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HomeMy WebLinkAboutContracts & Agreements_154-2025Docusign Envelope ID: 34446DA3-B7BF-4CA4-990E-53D3687D78AF RECYCLED WATER SUPPLY AGREEMENT This Agreement for the supply of recycled water ("Agreement') is made and entered into this 15th day of July 2025 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and Southern California Edison ("SCE"), a public utility company. Both SCE and Redlands are hereinafter sometimes referred to as a "Party" and, collectively, as the "Parties". WHEREAS, SCE owns and operates a power generation facility ("Mountainview Facility") which provides substantial benefits for the State of California and the Redlands area; and WHEREAS, Redlands owns and operates a recycled water production facility ("Redlands Facility") for the handling, treatment, production, and delivery of Recycled Water which meets and is anticipated to continue to meet all applicable governmental requirements; and - WHEREAS, Redlands and SCE entered into a Reclaimed Water Supply Agreement, effective as of June 3, 2003 ("RWS Agreement') to supply Recycled Water produced by the Redlands Facility to the Mountainview Facility; and WHEREAS, the RWS Agreement initial term expired on June 2, 2023 and one-year extensions were requested by SCE and approved by Redlands on May 8, 2023 and May 2, 2024; and WHEREAS, a new Agreement is necessary for Redlands to continue providing Recycled Water and for SCE to continue receiving Recycled Water; and WHEREAS, Redlands is willing to continue providing and SCE is willing to continue receiving, in each case pursuant to the terms of this Agreement, Recycled Water "Services"; NOW THEREFORE, the Parties hereto, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, do hereby agree as follows: 1 C1cmo\Agreements\Southern California Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ms Docusign Envelope ID: 34446DA3-B7BF-4CA4-990E-53D3687D78AF ARTICLE 1 - DEFINITIONS "Business Day" means any day other than a Saturday, a Sunday, or a Redlands recognized holiday. "City" means the City of Redlands. "Capital Improvements" means any new equipment or facilities, or replacement of existing equipment or facilities and related items necessary to ensure that the Redlands Facility is capable of delivering Recycled Water to the Delivery Point in the quantities specified in this Agreement. "Delivery Point" means the point immediately south of the Mountainview Facility on San Bernardino Avenue where the Redlands Facility is physically connected to the Mountainview Facility by means of a twenty-four inch (24") City transmission line, equipped with an insertion meter on an automatic control valve, capable of delivering a minimum of 3,500 gallons per minute of Recycled Water to the Mountainview Facility. "Excess Recycled Water" has the meaning specified in Section 2.8. "Force Majeure" means an event beyond the reasonable control, and not attributable to the negligence or willful misconduct, of the Party affected, including but not limited to the following: flood, earthquake, storm, lightning, fire, explosion, war, riot, civil disturbance, strike, - sabotage, or electrical outage, provided, however, that Force Majeure shall not include any equipment failure due to normal wear and tear or due to neglected maintenance or repair. "Governmental Approval" means any law, rule, or regulation of any Governmental Authority and any authorization, consent, approval, license, franchise, lease, ruling, permit (including but not limited to any National Pollutant Discharge Elimination System (NPDES) permit), tariff, rate, certification, exemption, filing or registration by or with any Governmental Authority (including, without limitation, zoning variances, special exceptions and non -conforming uses) relating to the construction, ownership, operation, or maintenance of the Redlands Facility (including those relating to Recycled Water), as the case may be. "Governmental Authority" means the California State Water Resources Control Board and any national, federal, state, provincial, departmental or municipal government or any political subdivision thereof, and any other entity exercising executive, legislative, judicial, regulatory or 2 C1cmolAgreementslSouthem California Edison Recycled Water Supply Agreement FY25-0056 (v3).docx-ms Docusign Envelope ID: 34446DA3-B7BF-4CA4-990E-63D3687D78AF administrative functions of or pertaining to government, and any other governmental entity with authority over any aspect of construction, operation, or maintenance of the Redlands Facility, but excluding in each case the City. "Minimum Standards" means the minimum acceptable quality of Recycled Water as defined by the California State Water Resources Control Board Title 22 standards described in Exhibit "A" attached hereto and incorporated herein. "Mountainview Facility" has the meaning specified in the Recitals to this Agreement. "Non -Conforming Notice" has the meaning specified in Section 3.3. "Non -Conforming Recycled Water" means Recycled Water from the Redlands Facility which would otherwise be Recycled Water but for its failure to meet all requirements of applicable Governmental Approvals and the Minimum Standards. "Parties" or "Party" has the meaning specified in the Recitals to this Agreement. "Person" means any individual, corporation, partnership, limited liability company, joint venture, -incorporated or unincorporated association, joint stock company, trust, or other uni_n_corporated organization, governmental body, instrumentality or agency, or other entity of any kind. "Recycled Water" means treated and reclaimed wastewater produced and provided from the Redlands Facility which meets all applicable Governmental Approvals and the requirements described in Exhibit "A" and is delivered to the Delivery Point. "Redlands Facility" means the Recycled Water facility, conveyance pipeline, related pumphouse, and ancillary facilities owned and operated by Redlands located in Redlands, California which will provide Recycled Water to the Delivery Point in accordance with the terms of this Agreement. "Shortfall Notice" has the meaning specified in Section 2.6. 3 1:1cirmUgreementslSouthern California Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ins Docusign Envelope ID: 34446DA3-B7BF-4CA4-990E-53D3687D78AF ARTICLE 2 — RECYCLED WATER PRODUCTION & DELIVERY 2.1 City designates John R. Harris, Municipal Utilities and Engineering Department Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. 2.2 City shall bear all costs and expenses in connection with the operation, maintenance, and implementation of Capital Improvements to the Redlands Facility. 2.3 If City or its agents cause damage to the property of SCE while constructing, installing, operating, maintaining or repairing the Redlands Facility, City shall restore or pay SCE to restore, within a reasonable time and at SCE's election, SCE's property as nearly as possible to its condition prior to such damage. If SCE causes damage to the Redlands Facility while constructing, installing, operating, maintaining, or repairing its facilities, SCE shall restore or pay City to restore, within a reasonable time and at City's election, the Redlands Facility as nearly as possible to its condition prior to such damage. 2.4 City shall operate and maintain the Redlands Facility in a good and workmanlike manner, consistent with prudent practices and shall continuously maintain the Redlands Facility in good operating condition and in compliance with all Governmental Approvals applicable to the Redlands Facility. Such operation and maintenance by City shall be accomplished in a manner so as to minimize to the maximum extent practicable any disruption or interruption in the Services to be provided under this Agreement. _ 2.5 City shall install, own, and maintain metering equipment to measure the delivery of Recycled Water to the Delivery Point. The metering equipment shall transmit to SCE and City the daily amount of Recycled Water delivered to the Delivery Point in accordance with this Agreement. SCE shall provide City access to the metering equipment at all — times -for -purposes of inspection, maintenance, repair, and calibration. City shall be responsible for all costs associated with the installation, maintenance, repair, and calibration of the metering equipment. City shall ensure that the metering equipment is calibrated and tested annually, or as otherwise required, to maintain accuracy. If a discrepancy is discovered during calibration, City shall promptly notify SCE and adjust billings as necessary. City shall provide SCE with access to meter data upon request. In the event SCE disagrees with the meter reading, SCE may dispute the meter reading in accordance with the Redlands Municipal Code procedures in effect at the time of the disputed meter reading. 2.6 City shall use its best efforts to make available to SCE, unless otherwise provided for in Section 2.7 a daily quantity of Recycled Water of not less than 2.9 million gallons per day from June 1 to October 30 each year, and SCE shall take or pay for a minimum of 1,500 acre-feet of Recycled Water annually. If City is unable on any day to make available such daily minimum quantity of Recycled Water, whether due to a shortage of Recycled Water, due to the presence of Non -Conforming Recycled Water or otherwise, City shall promptly (but in any event within twenty-four (24) hours of obtaining 4 Cbmo\Agreemcros\Somhem California Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ms Docusign Envelope to: 34446DA3-B7BF-4CA4-990E-53D3687D78AF knowledge thereof) notify SCE orally (with prompt written confirmation thereof) or in writing of such inability to provide the minimum daily quantity of Recycled Water ("Shortfall Notice"). Each Shortfall Notice shall specify (i) that a shortfall in the delivery of Recycled Water has occurred or will occur, the amount of such shortfall, the reasons for such shortfall and the anticipated length of such shortfall, including in each case all relevant dates and (ii) the steps City is taking to remedy the shortfall. City shall undertake to remedy such shortfall at its sole expense and as promptly as practicable. 2.7 All Recycled Water shall be provided at a minimum delivery pressure of 65 pounds per square inch (psi) measured at the Delivery Point. Actual acceptance of Recycled Water by SCE may be less than the maximum allowed, and actual usage will, at the sole discretion of SCE, vary according to the electric dispatch of the Mountainview Facility, weather conditions and electrical outages (forced or scheduled). SCE shall also have the right to stop deliveries of Recycled Water by providing written notice to City in the event that water stored in the on -site storage reservoir at the Mountainview Facility is above the fifty percent (50%) level. City shall act in such event to stop deliveries of Recycled Water within twenty-four (24) hours and without additional notice from SCE. Recycled Water delivery shall automatically resume within twenty-four (24) hours after SCE provides written notice to City that the Mountainview Facility on -site reservoir water level falls below fifty percent (50%), subject to systemwide demand constraints, which may temporarily reduce Recycled Water delivery volumes. Title and risk of loss of Recycled Water shall pass to SCE upon SCE's receipt of such Recycled Water at the Delivery Point. Until such time as title to Recycled Water passes to SCE, City shall bear risk of loss of Recycled Water and shall retain liability for any and all claims, costs, demands, damages, expenses, liabilities, and losses relating to Recycled Water or other discharges from the Redlands Facility, 2.8 If Recycled Water is available from the Redlands Facility in an amount in excess of 1,500 acre-feet per year ("Excess Recycled Water"), SCE may purchase Excess Recycled Water to the extent it can be utilized by SCE for any lawful purpose and any acceptances of Excess Recycled Water shall be in accordance with the terms of this Agreement. The foregoing provisions of Section 2.6 notwithstanding, SCE shall have the right at all times to utilize water from other sources, including without limitation from wells located or controlled by SCE or its affiliates. 2.9 SCE shall provide City with an estimate of Recycled Water needs every Friday no later than one (1) week prior to the following week's operation to assist City in developing delivery schedules for Recycled Water, and the Parties shall work together in good faith to coordinate the timing of delivery of Recycled Water in accordance with such notice and the other terms of this Agreement. Notwithstanding the annual minimum take or pay obligations outlined in Section 2.6, SCE shall be under no obligation to accept any or all of the anticipated Recycled Water if SCE's actual demand for such is less than the estimate provided to City. Subject to the requirements of applicable Governmental Approvals and prudent practice, City shall use its best efforts to coordinate any 5 E\emo\Agreements\Southem Califomia Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ms Docusign Envelope ID: 34446DA3-67BF-4CA4-990E-53D3687D78AF transmission of Recycled Water discharge to meet the Recycled Water demands of the Mountainview Facility. 2.10 Upon the event of a temporary interruption or curtailment in Recycled Water delivery attributable to a break or leak in the Pipeline or otherwise, City shall make necessary repairs to restore full service as quickly as possible. City shall make every effort to make necessary repairs and to restore full service within twenty-four (24) hours from the commencement of the interruption or curtailment. City shall provide a Shortfall Notice in accordance with Section 2.6 upon the interruption or curtailment of Recycled Water. The annual minimum take or pay obligations outlined in Section 2.6 shall not be applicable to the extend the Recycled Water delivery is reduced by an interruption or curtailment in Recycled Water delivery attributable to a break or leak in the Pipeline or otherwise. 2.11 SCE shall make available to City such rights of access to its property as may be reasonably necessary to allow City to meet its obligations under this Agreement in respect to the operation and maintenance of the Redlands Facility. Prior to City obtaining access to the property of SCE, City shall either self -insure and/or provide evidence reasonably acceptable to SCE that City has in place insurance coverage with reputable and credit worthy insurers sufficient to insure against any risks that may be encountered in connection with such access. 2.12 City shall provide Recycled Water that meets California State Water Control Board Title 22 standards, and the requirements of the June 7, 2016 State Water Resources Control Board Order WQ 2016-0068-DDW: "Water Reclamation Requirements for Recycled Water Use ", and shall meet and confer with SCE prior to implementing Redlands Facility infrastructure and/or operational changes that may reduce the quality of Recycled Water - currently being delivered. For informational purposes only, the Recycled Water currently meets the following: Chlorine Residual 0.5 mg/L Minimum COD <35 mg/L 90% of Time PO4-P <4 mg/L 90% of Time ARTICLE 3-NON-CONFORMING RECYCLED WATER 3.1 City and SCE shall mutually and in good faith agree to designate the City's Environmental Laboratory Accreditation Program certified laboratory to be used for analyzing Recycled Water quality, at City's sole expense, in order to analyze the quality of Recycled Water prior to, and as a condition to, City's delivery of Recycled Water to SCE. The Parties may, from time to time, designate in writing a successor or replacement Environmental Laboratory Accreditation Program certified laboratory to conduct any analysis of Recycled Water under this Agreement. 3.2 Either Party may, from time to time, take representative samples of Recycled Water from a mutually agreed upon location for the purpose of analyzing the Recycled Water delivered or to be delivered under this Agreement. The mutually agreed upon location I:1cmo\AgreementslSouthem California Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ms Docusign Envelope ID: 34446DA3-B7BF-4CA4-990E-63D3687D78AF shall be the Recycled Water effluent sampling station at the Redlands Facility, unless another sampling location is mutually agreed to in writing. Any such sampling shall comply with Environmental Protection Agency sampling and sample preservation procedures. If at any time during the term of this Agreement the Recycled Water is reasonably suspected by City or SCE to be Non -Conforming Recycled Water or any sample conducted pursuant to this Section 3.2 indicates that Non -Conforming Recycled Water has been or is to be delivered, a confirmation sample shall be collected and analyzed as soon as practical, at City's sole expense, at the laboratory chosen pursuant to Section 3.1. In the event that such confirmation sample is determined to be Non - Conforming Recycled Water, (i) City shall immediately stop delivery of Recycled Water and shall, at its sole expense, take reasonable corrective actions needed to conform the Recycled Water to the Minimum Standards and Governmental Approvals and provide additional samples confirming that the Recycled Water meets the Minimum Standards and Governmental Approvals and (ii) SCE shall be temporarily relieved of its obligations to take Recycled Water under Section 2.6 and the annual minimum take or pay obligations under this Agreement shall be reduced on a pro rata basis. 3.3 If City becomes aware that it has provided or will provide Non -Conforming Recycled Water, City shall promptly (but in any event within twenty-four (24) hours of obtaining knowledge thereof) notify SCE orally (with prompt written confirmation thereof) or in writing ("Non -Conforming Notice"). Each Non -Conforming Notice shall specify (i) the cause of such Recycled Water being Non -Conforming Recycled Water and (ii) the steps City is taking to remedy the situation. If the Non -Conforming Recycled Water is anticipated to cause a shortfall in Recycled Water delivery, City can include both a Shortfall Notice and Non -Conforming Notice in one oral communication and written confirmation to SCE. In the event that a Non -Conforming Notice is provided for Non -Conforming Water that has already been delivered and accepted by SCE, SCE shall promptly (but in any event within twenty-four (24) hours of obtaining knowledge thereof) provide a written acknowledgment of the Non -Conforming Water to the City which specifies that it has either retroactively "rejected" or "accepted" the Non -Conforming Water. 3.4 SCE shall have the right to reject all Non -Conforming Recycled Water. City shall have the responsibility, at its own cost and expense, to accept and treat or re -treat any Non - Conforming Recycled Water rejected by SCE; however, nothing in this provision shall obligate the City to make any upgrades or modifications to its existing Redlands Facility or Recycled Water system. City shall have the responsibility, at its own cost and expense, to transport any Non -Conforming Recycled Water SCE rejects back to the Redlands Facility or to the nearest available and practicable point of entry into the City's wastewater collection system or such other disposal method elected by City. 3.5 Any Non -Conforming Recycled Water accepted by SCE shall not be subject to the rates in Sections 5.1 and 5.2 below or any other payment obligations under this Agreement, 7 I:\cmo\Agreements\Southern California Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ma Docusign Envelope to: 34446DA3-B7BF-4CA4-990E-63D3687D78AF nor shall City be entitled to any other form of compensation in respect of such Non - Conforming Recycled Water. 3.6 City acknowledges and agrees that it shall be solely responsible to pay for, or reimburse SCE to the extent SCE has paid for, all claims, costs, demands, damages, expenses, increased operation and maintenance expenses or costs (including those relating to the Mountainview Facility), liabilities and repairs or replacement of equipment (including repairs or replacement of equipment of the Mountainview Facility) arising, directly , from the delivery of any Non -Conforming Recycled Water under this Agreement unless the delivery of such Non -Conforming Recycled Water was notified by City and accepted by SCE pursuant to Section 3.3. SCE shall provide City with documented evidence demonstrating that any incurred expenses are directly attributable to the Non -Conforming Recycled Water. Such evidence must include, but is not limited to, invoices, receipts, reports, or other documentation that specifically identifies the nature of the expenses and links them to the Non -Conforming Recycled Water. City reserves the right to request additional supporting documentation as reasonably necessary to verify the claim. Upon providing sufficient evidence to City, City shall reimburse SCE within thirty (30) days, unless a different timeframe is mutually agreed upon by the Parties in writing. ARTICLE 4 — PERFORMANCE OF SERVICES 4.1 City shall perform and complete the Services in a prompt and diligent manner. The Services shall commence as of the Effective Date of this Agreement. 4.2 The term of this Agreement shall be for a period of twenty (20) years from the Effective Date of this Agreement ("Initial Term"). Either Party shall have the option to extend the Initial Term of this Agreement by one (1) additional five-year term ("Extended Term"), on the same terms and conditions, by providing written notice to the other Party at least six (6) months prior to the expiration of the Initial Term. The Initial Term and the Extended Term are hereby collectively referred to herein as the "Term" of this Agreement. ARTICLE 5 — PAYMENTS TO CITY 5.1 Subject to Section 5.3 below, SCE shall pay City for all Recycled Water delivered to the Delivery Point during the prior billing period. The base rate for Recycled Water ("Base Rate") shall be Zero Dollars and Sixty Cents ($0.60) per hundred cubic feet, or Two Hundred Sixty -One Dollars and Thirty -Six Cents ($261.36) per acre-foot. 5.2 The rate specified in Section 5.1 above is stated as of the Agreement Effective Date ("Effective Date"). During the Term of this Agreement, the Base Rate shall be escalated by 3.75% on July 1 of each year to establish a revised Base Rate for the upcoming year. 5.3 City shall submit invoices to SCE in accordance with City billing frequencies accounting for Recycled Water deliveries and associated charges during the previous billing period. 8 LwmoSAgreementslSouthern California Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ms Docusign Envelope ID: 34446DA3-37BF-4CA4-99QF-53D3687D78AF SCE shall submit payment to City no later than twenty-five (25) days after receipt of City's invoice. 5.4 Notwithstanding Section 5.1 above, but subject to Sections 2.6, 2.9, 2.10, and 3.2, SCE shall take or pay for a minimum of One Thousand Five Hundred (1,500) acre-feet of Recycled Water per year at the Base Rate, if the Recycled Water is deliverable by City to the Delivery Point. Such annual take or pay requirements shall be measured from the anniversary of the Effective Date. 5.5 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: CITY John R. Harris Municipal Utilities & Engineering Director City of Redlands 35 Cajon Street, Suite 15A P.O. Box 3005 (mailing) Redlands, CA 92373 'harris eit ofredlands.or (909) 798-7531 Southern California Edison Anthony Hernandez Generation/Director of Eastern Operations & Catalina Planning Southern California Edison 2492 W. San Bernardino Avenue Redlands, CA, 92374 Anthony. He rnan dezsee. com (626) 302-0323 Lyle Laven Senior Manager Southern California Edison 2492 W. San Bernardino Avenue Redlands, CA 92374 Lyle.Laven c sce.com (909) 283-2234 9 BemolAgreementslSouthern California Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ms Docusign Envelope ID: 34446DA3-B7BF-4CA4-990E-53D3687D78AF ARTICLE 6 - ADDITIONAL OBLIGATIONS OF THE PARTIES 6.1 Promptly upon obtaining knowledge thereof (but in any event within 24 hours of obtaining knowledge thereof), City shall provide SCE with oral (with prompt written confirmation thereof) or written notice of any violation of applicable Governmental Approvals relating to the Redlands Facility. 6.2 Promptly after submission thereof to the applicable Governmental Authority, City shall provide SCE with a copy of any report, filing, notice, request for variance, or similar document filed with or submitted to a Governmental Authority that relates to the Redlands Facility and that may affect the delivery of Recycled Water in accordance with this Agreement. 6.3 In accordance with City's utility billing frequencies, City shall provide to SCE a written invoice specifying in reasonable detail the amount claimed by City from SCE for recycled water usage during the previous billing cycle in accordance with this Agreement, including amounts under Sections 2.6. Undisputed amounts set forth in any invoice shall be due and payable by SCE not later than twenty-five (25) days following receipt of such invoice. 6.4 City shall, upon written or oral request therefor, provide SCE and each of its agents, consultants, advisors and representatives with escorted access to the Redlands Facility within one (1) week of receiving such request. Such access shall be during normal business hours to the Redlands Facility. City shall, upon prior written or oral request therefor, provide SCE and each of its agents, consultants, advisors, and representatives with access during normal business hours to view City's books and records relating directly to this Agreement and the performance of City's obligations hereunder (including books and records relating to Governmental Approvals and compliance -therewith) as may reasonably necessary in connection with the construction, operation and maintenance of the Redlands Facility. Confidential and privileged materials are not subject to any of the provisions in Section 6.4. 6.5 Upon the reasonable request of SCE, City shall, at the cost and expense of SCE, execute such additional certificates, documents, instruments, agreements and take such actions as may be reasonably required to give effect to the terms and conditions of this Agreement. 6.6 Not later than the fifteenth day of each month following the commencement of delivery of Recycled Water or at such other time as required in accordance with this Agreement, SCE shall provide to City a written invoice specifying in reasonable detail (including the method of calculations of any amounts invoiced) the amount claimed by SCE from City in accordance with this Agreement. Undisputed amounts set forth in any invoice shall be due and payable by City not later than thirty (30) days following receipt of such invoice. 10 I: 1emo4AgreementASouthern California Edison Recycled Water Supply Agreement FY25-0056 (v.3).doex-ms Docusign Envelope ID: 34446DA3-B7BF-4CA4-990E-63D3687D78AF 6.7 Upon the reasonable request of City, SCE shall, at its cost and expense, execute such additional certificates, documents, instruments, agreements and take such actions as may be reasonably required to give effect to the terms and conditions of this Agreement. ARTICLE 7 - FORCE MAJEURE 7.1 If either Party shall be unable to carry out any obligation under this Agreement due to Force Majeure, this Agreement shall remain in effect, but such obligation shall be suspended for the period necessary as a result of the Force Majeure, provided that: (a) The non -performing Party gives the other Party written notice not later than seventy-two (72) hours after the occurrence of the Force Majeure describing the particulars of the Force Majeure, including but not limited to the nature of the occurrence and the expected duration of the disability, and continues to furnish timely regular reports with respect thereto during the period of Force Majeure and the disability; and (b) The suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; and (c) The non -performing Party uses its best efforts to remedy its inability to perform. 7.2 Notwithstanding the foregoing, the settlement of strikes, lockouts, and other labor disputes shall be entirely within the discretion of the affected Party, and such Party shall not be required to settle any strike, lockout, or other labor dispute on terms which it deems inadvisable. ARTICLE 8 - TERM 8.1 This Agreement shall take effect upon execution of the appropriate counterpart by each Party and, except as provided in Section 8.2 below, shall remain in effect for a period of twenty (20) years ("Term"). SCE may elect, in its sole election, to extend this Agreement for one (1) successive five (5) year term by providing written notice to that effect to Redlands not later than six (6) months prior to the expiration of the then effective Term. All references in this Agreement to the word "Term" shall mean the initial twenty (20) year Term as extended by SCE and during the Term of this Agreement (as it may be extended) all the provisions of this Agreement shall remain in full force and effect. 8.2 This Agreement may be terminated by either Party by providing not less than sixty (60) days prior written notice to the other Party of its intent to terminate unless both Parties agree in writing to terminate the Agreement sooner. Within twenty-five (25) days after receipt of a termination notice, the Parties shall meet to discuss opportunities to avoid terminating the Agreement. 11 I:\emo\Agreements\Southem California Edison Recycled Water Supply Agreement FY25-0056 (v.3).doex-ms Docusign Envelope ID: 34446DA3-B7BF-4CA4-990E-63D3687D78AF Upon termination of the Agreement, all rights and responsibilities under the Agreement shall cease and any unpaid amounts must be paid within thirty (30) days after termination. ARTICLE 9 - MISCELLANEOUS 9.1 This Agreement represents the entire Agreement of the Parties hereto as to the matters contained herein, and supersedes any and all other agreements, either verbal or in writing, between the Parties with respect to the matters contained herein. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed or consented to by the Parties and then such waiver shall be effective only in the specific instance and for the specific purpose for which given. 9.2 Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 9.3 All notices and other communications provided for hereunder shall be in writing (including by telecopier) and shall be mailed, telecopied or delivered, if to SCE, to it at 2492 W San Bernardino Avenue, Redlands, CA 92374, Attention: Production Manager and a copy to General Counsel, 15 Wayside Road, Burlington, MA 01803, (Fax: 781- 993-3122); if to City, to it at 35 Cajon Street, Suite 15A, Redlands, CA 92373, Attention: Municipal Utilities and Engineering Director, as to each Party, to it at such other address or telecopier number as designated by such Party in a written notice to the other Party. All such notices and communications shall be deemed received, (a) if personally delivered, up on delivery, (b) if sent by first class mail, on the third business day following deposit into the mail and (c) if sent by telecopier, upon acknowledgement of receipt thereof by the recipient. 9.4 Any provision of this Agreement that is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non -authorization without invalidating the remaining provisions of this Agreement or affecting the validity, enforceability or authorization of such provision in any other jurisdiction. 9.5 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 9.6 This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without reference to the conflict of law principles thereof. 9.7 The section and subsection headings used herein have been inserted for convenience of reference only and do not constitute matters to be considered in interpreting this Agreement. 12 L\cmo\Agreemems\Somhem California Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ms Docusign Envelope ID: 34446DA3-B7BF-4CA4-990E-53D3687D78AF 9.8 This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 9.9 SCE shall defend, indemnify and hold harmless City and its elected officials, officers and employees from and against any and all claims, causes of action, damages or liability to the extent arising out of, or resulting from, the negligent acts or omissions of SCE in its performance of its obligations, or SCE's use of Recycled Water pursuant to this Agreement. 9.10 City shall defend, indemnify and hold harmless SCE and its respective officials, officers and employees, from and against any and all claims, causes of action, damages or liability to the extent arising out of, or resulting from, the negligent acts or omissions of City in its performance of its obligations under this Agreement. 9.11 In no event shall either Party be liable to the other Party for any loss of profits, loss of use, business interruption, cost of substitute goods or services, or for any punitive, indirect, special, incidental or consequential damages of any kind in connection with or arising out of this Agreement, even if the other Party has been advised of the possibility of such damages. 9.12 City shall have the right to take offset and/or credit for any "salts" discharged into the Santa Ana Regional Interceptor line associated with Recycled Water delivered to the Delivery Point. 9.13 In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement the prevailing Party shall, in addition to any other costs and other relief, be entitled to seek recovery of its reasonable attorneys' fees. 9.14 The Parties agree and consent to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the state courts in County of San Bernardino and federal courts in Riverside County. ARTICLE 10 - REPRESENTATION AND WARRANTIES OF THE PARTIES 10.1 City hereby represents and warrants to and for the benefit of SCE as follows: (a) Organization and Qualification. City (i) is a governmental body and general law city, duly organized and validly existing under the laws of the State of California, with full right, power and authority under its charter documents and under the laws of the State of California to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and (ii) has the power to carry on its business as now being conducted and as proposed to be conducted. (b) Authorization and Enforceability. City has taken all necessary action to authorize the transactions contemplated by this Agreement, including without limitation the conduct of 13 I:\cmo\Agreements\Southern California Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ms Docusign Envelope ID: 34446DA3-B7BF-4CA4-990E-53D3687D78AF any public meetings, hearings or comment opportunities necessary or advisable under applicable law. This Agreement has been duly executed and delivered by City and constitutes the legal, valid and binding obligation of Redlands enforceable in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and (ii) general equitable principles regardless of whether the issue of enforceability is considered in a proceeding in equity or at law. (c) No Conflict. Neither the execution and delivery of this Agreement nor compliance with any of the terms and provisions hereof (i) contravenes any Governmental Approval applicable to City , , or (ii) results in the creation or imposition of any lien upon any of the property or assets of City. (d) Governmental Approvals. No Governmental Approval is required (other than those which have previously been obtained and are in full force and effect) to authorize or is required in connection with the execution and delivery of this Agreement by Redlands. 10.2 SCE hereby represents and warrants to and for the benefit of City as follows: (a) Organization and Qualification. SCE (i) is a California corporation, duly organized and validly existing under the laws of the state of its formation, with full right, power and authority under its organizational documents and under the laws of the state of its formation to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and (ii) has the power to carry on its business as now being conducted and as proposed to be conducted. (b) Authorization and Enforceability. SCE has taken all necessary action to authorize the transactions contemplated by this Agreement. This Agreement has been duly executed anddeliveredby SCE and constitutes the legal, valid and binding obligation of SCE enforceable in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and (ii) general equitable principles regardless of whether the issue of enforceability is considered in a proceeding in equity or at law. (c) No Conflict. Neither the execution and delivery of this Agreement nor compliance with any of the terms and provisions hereof (i) contravenes any Governmental Approval applicable to SCE or any of its respective properties or other assets, (ii) conflicts with, breaches or contravenes the provisions of the organizational documents of SCE or any contractual obligation of SCE, or (iii) results in the creation or imposition of any lien upon any of the property or assets of SCE under, or in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of SCE. (d) Governmental Approvals. No Governmental Approval is required (other than those which have previously been obtained and are in full force and effect) to authorize or is required in connection with the execution and delivery of this Agreement by SCE. 14 I:\cmo\Agreements\Southern California Edison Recycled Water Supply Agreement FY25-0056 (v.3).doex-ms Docusign Envelope ID: 34446DA3-B7BF-4CA4-99OF-53D3687D78AF IN WITNESS WHEREOF, the Parties hereto have each caused this Agreement to be executed by their duly authorized officers and attested on the date first above written. SOUTHERN CALIFORNIA EDISON E V 1DocuSlgned 6y: PAhWI LIMtAVI.k/� nE? 5W.414AFAZ8------------------------------------ Anthony Hernandez, Director of Eastern Operations & Catalina Planning C Y OF REDLANDS - ---------------------- Mario Saucedo, City of Redlands Mayor ATTEST J ne Donaldson, City Clerk 15 BcmolAgreements\Southem California Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ms Docusign Envelope ID: 34446DA3-B7BF-4CA4-990E-53D3687D78AF EXHIBIT A MINIMUM STANDARDS California Water Resources Control Board Title 22 Standards: Water Reclamation Requirements for Recycled Water Use Parameter Requirement Tertiary Recycled Tertiary recycled viater shall, at all times, be adequately oxidized, filtered, and Water disinfected tertiary treated wastewater and shall meet the following limitations: Turbidity of Filter The turbiditbi of the filter effluent shall not exceed any of the follmNing: Effluent (1) 0.2 Nephelometdc Turbidity Unit (NTU) more than 5 percent of the time within, any 2 4-hour period. (2) 0.5 NTU at any time. Bacteriological The 7-day median number of total colifonin shall not exceed a Most Probable Plumber Limits (MPll) of 2.2 total colftrm bacteria per I M-1 milliMers (ml). The number of total coliform organisms shall not exceed an MPhi of 23 total coliform. bacteria per 100 ml in more than one sample in any 30-day period. No total colifarm sample shalil exceed an &1PN of 240 total coliform bacteria per loo ml, 16 I: IcrnolAgreements\Southem California Edison Recycled Water Supply Agreement FY25-0056 (v.3).docx-ms