms of the insurance policy or policies issued to provide the above coverage shall neither be amended to reduce the required insurance limits and coverages nor shall such policies be canceled by the carrier without thirty (30) days prior written notice by certified or registered mail of amendment or cancellation to the CSD , except that cancellation for non- payment of premium shall require ten (10) days prior written notice by certified or registered mail. In the event the insurance is canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in the amounts established.

M. Intellectual Property. Any system or documents developed, produced or provided under this Agreement, including any intellectual property discovered or developed by Contractor in the course of performing or otherwise as a result of its work, shall become the sole property of the CSD unless explicitly stated otherwise in this Agreement. The Contractor may retain copies of any and all material, inclu ding drawings, documents, and specifications, produced by the Contractor in performance of this Agreement. The CSD and the Contractor agree that to the extent permitted by law, until final approval by the CSD, all data shall be treated as confidential and will not be released to third parties without the prior written consent of both parties.

N. Entire Agreement. This Agreement constitutes the entire agreement between the parties. There are no understandings, agreements, or representations of warranties, expressed or implied, not specified in this Agreement. This Agreement applies only to the current proposal as attached. This Agreement may be modified or amended B.5.a
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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 6 only by a subsequent written Agreement signed by both parties. Assignment of this Agreement is prohibited without prior written consent.

O. If either party makes a good faith, reasonable determination that the other party is in default of its obligations under this agreement, that party must provide the other with a written request to cure the default. If that party reasonably believes that the default has not been cured within thirty (30) days of such written request to cure, then that party shall have the right to immediately terminate this agreement upon written notification to the other.

P. (a) The CSD may terminate the whole or any part of this Agreement at any time without cause by giving at least thirty (30) days written notice to the Contractor.

The written notice shall specify the date of termination. Upon receipt of such notice, the Contractor may continue work through the date of termination, provided that no work or service(s) shall be commenced or continued after receipt of the notice which is not intended to protect the interest of the CSD. The CSD shall pay the Contractor within thirty (30) days after receiving any invoice after the date of termination for all non -objected to services performed by the Contractor in accordance herewith through the date of termination. Notwithstanding the foregoing, the CSD may terminate this agreement immediately upon notice of termination, suspension or cancellation of 21 st Century Community Learning Centers grant funding.
(b) Either party may terminate this Agreement for cause. In the event the CSD terminates this Agreement for cause, the Contractor shall perform no further work or service(s) under the Agreement unless the notice of termination authorizes such further work.
(c) If this Agreement is terminated as provided herein, the CSD may require the Contractor to provide all fini shed or unfinished documents and data and other information of any kind prepared by Contractor in connection with the performance of services under this Agreement. Contractor shall be required to provide such documents and other information within fifteen (15) days of the request. (d) In the event this Agreement is terminated in whole or in part as provided herein, CSD may procure, upon such terms and in such manner as it may determine appropriate, similar to those terminated.

Q. Payment. Payments to the Contractor pursuant to this Agreement will be reported to Federal and State taxing authorities as required. The CSD will not withhold any sums from compensation payable to Contractor. Contractor is independently responsible for the payment of all applicable taxes. Where the payment terms provide for compensation on a time and materials basis, the Contractor shall maintain adequate records to permit inspection and audit of the Contractor ’s time and materials charges under the Agreement. Such records shall be retained by the Contractor for three (3) years following completion of the services under the Agreement.

R. Restrictions on CSD Employees. The Contractor shall not employ any CSD employee or official in the work performed pursuant to this Agreement. No officer or employee of the CSD shall have any financial interest in this Agreement in violation of federal, state, or local law.

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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 7 S. Choice of Law and Venue . The laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement, and shall govern the interpretation of this Agreement. Any legal proceeding arising from this Agreement shall be brought in the appropriate court located in Riverside County, State of California.

T. Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

THINK Together, Inc.
2101 E. Fourth Street, Ste. 200B
Santa Ana, CA 92705
Attn: Randy Barth, Founder & CEO

CSD:

Moreno Valley Community Services District
14075 Frederick Street
P.O. Box 88005
Moreno Valley, CA 92552
Attn: Jeremy Bubnick, Director of Parks & Community Svcs

Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

U. Time of Essence. Time is of the essence for each and every provision of this Agreement.

V. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both parties.

X. No Third Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the parties.

Y. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

Z. Invalidity; Severability . If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of compet ent jurisdiction, the remaining provisions shall continue in full force and effect.

AA. Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the CSD. Any attempt to do so shall be null and void, B.5.a
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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 8 and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

1. CONTRACTOR shall be subject to the administrative, contractual, and legal remedies provided in the General Conditions in the event CONTRACTOR violates or breaches terms of the Agreement.

2. CSD may terminate the Agreement for cause or for convenience, and CONTRACTOR may terminate the Agreement, as provided the General Conditions.

3. CONTRACTOR shall comply with Executive Order 11246 of September 24, 1965, entitled Equal Employment Opportunity, as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60). (All construction contracts awarded in excess of $10,000 by CSD and/or subcontracts in excess of $10,000 entered into by CONTRACTOR.)

5. CONTRACTOR shall comply with the Davis-Bacon Act (40 U.S.C. 276a to 276a7) as supplemented by Department of Labor regulations (29 CFR Part 5).

6. CONTRACTOR shall comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327330) as supplemented by Department of Labor regulations (29 CFR Part 5).

7. CONTRACTOR shall observe CSD requirements and regulations pertaining to reporting included in the General Conditions.

8. Patent rights with respect to any discovery or invention which arises or is developed in the course of or under the Agreement shall be retained by the CSD.

9. Copyrights and rights in data developed in the course of or under the Agreement shall be the property of the CSD. FEMA/CalOES reserve a royalty- free, nonexclusive, irrevocable license to reproduce, publish or otherwise use or authorize to others to use for federal purposes a copyright in any work developed under the Agreement and/or subcontracts for work pursuant to the Agreement.

10. CONTRACTOR shall provide access by the CSD, the Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized B.5.a
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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 9 representatives to any books, documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions.

11. CONTRACTOR shall retain all required records for three years after the CSD makes final payments and all other pending matters relating to the Agreement are closed.

SIGNATURE PAGE TO FOLLOW

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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY B.5.a
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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 11 EXHIBIT A

SCOPE OF SERVICES

1. This Agreement between the CSD and the Contractor is for summer learning program services at Edgemont Elementary School , for the 21 st Century Community Learning Centers (21 st CCLC) program supplemental funding granted to the CSD by the California Department of Education (CDE).

2. The Contractor shall provide summer learning program services to approximately 125 students at Edgemont Elementary School.

3. The dates and times of programs shall be determined by the CSD and Contractor in consultation with the Moreno Valley Unified School District (MVUSD), but shall not operate less than six hours per day for at least 20 program days.

4. Program services must commence prior to June 30, 2023.

5. The Contractor shall develop a program plan in consultation with the CSD and MVUSD, based on the grant application that was submitted by the City of Moreno Valley on behalf of the parties as co-applicants.

6. All staff members required to deliver grant-funded activities will be employed by the Contractor, including any credentialed teachers.

7. The Contractor shall provide all necessary staff training and supervision for the program.

8. The Contractor shall purchase any all required materials and supplies, including bussing and admission fees for one (1) fie ld trip each fiscal year. Equipment and supplies purchased by the Contractor with 21 st CCLC grant funds shall be owned by the CSD.

9. The Contractor shall provide cash or in-kind local funds for the amount of any match requirement, as determined by the award contract.

10. The Contractor shall be responsible for completing and submitting all grant - related reports to the CSD ten (10) days prior to the due dates established by the CDE.

11. The Contractor shall maintain and provide access to all records used in the preparation of above reports for a period of five (5) years after the completion of the activities for which the funds were used.

12. The Contractor shall collaborate with the CSD on governance, operational management, and evaluation of the program, and ensure participation at any governance and operations meetings.

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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 12 EXHIBIT B
CSD – SERVICES TO BE PROVIDED TO CONTRACTOR

1. The CSD shall act as the lead fiscal and administrative agent with the CDE for operation of the 21st CCLC summer learning program.

2. The CSD shall assist in coordinating with MVUSD, as a co-applicant for this supplemental funding program, to provide the Contactor access to school facilities, including classrooms, cafeteria, and playground areas, necessary to conduct the summer learning program activities.

3. The CSD shall assist in coordinating with MVUSD to provide daily lunches for all program participants, planned and prepared by MVUSD nutrition services employees.

4. The CSD shall submit all required reports for the 21st CCLC program to the CDE in a timely manner and in compliance with stated deadlines.

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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 13 EXHIBIT C

TERMS OF PAYMENT

1. The Contractor's compensation shall not exceed $ 47,500 annually based on final award amounts from CDE.

2. The Contractor’s compensation shall only be paid out of funds received by the CSD from CDE, and only up to the limits of this agreement.

3. The Contractor will obtain, and keep current during the term of this Agreement, the required City of Moreno Valley business license. Proof of a current City of Moreno Valley business license will be required prior to any payments by the CSD. Any invoice not paid because the proof of a current City of Moreno Valley business license has not been provided will not incur any fees, late charges, or other penalties. Complete instructions for obtaining a City of Moreno Valley business license are located at:
https://moval.gov/departments/financial-mgmt-svcs/svc-biz-license.html

4. The Contractor will electronically submit an invoice to the CSD for summer learning services (J une through July) in two installments annually; one for services delivered through June 30 of that program year , along with documentation evidenc ing services completed to date, and one for services delivered on or after July 1 of that program year. The progress payment is based on actual time and materials expended in furnishing authorized professional services since the last invoice. At no time will the CSD pay for more services than have been satisfactorily completed and the CSD’s determination of the amount due for any progress payment shall be final. The Contractor will submit all original invoices to Accounts Payable staff at [email protected] Accounts Payable questions can be directed to (951) 413-3073.

Copies of invoices shall be submitted to the Parks & Community Services Department at:
[email protected] or calls directed to (951) 413-3726.

5. The Contractor agrees that CSD payments will be received via Automated Clearing House (ACH) Direct Deposit and that the required ACH Authorization form will be completed prior to any payments by the CSD . Any invoice not paid because the completed ACH Authorization Form has not been provided will not incur any fees, late charges, or other penalties. The ACH Authorization Form is located at:
https://moval.gov/city_hall/forms.html

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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY 14 6. The minimum information required on all invoices is:

A. Vendor Name, Mailing Address, and Phone Number
B. Invoice Date
C. Vendor Invoice Number
D. CSD-provided Reference Number (e.g. Project, Activity) E. Detailed work hours by class title (e.g. Manager, Technician, or Specialist), services performed and rates, explicit portion of a contract amount, or detailed billing information that is sufficient to justify the invoice amount; single, lump amounts without detail are not acceptable.

F. Backup documentation for all expenditures incurred including copies of pay stubs, receipts, invoices, cancelled checks, general ledgers, bank statements or other documentation to show proof of payment and or expenditure incurred.

7. The CSD shall pay the Contractor for all invoiced, authorized professional services within thirty (30) days of receipt of the invoice for same.

8. Reimbursement for Expenses . Contractor shall not be reimbursed for any expenses unless authorized in writing by the CSD.

9. Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement.

All such records shall be clearly identifiable. Contractor shall allow a representative of CSD during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

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Attachment: Think Together_Agreement_21ST CCLC 22-23_Exec (5855 : FIVE YEAR AGREEMENT THINK TOGETHER INC. FOR 21ST CENTURY

Moreno Valley City CouncilJuly 5, 2022

Moreno Valley City Council
July 5, 2022