AMENDMENT NO. 1
TO THE FACILITIES RELOCATION AGREEMENT
(RELOCATION UNDER SCE TARIFF RULE 20B-APPLICANT TO INSTALL
DUCTS/SUBSTRUCTURES)
This Amendment No. 1 to the FacilitiesRelocation Agreement {"Agreement"), is made and entered into this9th day of December, 2025, ("EffectiveDate") by and between the Cityof Newport Beach (the "Applicant")and Southern CaliforniaEdison Company, a Californiacorporation ("SCE").
The Applicant and SCE are hereinafter collectivelyreferred to as the "Parties."
RECITALS
WHEREAS, on or about December 13, 201 8. the Agreement was entered into and executed between the Applicant and SCE for the Rule 20B relocation of certain transmission facilities located along Jamboree Blvd.and Uptown Newport Drive;and WHEREAS, pursuant to the provisions set forth in Section 6 of the Agreement, the relocation cost was an estimate, and subject to change; and WHEREAS, for the reasons set forth herein, the Applicant and SCE desire to enter into this Amendment No. One [1],as set forth below.
AMENDMENT
NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements set forth herein, itis agreed the aforesaid Agreement, a copy of which is attached hereto as Exhibit A-1, and incorporated herein by reference, shall remain in fullforce and effectexcept as otherwise hereinafter provided. The amounts set forth herein are estimates only and are subject to change. Applicant agrees to pay any overage above and beyond the estimate amount upon being presented with a finalbill.
SECTION 2. RELOCATION PLANS
The Relocation Plans approved per the Agreement have been modified and are now reflected in the plans attached hereto as a revised Exhibit “B-l” to the Agreement.
SECTION 4. RELOCATION WORK
SCE shall not proceed with finalcut over work from Itsoverhead system to the new underground system which requires turning off power to Tower Jazz located at 4321 Jamboree Road, Newport Beach, Ca 92660, without written City authorization prior to the required shutdown. City willnot unreasonably withhold approval and understands that it will incur all costs incurred by SCE due to compliance with this requirement.
Except as provided in the above sentence, ailother provisions of Section 4 of the Agreement remain in full force and effect.
SECTION 6. INITIAL COST ESTIMATE. PAYMENT(S) AND RECONCILIATION Section 6(a) is hereby amended to read in itsentiretyas follows; Initial Cost Estimate. The total estimated cost for the Relocation Work for which the Applicant is responsible is $1,093,000 (the “InitialCost Estimate"). a.
Construction & Technical Support - Project Management
Rule 20B Agreement Amendment
Attachment A
The InitialCost Estimate does not include an Income Tax Component of Contribution (“ITCC") based on SCE’s understanding that this project isexempt from ITCC charges. In the event that the InternalRevenue Service,state,city,and/or localgovernmental taxing authority determines that thisprojectistaxable,the Applicant willreimburse SCE for the fullamount of the tax liability, plus interest,penalties,fees, and related costs. Such amounts willbe paid to SCE within 60 days after notificationof such event by SCE to the Applicant. By execution of this document, the Applicant hereby acknowledges that thisprojectisfunded by the Applicant.
Section 6(b) is hereby amended to read in itsentiretyas follows:
a. Prior Advances: Outstanding Balance. SCE has previously received an engineering advance from the Applicant in the amount of $144,000 and amount for long lead time items of $200,000 and project payment of $749,000, and an additional project payment of $300,000, which have been applied toward the total Initial Cost Estimate owed by the Applicant. Per this Amendment and revisionsto the plans, the InitialCost Estimate has been increased by $2,218,000 for a total new Initial Cost Estimate of $3,31 1,000. Thus, the totalremaining balance due to SCE at this time is $1,91 8,000 (the “Outstanding Balance")
b. Payment of Outstanding Balance. Concurrent with the Applicant’s execution and deliveryof thisAgreement, the Applicant shall pay to SCE the Outstanding Balance.
The Outstanding Balance shall be delivered to SCE at the address shown on the attached invoice and shall reference the following SCE Project FileNumber: Project #747. Notwithstanding any provision herein to the contrary,the Applicant acknowledges and agrees that SCE willnot begin the Relocation Work unless and until SCE has received the Outstanding Balance.
Reconciliation. The Partiesacknowledge that the InitialCost Estimate is validonly for a period of 90 days following the EffectiveDate, and that the costs associated with SCE’s performance of the Relocation Work could increase prior to SCE’s completion of the Relocation Work. Upon completion of the Relocation Work (or the cancellationof the Projector termination of this Agreement), the Applicant willbe responsible for paying the totalcosts and expenses actually incurred by SCE for which the Applicant is responsible under this Agreement in relationto implementation of the Relocation Plans. Thus, at the completion of the Relocation Work (or upon the cancellation of the Project or termination of thisAgreement), SCE willcalculate the total actual costs and expenses for which the Applicant is responsible hereunder, and the Applicant willbe provided with a finalinvoice identifyingsaid costs and expenses. The Applicant will be billedor refunded, as applicable,for any difference between the amounts paid by the Applicant hereunder and the actual costs and expenses incurred by SCE. Any amount owed to SCE shallbe due no laterthan 30 days afterthe Applicant’s receiptof the finalinvoice. Similarly, any amount owed by SCE to the Applicant shall be refunded by SCE to the Applicant within 30 days following SCE’s preparation and deliveryof the final invoice. c.
Ifthe Applicant failsto pay the finalinvoice within 30 days of receipt,the Applicant is responsible for paying to SCE, in addition to the invoiced amount, any and allcosts incurred by SCE to collectthe past due amount, including but not limited to, collectionagency fees and court costs, but excluding attorneys’ fees.
The Agreement as amended herein remains in fullforce and effect.
Rule 20B Agreement Amendment
IN WITNESS WHEREOF, thisAgreement and each and every term herein isagreed to by and between the undersigned.
CITY OF NEWPORT BEACH
a CaliforniaMunicipal Corporation
DATED: BY
Joe Stapleton
Mayor
ATTEST:
DATED: BY.
Lena Shumway
City Clerk
APPROVED AS TO FORM
CITY ATTORNEY’S OFFICE
DATED: ___
AaronC.H^pCity Attorne '
SOUTHERN CALIFORNIA EDISON COMPANY,
a Californiacorporation
DATED: BY
Anthony Montoya
Director-DistributionProgram & Project Mgmt
Construction & Technical Support - Project Management
Rule 20B Agreement Amendment
EXHIBIT A-1
FACILITY RELOCATION AGREEMENT (RELOCATION UNDER SCE TARIFF RULE 20B-
APPLICANT TO INSTALL DUCTS/SUBSTRUCTURES)
Construction & Technical Support - Project Management
Rule 20B Agreement Amendment
Exhibit A-1
FACILITIES RELOCATION AGREEMENT
(RELOCATION UNDER SCE TARIFF RULE 20B - APPLICANT TO INSTALL
DUCTS/SUBSTRUCTURES)
This FacilitiesRelocationAgreement (“Agreement")is made and entered intothis 13 day of December, 2018 (the “EffectiveDate") by and between Southern CaliforniaEdison Company, a Californiacorporation (“SCE").and the City of Newport Beach (the “Applicant”). SCE and the Applicant are sometimes individuallyreferred to herein as a “Party”and collectivelyas the“Parties”.
RECITALS
WHEREAS, the Applicant,as a public entity,is coordinatingwith the developer of a Residentialproject(the“Project")within thatarea generallydepicted inthe attached ExhibitA (the “ProjectLocation").
WHEREAS, SCE currently operates and maintains certain transmission, facilities (collectivelythe “SCE Facilities")within and proximate to the ProjectLocation.
WHEREAS, the Applicant has determined that implementation of the Project willrequire the relocationof portions of the SCE Facilitiesand. to that end, the Applicant has requested that SCE relocate some or all of the SCE Facilities.
WHEREAS, subject to the terms and provisions set forth herein. SCE iswillingand able to relocate the identified SCE Facilities in order to accommodate the Project.
NOW. THEREFORE. IT IS MUTUALLY AGREED BY AND BETWEEN THE APPLICANT AND SCE AS FOLLOWS:
AGREEMENT
1. SCOPE OF WORK
The Projectwillrequire that certain of SCE’s overhead transmission, facilitiesbe relocated underground (“theRelocation”).The Applicant hereby represents that the area to be undergrounded includes both sides of a street for at least one block or 600 feet,whichever is lesser,and allexisting overhead communication and electric distribution facilitieswithin the area willbe removed. The Relocation willbe performed in accordance with SCE’s Tariff Rule 20:
Replacement of Overhead with Underground ElectricFacilities,Section B (“Rule 20B”), which is incorporated herein by this reference. The Scope of Work for the Relocation is as follows:
Rule 20B conversion of overhead to underground relocation,which includes, but not limited to; two (2)TSP risersand two (2)vaults and removal of power poles on Jamboree Rd in conflictwith development west side of Jamboree Blvd@ FairchildRd in the City of Newport Beach.
2. RELOCATION PLANS
Approved Relocation Plans. In furtherance of the Applicant’s request, SCE has prepared certain plans/designs that identify(i)the SCE Facilitiesthat willbe impacted by the Project and (ii)the relocation areas for the affected SCE Facilities(the “Relocation Plans").
Copies of the Relocation Plans are attached hereto as ExhibitB. The Applicant expressly acknowledges that (a)ithas reviewed and approved the Relocation Plans and (b) the Relocation Plans do not present any conflictswith the Applicant’sdevelopment plans for the Project,nor a.
Rule 20B - Applicant to InstallDucts/Substructures
Revision Date;
March 2016
do the RelocationPlans conflictwith any other non-SCE utilitiesthat are located, or willbe located,inthe ProjectLocation.Itisthe Applicant’ssole responsibilityto ensure that no conflicts exist between the Relocation Plans and the Applicant’s development plans or other non-SCE utilities,and to timely inform SCE of the need for any refinements, modifications revisionsto the Relocation Plans to resolveany such conflictsthat may laterarise,allin accordance with subsections (b)- (d)below.
or
Refinements to Plans. Depending upon the design statusof the Project as of the EffectiveDate, the Partiesacknowledge that refinements and/or adjustments to portions of the Relocation Plans may be required in order to eliminate minor conflicts. In such instance,SCE shallprepare such refinements to the RelocationPlansas may be necessary in order to address/eliminate said conflicts. The refined Relocation Plans shallbe presented to the Applicant for review and approval;SCE shallnot commence the Relocation Work {see Section 4. below) unless and untilthe Applicant has reviewed and approved the refined RelocationPlans. The Applicantshallbe responsiblefor allcosts and expenses reasonably incurred by SCE in relation to SCE’s refinement of the Relocation Plans. b.
Revised Plans. In the event that modifications/revisions to the Relocation Plans are required in order to accommodate changes to the Project(includingthe elimination of conflictswith the Applicant’sdevelopment plans),to resolve conflicts with other non-SCE utilitieswithin the Projectarea, or to address other changed circumstances, then SCE shall prepare such modifications/revisionsas are necessary to address said changes and shall present same to the Applicant for review and approval. The Applicant shallbe responsible for allcosts and expenses reasonably incurredby SCE Inrelationto SCE’s preparation of the modifications/revisions to the Relocation Plans.
c.
PotentialProjectDelays. The Applicantexpresslyacknowledges that the preparation of refined,modified and/or revised Relocation Plans may cause delays in SCE’s performance of the RelocationWork, and that saiddelayscould impact the development schedule for the Project.The Partiesagree that SCE shallnot have any liabilityor obligationto the Applicant (orothers)inthe event that the preparationof refined,modified and/or revised RelocationPlans resultsin delays in the Project.
d.
3. ACQUISITION OF LAND RIGHTS
The Applicant shallbe responsiblefor securing allland rights required by SCE to allow SCE to relocate,construct and permanently operate and maintain the SCE Facilities on the areas depicted in the Relocation Plans (the “Relocation Areas”). The land rightsacquired by the Applicant (the “SCE Land Rights")shallbe in a form prescribed by SCE (the“SCE Land Rights Form"): SCE shallprovide the SCE Land Rights Form to the Applicant.
The SCE Land Rightsshallalso includepermanent rightsof ingress/egressthat allow SCE to gain reasonable, unimpeded and non-escorted access to and from the Relocation Areas and the SCE Facilities(whether over lands owned by the Applicant or otherwise). In connection with the acquisitionof the SCE Land Rights,the Applicant shallbe responsible for clearingall encumbrances identifiedby SCE that could interferewith the Relocation Work and the exercise of the SCE Land Rights on/about the Relocation Areas (includingaccess thereto/therefrom).
Unless otherwise agreed (inwriting)by SCE, the SCE Land Rights shallbe granted directlyto SCE. Notwithstanding any provision herein to the contrary,SCE willnot begin the Relocation Work unless and untilallrequired SCE Land Rights have been executed, in writing,and presented to and approved by SCE.
Rule 208 - Applicant to InstallDucts/Subslructures
Revision Date
March 2016
4. RELOCATION WORK
Following (i)the Parties’confirmation of the finalityof the Relocation Plans and (ii)the Applicant’sacquisition(and SCE’s approval)of the SCE Land Rights.SCE shallcause the SCE Facilities to be removed and relocated to the Relocation Areas in accordance with the Relocation Plans (the "RelocationWork”). SCE and the Applicant shallperform the Relocation Work in accordance with allapplicablelaws, rulesand regulations. a. Work to Be Performed bv SCE
1. SCE shall procure and installallmaterials related to itselectricalsystem - for example: cable, transformers, switches, capacitors,meters, and connectors - except the ducts and substructures as defined in Rule 20B.2.a, which are to be procured and installedby the Applicant. SCE shallprovide allengineering work related to the relocation of said electrical facilities.
2. SCE shall inspect and approve all ducts and substructures procured and installed by the Applicant before SCE begins the installationof the underground facilities.
SCE shall,at no cost to the Applicant, remove itsoverhead electrical facilities afterthe underground facilitieshave been installed,energized, and placed into permanent service.
3. 4. Except as stated inSection 9 below, SCE and the Applicant shalleach separately be responsible for obtaining allpermits required to complete the portion of the work for which each Party isresponsible under thisAgreement, unless the Parties otherwiseagree writing.m
b. Work to Be Performed bv Applicant
1. The Applicant, at no cost to SCE, is responsible for providing SCE with any required streetimprovement or siteplans reflectingthe locationof allexisting and proposed underground and/or overhead structures and/or facilities.
2. The Applicant, at no cost to SCE, shallprocure and Installthe pads and vaults for transformers and associated equipment, conduits, ducts, boxes, and poles bases, and perform other work related to structures and substructures includingbreaking of pavement, trenching,backfilling,and repaving in connection with the installationof the underground system, allin accordance with the Relocation Plans,subject to inspection and approval by SCE.
The Applicant shallnotifySCE 48 hours priorto construction or installation of the ducts and substructures so that SCE can schedule the required inspection.
3. The Applicant shallprovide SCE with "As-Built"drawings.4.
5. The Applicant,at no cost to SCE and subject to SCE's approval and acceptance, willgrant SCE, in writing,ownership of allducts and substructures installed pursuant to this Agreement. The Applicant warrants and represents that the ownership of the installed ducts and substructures, and each and every component thereof,as approved by SCE, willpass to SCE free and clearof any
Rule 20B - Applicant to installDucis/Subsiructures
Revision Date
March 2016
and all liens and encumbrances.
6. After the Applicant has completed installationof allducts and substructures, and the ducts and substructures have been inspected and approved by SCE, the Applicant shall furnish to SCE a schedule of allcosts incurred in the constructionof the ducts and substructures.The purpose of this information is to aliow SCE to calculate the amount of Income Tax Component of Contribution (“ITCC")that will be charged on the ducts and substructures installed by the Applicant. SCE must have this information before SCE energizes the underground facilitiesand de-energizesthe overhead facilities.
As partof the projectreconciliation,SCE willprovidea statement of ITCC for the project,which includesthe ITCC charged on the ducts and substructures Applicant.installed by the
COST ALLOCATION
Applicant isexclusivelyresponsible for allcosts and expenses associated with SCE’s implementation of the RelocationPlans including,but not limitedto,the costs and expenses associated with (i)SCE’s preparation of the Relocation Plans (and any revisionsthereto and refinements thereof),(ii)SCE’s performance of the RelocationWork and (iii)the Applicant’s acquisitionof the SCE Land Rights SCE may provide Applicant with creditswith respect to the Relocation as required by ItsapplicableTariffRules of service.
5. Applicant shallreimburse SCE for costs and expenses incurred by SCE in accordance with the provisions of Section 6. below.
6. INITIAL COST ESTIMATE. PAYMENT(S) AND RECONCILIATION InitialCost Estimate. The total estimated cost for the Relocation Work for which the Applicant is responsible is $1.093,000 (the “InitialCost Estimate”). a.
The InitialCost Estimate does not include an Income Tax Component of Contribution (“ITCC”) based on SCE’s understanding that thisprojectisexempt from ITCC charges. In the event that the InternalRevenue Service,state,city,and/or localgovernmental taxing authoritydetermines that this project istaxable,the Applicant willreimburse SCE for the fullamount of the tax liability,plus interest,penalties,fees, and related costs. Such amounts willbe paid to SCE within 60 days afternotificationof such event by SCE to the Applicant. By execution of this Agreement, the Applicant hereby acknowledges that thisprojectisfunded by the Applicant.
PriorAdvances; Outstanding Balance. SCE has previouslyreceived an engineering advance from the Applicant in the amount of $144,000 and an amount forlong lead time items of $200,000, which have been applied toward the total InitialCost Estimate owed by the Applicant. Thus, the totalremaining balance due to SCE at thistime is$749,000 (the “Outstanding Balance”).
b.
Payment of Outstanding Balance. Concurrent with the Applicant’s execution and delivery of this Agreement, the Applicant shallpay to SCE the Outstanding Balance. The Outstanding Balance shallbe delivered to SCE at the address shown in Section 12.b. below, and shallreferencethe followingSCE ProjectFileNumber; 747 Notwithstanding any provision herein to the contrary,the Applicant acknowledges and agrees c.
Rule 20B - Applicant to installDucts.''SubstrucTures
Revision Date.
March 2016
that SCE willnot begin the RelocationWork unless and untilSCE has receivedthe OutstandingBalance.
Reconciliation.The Partiesacknowledge that the InitialCost Estimate is validonly for a period of 90 days followingthe EffectiveDate, and that the costs associated with SCE’s performance of the Relocation Work could increase priorto SCE’s completion of the Relocation Work. Upon completion of the Relocation Work (orthe cancellationof the Projector terminationof thisAgreement), the Applicantwillbe responsiblefor paying the totalcosts and expenses actuallyincurred by SCE for which the Applicant is responsible under thisAgreement in relation to implementation of the Relocation Plans. Thus, at the completion of the Relocation Work (orupon the cancellationof the Projector terminationof thisAgreement), SCE will calculatethe totalactualcosts and expenses forwhich the Applicant isresponsible hereunder, and the Applicant willbe provided with a finalinvoiceidentifyingsaidcosts and expenses. The Applicant willbe billedor refunded, as applicable,for any differencebetween the amounts paid by the Applicant hereunder and the actualcosts and expenses Incurredby SCE. Any amount owed to SCE shallbe due no laterthan 30 days afterthe Applicant’sreceiptof the finalinvoice.
Similarly,any amount owed by SCE to the Applicant shallbe refunded by SCE to the Applicant within 30 days followingSCE’s preparationand deliveryof the final invoice.
Ifthe Applicant failsto pay the finalinvoice within 30 days of receipt,the Applicant is responsible for paying to SCE, in additionto the invoicedamount, any and allcosts incurred by SCE to collectthe past due amount, includingbut not limitedto,collectionagency fees and court costs, but excluding attorneys’fees.
d.
7. PROIECT SCHEDULING
The Partiesacknowledge and agree that completion of the RelocationWork Iscontingent upon mutually acceptable schedules, which, among other things,limitimpacts on customers of SCE, availableresources,the timely obtaining of permits, licenses,realproperty rights,and other documents, outages or other key items and not being delayed by those forcesdescribed in Section 8. below. The Partiesshallwork cooperativelyand in good faithto timely meet all mutually-acceptableschedules and to minimize delays or impacts on customers of SCE; however, the Applicant expressly acknowledges and agrees that SCE offersno guarantees or warranties regarding the completion date for the Relocation Work.
8. NO RESPONSIBILITY FOR DELAYS
SCE shallnot be responsibleor liableto the Applicant (orothers)forany delay in its performance hereunder, or forany delays in the Project,due to any reason including,but not limitedto: shortage of labor or materials,deliverydelays, major equipment breakdown, load management, strikes,labor disturbances, war, riot,insurrection, civildisturbance, weather conditions,epidemic, quarantine restriction,sabotage, act of public enemy, earthquake, governmental rule,regulation or order, including orders of Judgments of any court or commission, requirement of additionalor separate Environmental Impact Reports requested by the CaliforniaPublic UtilitiesCommission (“CPUC”).delay in receivinga Certificateof Public Convenience and Necessityfrom the CPUC, delay in obtaining necessary rightsof way, act of Cod, or any cause or conditions beyond the control of SCE or the Applicant. The Applicant expressly waives and releases any and allclaims for damages against SCE arisingout of any delays inthe Projectunless due to SCE's sole negligence or willful misconduct.
9. COMPLIANCE WITH CEQA AND OTHER ENVIRONMENTAL LAWS
The Applicant, at no cost to SCE. but with SCE’s reasonable cooperation, shallcomply with the requirements of the CaliforniaEnvironmental QualityAct (“CEQA”) and other environmental
Rule 20B - Applicant to installDucts/Substructures
Revision Date.
March 2016
laws,as applicable,and shallprepare any and allNegative Declarations,Mitigated Negative Declarationsand/or Environmental Impact Reports which may be required by any agency or entityhaving jurisdictionover the Projectand the RelocationWork. The Applicant expressly acknowledges that SCE isrelyingupon the Applicant’s representations that the Relocation Work is covered by the environmental documentation, clearances and permits issued (or to be issued) in relationto the Project,and that the Applicant is responsiblefor satisfyingallmitigation requirements and conditions attendant to SCE’s performance of the Relocation Work.
Notwithstanding any provision herein to the contrary,the Applicant acknowledges and agrees that SCE wiltnot begin the RelocationWork unless and untilallenvironmental permits, approvals, certificationsand authorizations have been issued in relationto the Projectand the Relocation Work.
COOPERATION BY BOTH PARTIES: TIMELY COMMUNICATION
The Partiesshallwork cooperatively and in good faithto timely implement theirrespective duties and obligations set forth herein. To that end, the Partiesshalltimely communicate with one another regarding the status of the Project,the status of the Relocation Work, and ways that the Partiesmay work together to facilitatethe completion of thisAgreement.
Notwithstanding any provisionherein to the contrary,failureby the Applicant to timely respond to requests for information by SCE shallbe considered a default of thisAgreement.
10. 11. INDEMNIFICATION
The Applicant agrees, for itself,and for itsagents, contractors,and employees, to save harmless, defend, and indemnify SCE, itsofficers,agents, contractors,and employees, and its successors and assigns, from and against allclaims, loss,damage, actions,causes of action, expense and/or liabilityarisingfrom or growing out of lossor damage to property,including SCE’s own personal property, or injuryto or death of persons, includingemployees of SCE, resultingin any manner whatsoever, directlyor indirectly,by reason of the Applicant’sProject necessitatingthe subjectwork. Applicant’sduty to indemnify SCE includes,without limitation, claims against SCE regarding approvals given by Applicant for SCE’s plans,claims against SCE pertaining to the locationand/or underlying realproperty rightsfor SCE's facilitiesin new locations(as may be applicable),and claims against SCE for the removal and/or remediation of pre-existingenvironmental contamination (provided such contamination was not caused by SCE). Applicant shallnot be excused of itsduty to indemnify forSCE’s ordinary negligence, but shallbe excused to the extent claims,losses,or damages are attributable to SCE's sole negligence, gross negligence, or willfulmisconduct.
SCE agrees, for itself,and for itsagents, contractors,and employees, to save harmless, defend, and indemnify Applicant, itsofficers,agents, contractors,and employees, and itssuccessors and assigns,from and against allclaims,loss,damage, actions,causes of action,expense and/or liabilityarisingfrom or growing out of loss or damage to property, including Applicant’s own personal property, or Injuryto or death of persons, including employees of Applicant, resultingdirectlyfrom the performance of SCE’s construction and/or relocation work under this Agreement. SCE shall not be excused of itsduty to indemnify for Applicant's ordinary negligence, but shall be excused to the extent claims, losses, or damages are attributable to Applicant’s sole negligence, gross negligence, or willfulmisconduct.
12. NOTICES. CORRESPONDENCE. AND PAYMENT ADDRESS
Notices and Correspondence. Any notices and correspondence provided for in thisAgreement, other than payments, to be given by eitherParty hereto to the other shallbe deemed to have been duly given when made inwriting and deposited In the United States mail, registeredor certifiedand postage prepaid, addressed as follows:
a.
Rule 20B - Applicant to InstallDucts/Substructures
Revision Date
March 2016
To SCE:
Ryann Higashi
Project Manager (Transmission)
Southern California Edison
1444 E. McFadden Ave, Bldg D
Santa Ana. CA 92705
To City of Newport Beach;
3300 Jamboree Rd.
Newport Beach, CA 92663
Attention: Mike Sinacori
b. Payments: Any payments provided for in thisAgreement shall be forwarded to the addresses below.
To SCE:
Southern CaliforniaEdison Company
P.O. Box 800
Rosemead, California 91 771 -0001
Attention: Accounts Receivable
To City of Newport Beach:
3300 Jamboree Rd.
Newport Beach, CA 92663
Attention: Mike Sinacori
13. TERMINATION
Applicant'sRight to Terminate Agreement. The Applicant shall have the rightto terminate thisAgreement at any time upon written noticeto SCE. IfthisAgreement is terminated by the Applicant, the Applicant shallbe responsible to SCE for allcosts and expenses actually incurred by SCE in connection with SCE’s preparation of the Relocation Plans, performance of the RelocationWork, and any other actions/activitiesunder thisAgreement, notwithstanding the cost allocationprovisions in Section 5. above. Additionally,Applicant shall be responsible for any additionalcosts and expenses incurred by SCE as a result of the termination, including but not limitedto, restoring the SCE Facilitiesto a permanent operational state;allcosts for equipment and/or materials;and allcosts or expenses relatedto the cancellationof contracts,purchase orders, or other commitments or agreements entered into up to and including the date of the notice of termination, between SCE and allpartiesfurnishing labor, materials, and services in connection with this Agreement. SCE shall prepare and deliver to the Applicant an invoice that describes/identifiesthe costs and expenses thus incurred by SCE. Within 30 days following SCE's deliveryof said invoice,the Applicant shallpay to SCE the amounts specified in the invoice.
a.
b. Termination Due to Applicant's Default. Ifthe Applicant is in default of any of the terms, provisions, conditions, limitations and covenants of thisAgreement, SCE may give the Applicant writtennoticeof default(“DefaultNotice”). Ifthe Applicant does not cure
Rule 20B - Applicant to InstallDucts/Substructures
Revision Date.
March 2016
such defaultwithin the time specifiedin the Default Notice, SCE has the right,but not the obligation,to terminatethisAgreement upon 30 days written notice to the Applicant (or such lessertime as may be appropriate under the circumstances). Except as otherwise provided, should SCE exercisesuch rightof termination,SCE shallbe entitledto payment forallcosts and expenses for materials,services,labor,overhead, and any other expenses relatedto the performance of thisAgreement thus incurredby SCE, up to and including the date of termination,notwithstanding the cost allocationprovisionsin Section S. above. SCE shall also be entitledto payment forallcosts and expenses requiredto effect the termination of this Agreement, including but not limited to: allcosts and expenses pertaining to the restorationof the SCE Facilitiesto a permanent operationalstate;allcosts for equipment and/or materials; and allcosts and expenses relatedto the cancellationof contracts,purchase orders, commitments or other agreements entered into up to and including the date of the notice of termination,between SCE and allpartiesfurnishinglabor, materials, and services in connection with thisAgreement. SCE shallprepare and deliverto the Applicantan invoicethat describes/identifiesthe costs and expenses thus incurred by SCE. Within 30 days following SCE’s deliveryof said invoice,the Applicantshallpay to SCE the amounts specifiedin theinvoice.
14. lURISDICTION OF PUBLIC UTILITIES COMMISSION
This Agreement shallat alltimes be subjectto such changes or modificationsas the California PublicUtilitiesCommission may, from time to time, directin the exercise of itsJurisdiction pursuant to the authorityconferred upon itby law.
15. AMENDMENTS
The provisionsof thisAgreement shallnot be alteredor amended by any representations or promises of any Partyunlessconsented to ina writingexecuted by allParties. 16, GOVERNING LAW
This Agreement shallbe subjectto and construed accordingto the laws of the State of California.
17. HEADINGS
The captionsand headings used inthisAgreement are strictlyforconvenience and are not intended to and shallnot affectthe Parties’rightsand obligations,or the construction interpretationof thisAgreement.
18. THIRD PARTY BENEFICIARIES
Nothing hereinisintended to createany thirdparty benefit. or
19. NO AGENCY. PARTNERSHIP OR JOINT VENTURE
Nothing contained herein shall be deemed or construed as creatingthe relationshipof principal and agent or of partnershipor of Jointventure by and between the Parties hereto.
20. WAIVER
No waiver of any default or breach hereunder shall be implied from any omission to take action on account thereof,notwithstanding any custom and practiceor course of dealing. No waiver by any Partyof any provisionunder thisAgreement shallbe effectiveunless inwritingand
Rule 20B - Applicant to InstallDucts/Substructures
Revision Date;
March 2016
signed by such Party,and no waivershallaffectany defaultother than the defaultspecifiedin the waiverand then saidwaivershallbe operativeonly for the time and to the extent therein stated. Waivers of any covenant shall not be construed as a waiver of any subsequent breach ofthe same.
21. DUPLICATE ORIGINALS AND ELECTRONIC SIGNATURES
This Agreement may be executed induplicateoriginals,each of which, when so executed and delivered,shallbe an originalbut such counterparts shalltogether constituteone instrument and agreement. The exchange of copies of thisAgreement and of signature pages by facsimile transmission. Portable Document Format {i.e.,PDF) or by other electronicmeans constitutes effectiveexecutionand deliveryof thisAgreement as to the Partiesand may be used in lieuof the originalAgreement forallpurposes. ThisAgreement may be executed by way of an electronicsignature,in which case, said electronicsignature shall have the same force and effectas a writtensignature.
[THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURES TO FOLLOW\
Ruie 20B - Applicant to InstallDucts/Substructures
Revision Date'
March 2016
IN WITNESS WHEREOF, thisAgreement and each and every term herein is agreed to by and between the undersigned.
DATED: CITY OF NEWPORT BEACH, a
California Municipal Corporation
BY:
Diane B. Dixon
Mayor
ATTEST:
1 MDATED:..
ilaniI.Brown, City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY’S OFFICE
DATED:__i^
Aaron C. Harp, City Attorney
DATED: SOUTHERN CALIFORNIA EDISON COMPANY,
a Californiacorporation
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Project Manager
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Transmission Project Management
Rule 20B - Applicant to InstallDucts/Substruciures
exhibit A
Description of the Project Location
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Rule 20B - Applicant to InstallDuas/Substructures
EXHIBIT B
APPROVED RELOCATION PLANS
Please See Attached
Rule 20B - Applicant to InstallDuas/Substructures
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EXHIBIT B-1
APPROVED RELOCATION PLANS
Construction & Technical Support - ProjectManagement
Rule 20B Agreement Amendment
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Exhibit B-1
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