dear ms. bose · ms. kimberly d. bose federal energy regulatory commission page 2 december 12, 2016...

P.O. Box 800 2244 Walnut Grove Ave. Rosemead, CA 91770

Karen Koyano Principal Manager FERC Rates & Compliance

December 12, 2016

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, DC 20426

Dear Ms. Bose:

Pursuant to Section 35.13 of the Federal Energy Regulatory Commission’s

(“Commission” or “FERC”) Regulations under the Federal Power Act (18 C.F.R.

§ 35.13), Southern California Edison Company (“SCE” or “Distribution

Provider”) tenders for filing the amended Citrus Pump Station Wholesale

Distribution Load Interconnection Facilities Agreement for (“IFA”) between SCE

and the State of California Department of Water Resources (“CDWR” or

“Interconnection Customer”), designated as Service Agreement No. 471, under

SCE’s Wholesale Distribution Access Tariff (“WDAT”), FERC Electric Tariff,

Volume No. 5.

The documents submitted with this filing consist of this letter of

transmittal and all attachments hereto; and the amended IFA in both clean and

redlined formats.

Background

On March 14, 2013, SCE and the Interconnection Customer entered into

the IFA. The IFA specifies the terms and conditions pursuant to which SCE will

design, procure, construct, install, own, operate and maintain the Distribution

Ms. Kimberly D. Bose Federal Energy Regulatory Commission December 12, 2016

Provider’s Interconnection Facilities,1 required to interconnect the Interconnection

Customer’s 22 MW Citrus Pump Station Project (“Project”) to SCE’s Distribution

System and pursuant to which the Interconnection Customer pays for such

facilities. The Commission accepted the IFA for filing in a letter order dated

April 18, 2013, issued in Docket No. ER13-1122-000. On April 8, 2016, SCE

and the Interconnection Customer entered into the Service Agreement for

Wholesale Distribution Service (“Service Agreement”). The Service Agreement

sets forth SCE’s agreement to provide Distribution Service for 6.34 MW of power

produced by the Project to the ISO Grid at SCE’s 115 kV tap line on the

Clementine-Mentone-Purewater 115 kV sub-transmission line. The Commission

accepted the Service Agreement for filing in a letter order dated May 20, 2016,

issued in Docket No. ER16-1298-000.

CDWR requested that the work under the IFA be expedited. On June 9,

2016, SCE and CDWR met via a telephone conference call, and SCE

communicated with CDWR that the project schedule could be reduced. Thus, the

payment schedule of the project needed to be escalated in order to capture the

underpayment versus the actual cost of the Interconnection Facilities. On June

14, 2016, CDWR agreed that they would prefer to pay the underpayment in lump

sum.

Amended IFA

The amended IFA reflects: (a) the execution of the Distribution Service

Agreement; (b) the Parties understanding to expedite the design, construction and

payments of the project; (c) the Parties execution of this Letter Agreement

amending the IFA; (d) revised Point of Change of Ownership; (e) revised

1 All capitalized terms used herein, and not otherwise defined, have the meanings ascribed to such terms in the IFA.


Estimated Cost; (f) revised Interconnection Facilities Charge; and (g) revised

Payment Schedule.

The estimated cost for the Distribution Provider’s Interconnection

Facilities has been revised as shown in the table below.

Interconnection Facilities Cost

One-Time Cost

Total Cost

Original IFA

$8,604,000 $110,000 $8,714,000

Revised IFA

$5,450,000 $50,000 $5,500,000

Difference ($3,154,000) ($60,000 ($3,214,000)

As a result of the revised estimated cost of the facilities, the

Interconnection Facilities Payment has decreased as shown in the following table:

Interconnection Facilities Payment

Interconnection

Facilities Payment2

Distribution Upgrades Payment

Reliability Network Upgrades Payment

Project Payment

Original IFA $11,616,850 $0 $0 $11,616,850 Revised IFA $6,946,130 $0 $0 $6,946,130 Difference/Decrease ($4,670,720) $0 $0 ($4,670,720)

The Interconnection Customer shall pay the new amount owed for the

Interconnection Facilities Payment in accordance with Section 13.1.2 of the IFA.

A copy of the letter agreement memorializing the parties’ agreement to the

amended IFA is provided herein as Attachment A to this filing letter.

2 The Interconnection Facilities Payment includes the Income Tax Component of Contribution.


Waiver

SCE respectfully requests, pursuant to Section 35.11 (18 C.F.R. § 35.11)

of the Commission’s regulations, waiver of the 60-day prior notice requirements

specified in Section 35.3 (18 C.F.R. § 35.3), and requests the Commission to

assign an effective date of December 13, 2016 to the amended IFA, which is the

day after this instant filing. Such waiver would be consistent with the

Commission’s policy set forth in Central Hudson Gas & Electric Corp., et al., 60

FERC ¶ 61,106 (1992), reh’g denied, 61 FERC ¶ 61,089 (1992), that waiver of

the 60-day prior notice requirement will generally be granted for filings that

reduce rates and charges, such as rate decreases. The granting of this waiver will

not have any impact on SCE’s other rate schedules.

Other Filing Requirements

No expenses or costs included in the rates tendered herein have been

alleged or judged in any administrative or judicial proceeding to be illegal,

duplicative, or unnecessary costs that are demonstrably the product of

discriminatory employment practices.

SCE believes that the data contained in this letter and the attachments

provide sufficient information upon which to approve this filing; however, to the

extent necessary, SCE further requests that the Commission waive its filing

requirements contained in Sections 35.5 and 35.13 of the Commission’s

regulations.

SCE believes that this filing conforms to any rule of general applicability

and to any Commission order specifically applicable to SCE, and has made copies

of this letter and all enclosures available for public inspection in SCE’s principal

FEDERAL ENERGY REGULATORY COMMISSION

Mailing List

NAME ADDRESS

Public Utilities Commission State of California Legal Division [email protected]

State Building 505 Van Ness Avenue San Francisco, California 94102

California Department of Water Resources Attention: Maifiny Foley [email protected]

2135 Butano Drive Suite 100 Sacramento, CA 95825

Attachment A

Title Page

Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Wholesale Distribution Access Tariff Tariff Record Title: Service Agreement No. 471

CITRUS PUMP STATION WHOLESALE DISTRIBUTION LOAD

INTERCONNECTION FACILITIES AGREEMENT

BETWEEN

STATE OF CALIFORNIA DEPARTMENT OF WATER RESOURCES

AND

SOUTHERN CALIFORNIA EDISON COMPANY

Contract Effective Date: 03-20-2013 Tariff Record Proposed Effective Date: 12-13-2016 905.471.2 Version Number: 2.0.0 WDT322 Option Code: A

CITRUS PUMP STATION WHOLESALE DISTRIBUTION LOAD INTERCONNECTION FACILITIES AGREEMENT BETWEEN

STATE OF CALIFORNIA, DEPARTMENT OF WATER RESOURCES 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. Interconnection Facilities: ................................................................................................... 9 9. Capital Additions: .............................................................................................................. 10 10. Removal of Interconnection Facilities: ........................................................................... 10 12. Charges: ............................................................................................................................. 11 13. Billing and Payment: ........................................................................................................ 11 14. Addresses For Billing And Payment: .............................................................................. 14 15. Disputes: ............................................................................................................................ 14 16. Amendment: ...................................................................................................................... 15 17. Assignment: ....................................................................................................................... 15 18. Audits: ................................................................................................................................ 15 19. Independent Contractor: ................................................................................................. 15 20. Operating Representatives: ............................................................................................. 15 21. Regulatory Authority: ...................................................................................................... 16 22. No Dedication Of Facilities: ............................................................................................. 16 23. No Third Party Rights: .................................................................................................... 16 24. Relationship Of Parties: ................................................................................................... 17 25. Waivers: ............................................................................................................................. 17 26. Governing Law: ................................................................................................................ 17 27. Notices: ............................................................................................................................... 17 28. Severability: ....................................................................................................................... 17 29. Entire Agreement: ............................................................................................................ 18 30. Ambiguities: ...................................................................................................................... 18 31. Child Support Compliance Act ....................................................................................... 18 32. Americans With Disabilities Act ..................................................................................... 18 33. Statement of Compliance ................................................................................................. 19 34. Non-Discrimination Clause .............................................................................................. 19 35. Domestic Partners ............................................................................................................ 19 36. Drug-Free Workplace Certification ............................................................................... 19 37. Worker’s Compensation Liability .................................................................................. 20 38. National Labor Relations Board ..................................................................................... 20

39. Expatriate Corporation .................................................................................................... 20 40. Conflict of Interest ............................................................................................................ 20 41. Air or Water Pollution Violation .................................................................................... 21 42. Contractor Name Change ................................................................................................ 21 43. Corporate Qualifications to Do Business in California ................................................. 22 44. Signature Clause: .............................................................................................................. 22

Exhibit A. Interconnection Facilities and Distribution Upgrades ....................................... 23 Exhibit B. Cost Summary ................................................................................................... 26

Exhibit C. Payment Schedule ............................................................................................. 28

Exhibit D. One-Line Diagram ............................................................................................ 29


STATE OF CALIFORNIA DEPARTMENT OF WATER RESOURCES AND


1. Parties:

The Parties to this Interconnection Facilities Agreement are the State of California, Department of Water Resources (“CDWR”) 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. CDWR is a department of the state of California engaged in the operation of the State Water Project pursuant to the laws of the State of California.

2.3. CDWR intends to serve the load of CDWR’s Citrus Pump Station Project to be located near the southwest corner of San Bernardino Avenue and Opal Avenue in the community of Mentone, California.

2.4. CDWR submitted a request to SCE in accordance with SCE’s WDAT for interconnection and wholesale Distribution Service from the California Independent System Operator Corporation (“ISO”) controlled transmission grid to a new SCE-owned Clementine 115 kV Substation at property located near the southwest corner of San Bernardino Avenue and Opal Avenue in the community of Mentone, California. CDWR intends to construct distribution facilities from the proposed new Clementine 115 kV Substation to serve the load of CDWR’s Citrus Pump Station Project. The amount of interconnection and Distribution Service requested by CDWR is 22 MW for a term of 30 years.

2.5. SCE conducted a System Impact Study and a Facilities Study to determine the electrical system impacts of the 22 MW load addition to SCE’s distribution and sub-transmission system. The necessary upgrades to interconnect the Citrus Pump Station Project are described in Exhibit A and shown in Exhibit D.

2.6. The Parties to entered into this Agreement and the corresponding Service Agreement on March 14, 2013 and April 8, 2016 respectively to specify the terms for SCE to provide interconnection service to CDWR’s Citrus Pump Station Project; for SCE to engineer, design, construct, install, own, operate and maintain the Interconnection Facilities; and for CDWR to pay for such service and facilities.

2.7. SCE has expedited the design/construction timelines of the project and therefore, the

Parties agreed to amend this Agreement to reflect the accelerated timelines and payments.

2.8.The Parties entered into a Letter Agreement amending this Agreement to specify the terms for SCE to accelerate the engineering, design and construction of the Interconnection Facilities, and for CDWR to accelerate the associated payments. Such amendment has been incorporated herein.

3. Agreement:

In consideration of the promises 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 Citrus Pump Station Wholesale Distribution Load

Interconnection Facilities Agreement between State of California, Department of Water Resources and Southern California Edison Company.

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

4.4. 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 Citrus Pump Station Project is directly interconnected, including the requirements pursuant to Section 215 of the Federal Power Act.

4.5. 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.

4.6. 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.

4.7. 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.

4.8. 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.

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

4.10. Citrus Pump Station Project: All equipment and facilities comprising CDWR’s distribution system serving the CDWR’s end-use load, consisting of two (2) three phase 1250 HP induction motors with variable frequency drive, two (2) three phase 2250 HP synchronous motors and four (4) three phase 2750 HP synchronous motors, as described by CDWR in its request and as installed by CDWR.

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 customers 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 of the WDAT.

4.15. Distribution System Facilities: Facilities within SCE’s Distribution System beyond the Point of Receipt, as specified in Exhibit A, necessary to interconnect the Citrus Pump Station Project safely and reliably to SCE’s Distribution System, which facilities would not be necessary but for the interconnection of the Citrus Pump Station Project.

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 CDWR, SCE, or any Affiliate thereof.

4.18. Interconnection Facilities: Facilities, as specified in Exhibit A and as shown in Exhibit D, owned by SCE to interconnect the Citrus Pump Station 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 CDWR 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. 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.

4.21. 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.

4.22. 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 B.

4.23. 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. The ITCC applicable to the Interconnection Facilities Cost is provided in Exhibit C.

4.24. Letter Agreement: The Letter Agreement entered into by the Parties amending this Agreement and the Service Agreement.

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

4.26. One-Time Cost: All costs determined by SCE to be associated with the installation of the Interconnection Facilities which are not capitalized.

4.27. Point of Change of Ownership: The point, as described in Section 3 of Exhibit A and shown in Exhibit D of this Agreement, where the Interconnection Facilities connect to the Citrus Pump Station Project.

4.28. Point of Interconnection: The point, as described in Section 4 of Exhibit A and shown in Exhibit D of this Agreement, where the Interconnection Facilities connect to the Distribution System.

4.29. 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. Service Agreement: The Service Agreement for Wholesale Distribution Service between the Parties executed concurrently herewith.

4.31. 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.

4.32. 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

(“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 CDWR 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 CDWR 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 8.7; or (v) the date specified by SCE 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 CDWR has given notice of termination and a filing with FERC is required to terminate this Agreement, CDWR shall support such filing before FERC if requested by SCE.

5.5. Upon termination of this Agreement, CDWR 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 Interconnection Facilities and Distribution System 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 in the WDAT shall apply. CDWR 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 CDWR 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, CDWR 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 CDWR 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, CDWR shall provide to SCE, in a form that is acceptable

to SCE in its sole discretion, (a) evidence that CDWR has one of the ratings specified in Section 7.1; (b) an unconditional and irrevocable guarantee of CDWR’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 CDWR 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, CDWR 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 CDWR 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, CDWR 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 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 CDWR 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 $11,725,400. The Credit Support

amount may be reduced dollar-for-dollar by any payments received by SCE from CDWR pursuant to the payment schedule in Exhibit C of this Agreement.

7.6. Upon the Interconnection Facilities Completion Date and until all obligations of CDWR 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 $572,763.

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. CDWR shall operate, and maintain the Citrus Pump Station Project in accordance

with the applicable ISO Tariff provisions and protocols, WDAT provisions, the Applicable Reliability Standards, and Good Utility Practice.

8.2. CDWR shall make all necessary arrangements to provide 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.

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

8.4. SCE shall use commercially reasonable efforts to construct, successfully test and declare ready for service the Interconnection Facilities on or before eighty (80) months from the Effective Date of this Agreement. However, CDWR 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 are contingent upon CDWR providing easements to SCE pursuant to Section 8.2.

8.5. The maximum capacity of the Interconnection Facilities made available by SCE to CDWR for the purpose of interconnecting and delivering energy and other services from the ISO under this Agreement shall be 22 MW. CDWR acknowledges that if CDWR wishes to increase the amount of interconnection and Distribution Service provided pursuant to this Agreement and the Service Agreement, CDWR shall be required to submit a new application for such services in accordance with the terms and conditions of the WDAT.

8.6. CDWR shall comply with all Applicable Reliability Standards for the Citrus Pump Station Project. SCE will not assume any responsibility for complying with

mandatory reliability standards for such facilities and offers no opinion as to whether CDWR must register with NERC. Such determination is the responsibility of CDWR. If required to register with NERC, CDWR shall be responsible for complying with all Applicable Reliability Standards for the Citrus Pump Station Project up to the Point of Change of Ownership as described in Exhibit A and shown in Exhibit D of this Agreement.

8.7. CDWR shall not cause the Citrus Pump Station Project to operate in parallel with or to interconnect to any other electrical facilities, which facilities shall include, but not be limited to, CDWR’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 CDWR fails to comply with the requirements set forth in this Section 8.7, then SCE shall have the right to terminate this Agreement, subject to FERC acceptance or approval.

8.8. CDWR shall ensure that all CDWR-owned electrical facilities are always a balanced system across all three phases.

8.9. This Agreement governs the facilities required to interconnect the Citrus Pump Station Project to SCE’s electrical system pursuant to the WDAT and as described herein. CDWR 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.

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 Applicable Reliability Standards and Good Utility Practice (which may include compliance with system or regulatory requirements), CDWR shall pay all charges associated with such Capital Additions in accordance with Section 13.

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, CDWR 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 CDWR 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 CDWR. 10.2. On or before the date one year following termination of this Agreement, SCE shall

notify CDWR 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 CDWR 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 CDWR of SCE’s intention within the specified time, then CDWR shall have no obligation to pay such Removal Cost.

11. Other Taxes:

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

12. Charges:

12.1. CDWR 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 21.3; (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, 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 CDWR for charges under this Agreement, and CDWR shall pay such bills, in accordance with the Billing and Payment provisions of the WDAT.

13.1.2. CDWR 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 CDWR 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 CDWR 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 CDWR 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 13.1.8.2.

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 CDWR 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 CDWR 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 CDWR for the difference

between the amounts previously paid by CDWR 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 CDWR the difference between the amounts previously paid by CDWR 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 CDWR for the difference between the amounts previously paid by CDWR and the amounts which would have been paid 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 CDWR the difference between the amounts previously paid by CDWR 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.

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 CDWR for the Removal Cost. CDWR shall pay the Removal Cost in accordance with Section 12.1. 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 CDWR 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 CDWR for the difference between the amount previously paid by CDWR 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. 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 CDWR the difference between the amount previously paid by CDWR 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.

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 FERC approval.

14. Addresses For Billing And Payment:

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

Southern California Edison Company Accounts Receivable PO Box 800 Rosemead, California 91771-0001

SCE may, at any time, by written notice to CDWR 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 CDWR shall be sent to: State of California Department of Water Resources Power Settlements and Market Operations 3310 El Camino Ave., Suite 300 Sacramento, CA 95821

CDWR 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 CDWR 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. The Parties agree to make reasonable and good faith efforts to continue with their responsibilities during any disputes. Any breach of Sections 31 through 43 of this Agreement shall not excuse non-performance by the Parties of their obligations under this Agreement.

16. Amendment:

Amendments to the Agreement are governed by Section 16 of the Agreement. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the Parties. To the extent there are changes to the WDAT which affect the rights and obligations of the Parties hereunder, the Parties agree to work in good faith to amend this Agreement to address such changes.

17. Assignment:

This Agreement is not assignable by CDWR or SCE, either in whole or in part, without the consent of the other Party in the form of a formal written amendment, such consent not to be unreasonably withheld.

18. Audits:

SCE agrees that CDWR, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. SCE agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. SCE agrees to allow the auditor(s) access to such records during normal business hours and to allow interview of any employees who might reasonably have information related to such records. (Government Code Section 8546.7)

19. Independent Contractor:

SCE, and its agents and employees, in the performance of this Agreement, will act in an independent capacity and not as officers or employees or agents of CDWR.

20. 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.

21. Regulatory Authority:

21.1. 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 CDWR shall support SCE in obtaining all necessary authorizations and approvals for this Agreement.

21.2. 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 CDWR to oppose such changes under Section 205 of the Federal Power Act; (iii) the right of CDWR 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 CDWR under Section 206 of the Federal Power Act. Any change shall become effective pursuant to Section 205 of the Federal Power Act.

21.3. CDWR 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 CDWR 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. 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 the portions of the Agreement that is held invalid so as to place each Party as nearly as possible in the position contemplated by this Agreement.

29. 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.

30. 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.

31. Child Support Compliance Act

31.1 SCE recognizes the importance of child and family support obligations and shall

fully comply with all applicable State and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and

31.2 SCE, to the best of its knowledge, is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

32. Americans With Disabilities Act

SCE assures CDWR that it complies with the Americans With Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA, and, to the extent it learns of any material noncompliance, it will act to remedy such noncompliance. (42 U.S.C 12101 et.seq.)

33. Statement of Compliance

SCE has, unless exempted, complied with the non-discrimination program requirements, and, to the extent that it learns of any material noncompliance, shall take steps to remedy such noncompliance. (Government Code Sections 12990 (a-f) and CCR, Title 2, Section 8103).

34. Non-Discrimination Clause

During the performance of this Agreement, SCE shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS, mental disability, medical condition (e.g., cancer), age (over 40), marital status and denial of family care leave. SCE shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. SCE shall comply with the provision of the Fair Employment and Housing Act (Gov. Code Section 12990 (a-f) et. seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et. seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. SCE will give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreements. SCE will include the non-discrimination and compliance provisions of this clause in all subcontracts that perform work under the Agreement. SCE shall attempt to ensure that its subcontractors also comply with these laws.

35. Domestic Partners

SCE certifies that it is in compliance with Public Contract Code Section 10295.3, and to the extent it learns of any noncompliance, it will remedy such noncompliance in accordance with applicable regulatory or statutory requirements.

36. Drug-Free Workplace Certification

The Parties certify to provide a drug-free workplace for each Party's respective employees. The Parties shall accomplish this by the following:

36.1 Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against them for violations.

36.2 Establish a Drug-Free Awareness Program to inform employees about: a. the dangers of drug abuse in the workplace; b. the person’s organization’s policy of maintaining a drug-free workplace; c. any available counseling, rehabilitation, and employee assistance programs, and d. penalties that may be imposed upon employees for drug abuse violations.

36.3 Every employee who performs work pursuant to the Agreement shall: a. receive a copy of the company’s drug-free workplace policy statement; and b. agree to abide by the terms of the company’s statement as a condition of

employment.

37. Worker’s Compensation Liability

Each Party affirms it is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for workers compensation, or to undertake self-insurance in accordance with the provisions of such Code. Each Party affirms it shall comply with such provisions prior to the execution of this Agreement.

38. National Labor Relations Board

SCE declares under penalty of perjury that no more than one final, unappealable finding of contempt of court by a Federal court has been issued against it within the immediately preceding two-year period because of its failure to comply with an order of a Federal court which ordered it to comply with an order of the National Labor Relations Board. (Public Contract Code Section 10296)

39. Expatriate Corporation

SCE hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of the Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.

40. Conflict of Interest

SCE needs to be aware of the following provisions regarding current or former state employees. If SCE has any questions on the status of any person rendering services or involved with the Agreement, CDWR must be contacted immediately for clarification.

Current State Employees (Public Contract Code Section 10410): 1) No officer or employee shall engage in any employment, activity or enterprise

from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.

2) No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Public Contract Code Section 10411): 1) For the two-year period from the date he or she left state employment, no

former state officer or employee may enter into a contract in which he or she engage in any of the negotiations, transaction, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency.

2) For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

Every contract entered in violation of this Section 40 is void, unless the violation is technical or nonsubstantive. (Public Contract Code Section 10420) Members of boards and commissions are exempt from this Section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Public Contract Code Section 10430(e).)

41. Air or Water Pollution Violation

SCE assures CDWR that it intends to comply with all applicable environmental laws and regulations, including but not limited to those pertaining to the control of air pollution and water pollution. To the extent SCE learns of any noncompliance, it will remedy such noncompliance in accordance with applicable regulatory or statutory requirements.

42. Contractor Name Change

An amendment is required to change SCE’s name as listed on this Agreement. Upon receipt of legal documentation of the name change CDWR will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.

43. Corporate Qualifications to Do Business in California

1) When agreements are to be performed in the state by corporations, the contracting

agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled.

2) “Doing business” is defined in Revenue and Taxation Code Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax.

3) Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. CDWR will determine whether SCE is in good standing by calling the Office of the Secretary of State.

44. 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 March, 2013.

SOUTHERN CALIFORNIA EDISON COMPANY By: /s/ Kevin Payne Name: Kevin Payne Title: Vice President CALIFORNIA DEPARTMENT OF WATER RESOURCES By: /s/ Carl Torgersen Name: Carl Torgersen Title: Deputy Director

Exhibit A. Interconnection Facilities and Distribution Upgrades

Interconnection Facilities described in this Exhibit A are based on SCE’s preliminary engineering and design. Such descriptions are subject to modification to reflect the actual facilities constructed and installed following SCE’s final engineering and design, identification of field conditions, and compliance with applicable environmental and permitting requirements. 1. Interconnection Facilities: SCE shall

(a) Engineer and construct the Clementine 115 kV Substation, which will be comprised of one 115 kV, 1200 A, 31.5 kA circuit breaker; four sets of 115 kV, 1200 A disconnect switches, three 115 kV surge arrestors, station light and power transformers with fused 115 kV disconnect switches, and revenue metering equipment.

(b) Engineer and construct a mechanical and electrical equipment room (“MEER”), which will contain the batteries and battery charger, circuit breaker controls, one remote terminal unit (“RTU”), one station light and power panel, AC & DC distribution panels and protection relays.

(c) Install appropriate line protection at the new Clementine 115 kV Substation. Such line protection is expected to include the following:

a. One (1) Schweitzer SEL-311L relay to be used as line differential protection.

b. One (1) GE F60 relay to be used as directional overcurrent protection. CDWR shall un-ground any CDWR-installed transformers on the 115 kV side of the Citrus Pump Station Project.

(d) Install one (1) RTU at the Clementine 115 kV Substation to monitor the 115 kV lines MW, MVAR, phase amps, 115 kV CB status/control and relay protection status alarm. Install the required channels to support the connection of the RTU’s to be at the Clementine 115 kV Substation.

(e) If the customer data cannot be obtained from the RTU that will be installed at the Clementine 115 kV Substation, then a second RTU will need to be installed at the Citrus Pump Station Project to monitor the customer data described in Exhibit A, Section 1(d) above. Notwithstanding that such second RTU would be located on CDWR’s side of the Point of Change of Ownership, SCE shall own, operate and maintain the RTU as part of SCE’s Interconnection Facilities. The Parties shall coordinate RTU placement plans and access.

(f) Install a 115 kV tap line from the Mentone-Purewater 115 kV sub-transmission line into the new Clementine 115 kV Substation to include approximately three (3) tubular steel poles, four (4) light weight steel poles, and three (3) pole top switches. This will form the Mentone–Clementine–Purewater 115 kV sub-transmission lines.

(g) Telecommunications. Install all required light-wave, channel, fiber optic cables and associated equipment (including terminal equipment), supporting diverse protection, RTU and SCADA requirements for the interconnection of the Citrus Pump Station Project, which will include installation of approximately 800 feet of

overhead fiber optic cable and 1,100 feet of underground fiber optic cable from the Citrus Pump Station Project to Clementine 115 kV Substation and to existing SCE fiber optic cables. Also, install circuit cross connections between the Citrus Pump Station Project to the Clementine 115 kV Substation to support protection and SCADA requirements. Notwithstanding that certain telecommunication equipment, including the telecommunications terminal equipment, will be located on CDWR’s side of the Point of Change of Ownership, SCE shall own, operate and maintain such telecommunication equipment as part of SCE’s Interconnection Facilities. The Parties shall coordinate fiber optic cabling routing and terminal equipment plans at Citrus Pump Station Project.

(h) Real Properties, Transmission Project Licensing, and Environmental Health and Safety.

a. Obtain easements and/or acquire land, obtain licensing and permits, and perform all required environmental activities for the installation of the Interconnection Facilities, including any associated telecommunication equipment for the Clementine 115 kV Substation 115 kV line and telecommunication route.

b. Review the compliance requirements under CPUC General Order No. 131-D as one of its initial efforts. The Parties agree that the estimated Interconnection Facilities Cost and the estimated time to construct, successfully test and declare the Interconnection Facilities ready for service will be reduced as the result of a complete or partial exemption from the requirements of GO No. 131-D assumed in the estimate of costs shown in Exhibit A and Exhibit D of this Agreement and in Section 8.4. The aforementioned Exhibits and section will be updated in an amendment to this Agreement, subject to FERC’s acceptance. Such reductions will be determined at the time of the complete or partial exemption from the requirements of GO No. 131-D. SCE will credit future payment obligations or promptly return, at CDWR’s direction, any amounts which have been paid that are in excess of the adjusted estimated amount.

2. Distribution System Facilities: SCE shall

a. Install channel equipment additions at Mentone and Purewater Substations.

3. Point of Change of Ownership:

a. The Point of Change of Ownership shall be the point where the CDWR conductors span into the Clementine 115 kV Substation and connect to the load side of the SCE dead-end structure. The CDWR owned conductors will be connected to the load side of the SCE dead-end structure facing the Citrus Pump Station. CDWR shall own and maintain the conductors, insulators, jumper loops to the customer side of the customer line disconnect switch, and the Citrus Pump Station Project. SCE will own and maintain the Clementine Substation, as well as all circuit breakers, disconnects, relay facilities and metering within the Clementine Substation, together with the line drops and jumper loops, except for

the jumper loops to the customer side of the customer line disconnect switch. CDWR will own the insulators that are used to attach the CDWR-owned conductors to the SCE dead-end structure.

4. Point of Interconnection. A 115 kV tap line on the Mentone–Purewater 115 kV sub-

transmission line.

Exhibit B. Cost Summary

1. Estimated Cost

Element


One-Time Cost

Total

Clementine 115 kV Substation – 115 kV line drop

$ 680,000

$ 680,000

Clementine 115 kV Substation – 115 kV deadend interface

$ 3,160,000

$ 3,160,000

Sub-transmission – Mentone – Purewater 115 kV tap Line

$ 550,000 $ 50,000

$ 600,000 Telecommunications – protection for RTU – 2 fiber optic cable taps to Mentone–Purewater fiber optic cable, install circuit cross connections

$ 620,000

$ 620,000

ECS – 2 fiber optic cable taps to Mentone–Purewater fiber optic cable

$ 330,000

$ 330,000

Power System Control – RTU at Clementine 115 kV Substation

$ 20,000

$ 20,000

Corporate Real Estate $ 50,000

$ 50,000

Licensing $ 0 $ 0

Corporate Environmental Health and Safety

$ 40,000

$ 40,000

Totals

$ 5,450,000

$ 50,000

$ 5,500,000

2. Actual Cost [TO BE INSERTED AFTER TRUE-UP OF ACTUAL COSTS]

Element


One-Time Cost

Total Cost




Telecommunication – Protection for RTU – 2 fiber optic cable taps to Mentone-Purewater fiber optic cable, circuit cross connections

ECS – 2 fiber optic cable taps to Mentone-Purewater fiber optic cable


Corporate Real Estate

Licensing Corporate Environmental Health and Safety

Totals

3. Interconnection Facilities Charge.

a. Interconnection Facilities Charge

Effective

Customer-Financed Monthly Rate for

Non-ISO-Controlled Facilities

Estimated Cost

of Interconnection

Facilities

Interconnection Facilities Charge

Based on Estimated Cost

Actual Cost of Interconnection

Facilities

Interconnection Facilities

Charge Based on Actual Cost

As of the Interconnection

Facilities Completion

Date

See Section 4.1 of

Attachment J to the

WDAT*

$5,450,000

Customer-Financed

Monthly Rate for Non-ISO-Controlled Facilities x


[to be inserted after true-up]


*Attachment J to the WDAT is available at the following link: https://www.sce.com/openaccess

Exhibit C. Payment Schedule 1. The payment schedule amounts shown below are based on an estimate of the quarterly

incurred costs for SCE’s Interconnection Facilities and associated One-Time Cost and ITCC.

Payment No.

Payment Due Date


(Subject to ITCC)


One-Time Cost (Not Subject to

ITCC)

ITCC* Total Payment

Amount

Payment Status

1 3/1/13 $97,000 $0 $21,340 $118,340 Paid

2 5/1/13 $205,000 $0 $45,100 $250,100 Paid

3 8/1/13 $306,000 $0 $67,320 $373,320 Paid

4 11/1/13 $343,000 $0 $90,540 $433,540 Paid

5 2/1/14 $357,000 $0 $124,950 $481,950 Paid

6 5/1/14 $331,000 $0 $115,850 $446,850 Paid

7 8/1/14 $292,000 $0 $102,200 $394,200 Paid

8 11/1/14 $292,000 $0 $102,200 $394,200 Paid

9 2/1/15 $72,000 $0 $25,200 $97,200 Paid

10 5/1/15 $72,000 $0 $25,200 $97,200 Paid

11 8/1/15 $72,000 $0 $25,200 $97,200 Paid

12 11/1/15 $72,000 $0 $25,200 $97,200 Paid

13 2/1/16 $75,000 $0 $26,250 $101,250 Paid

14 5/1/16 $75,000 $0 $26,250 $101,250 Paid

15 8/1/16 $75,000 $0 $26,250 $101,250 Paid

16 11/1/16 $2,714,000 $50,000 $597,080 $3,361,080

Totals $5,450,000 $50,000 $1,446,130 $6,946,130

* The ITCC rate applied to any payments received by SCE in calendar years 2013 and 2016 shall be 22%. Otherwise, for any payments received by SCE other than in calendar years 2013 and 2016, the ITCC rate shall be 35%. All amounts shown are in nominal dollars. Interconnection Facilities Payment = (Interconnection Facilities Cost + associated ITCC + associated One-Time Cost) = $6,946,130

Exhibit D. One-Line Diagram

Title Page

Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Wholesale Distribution Access Tariff Tariff Record Title: Service Agreement No. 471

CITRUS PUMP STATION WHOLESALE DISTRIBUTION LOAD

INTERCONNECTION FACILITIES AGREEMENT

BETWEEN

STATE OF CALIFORNIA DEPARTMENT OF WATER RESOURCES

AND


Contract Effective Date: 03-20-2013 Tariff Record Proposed Effective Date: 012-013-2016 905.471.21 Version Number: 21.0.0 WDT322 Option Code: A


STATE OF CALIFORNIA, DEPARTMENT OF WATER RESOURCES 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. Interconnection Facilities: ................................................................................................... 9 9. Capital Additions: .............................................................................................................. 10 10. Removal of Interconnection Facilities: ........................................................................... 10 12. Charges: ............................................................................................................................. 11 13. Billing and Payment: ........................................................................................................ 11 14. Addresses For Billing And Payment: .............................................................................. 14 15. Disputes: ............................................................................................................................ 15 16. Amendment: ...................................................................................................................... 15 17. Assignment: ....................................................................................................................... 15 18. Audits: ................................................................................................................................ 15 19. Independent Contractor: ................................................................................................. 15 20. Operating Representatives: ............................................................................................. 16 21. Regulatory Authority: ...................................................................................................... 16 22. No Dedication Of Facilities: ............................................................................................. 16 23. No Third Party Rights: .................................................................................................... 17 24. Relationship Of Parties: ................................................................................................... 17 25. Waivers: ............................................................................................................................. 17 26. Governing Law: ................................................................................................................ 17 27. Notices: ............................................................................................................................... 17 28. Severability: ................................................................................................................... 1718 29. Entire Agreement: ............................................................................................................ 18 30. Ambiguities: ...................................................................................................................... 18 31. Child Support Compliance Act ....................................................................................... 18 32. Americans With Disabilities Act ................................................................................. 1819 33. Statement of Compliance ................................................................................................. 19 34. Non-Discrimination Clause .............................................................................................. 19 35. Domestic Partners ............................................................................................................ 19 36. Drug-Free Workplace Certification ........................................................................... 1920 37. Worker’s Compensation Liability .................................................................................. 20 38. National Labor Relations Board ..................................................................................... 20

39. Expatriate Corporation .................................................................................................... 20 40. Conflict of Interest ........................................................................................................ 2021 41. Air or Water Pollution Violation .................................................................................... 21 42. Contractor Name Change ............................................................................................ 2122 43. Corporate Qualifications to Do Business in California ................................................. 22 44. Signature Clause: .............................................................................................................. 22

Exhibit A. Interconnection Facilities and Distribution Upgrades ....................................... 23 Exhibit B. Cost Summary ................................................................................................... 26

Exhibit C. Payment Schedule ............................................................................................. 28

Exhibit D. One-Line Diagram ............................................................................................ 29


STATE OF CALIFORNIA DEPARTMENT OF WATER RESOURCES AND


1. Parties:

The Parties to this Interconnection Facilities Agreement are the State of California, Department of Water Resources (“CDWR”) 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. CDWR is a department of the state of California engaged in the operation of the State Water Project pursuant to the laws of the State of California.

2.3. CDWR intends to serve the load of CDWR’s Citrus Pump Station Project to be located near the southwest corner of San Bernardino Avenue and Opal Avenue in the community of Mentone, California.

2.4. CDWR submitted a request to SCE in accordance with SCE’s WDAT for interconnection and wholesale Distribution Service from the California Independent System Operator Corporation (“ISO”) controlled transmission grid to a new SCE-owned Clementine 115 kV Substation at property located near the southwest corner of San Bernardino Avenue and Opal Avenue in the community of Mentone, California. CDWR intends to construct distribution facilities from the proposed new Clementine 115 kV Substation to serve the load of CDWR’s Citrus Pump Station Project. The amount of interconnection and Distribution Service requested by CDWR is 22 MW for a term of 30 years.

2.5. SCE conducted a System Impact Study and a Facilities Study to determine the electrical system impacts of the 22 MW load addition to SCE’s distribution and sub-transmission system. The necessary upgrades to interconnect the Citrus Pump Station Project are described in Exhibit A and shown in Exhibit D.

2.6. The Parties desire to entered into this Agreement and the corresponding a Service Agreement on March 14, 2013 and April 8, 2016 respectively to specify the terms for SCE to provide interconnection service to CDWR’s Citrus Pump Station Project; for SCE to engineer, design, construct, install, own, operate and maintain the Interconnection Facilities; and for CDWR to pay for such service and facilities.

2.7. SCE and CDWR intend to execute a WDAT Service Agreement in connection with

this Agreement to implement wholesale Distribution Service under SCE's WDAT.SCE has expedited the design/construction timelines of the project and therefore, the Parties agreed to amend this Agreement to reflect the accelerated timelines and payments.

2.7.2.8. The Parties entered into a Letter Agreement amending this Agreement to specify the terms for SCE to accelerate the engineering, design and construction of the Interconnection Facilities, and for CDWR to accelerate the associated payments. Such amendment has been incorporated herein.

3. Agreement:

In consideration of the promises 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 Citrus Pump Station Wholesale Distribution Load

Interconnection Facilities Agreement between State of California, Department of Water Resources and Southern California Edison Company.

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

4.4. 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 Citrus Pump Station Project is directly interconnected, including the requirements pursuant to Section 215 of the Federal Power Act.

4.5. 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.

4.6. 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.

4.7. 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.

4.8. 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.

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

4.10. Citrus Pump Station Project: All equipment and facilities comprising CDWR’s distribution system serving the CDWR’s end-use load, consisting of two (2) three phase 1250 HP induction motors with variable frequency drive, two (2) three phase 2250 HP synchronous motors and four (4) three phase 2750 HP synchronous motors, as described by CDWR in its request and as installed by CDWR.

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 customers 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 of the WDAT.

4.15. Distribution System Facilities: Facilities within SCE’s Distribution System beyond the Point of Receipt, as specified in Exhibit A, necessary to interconnect the Citrus Pump Station Project safely and reliably to SCE’s Distribution System, which facilities would not be necessary but for the interconnection of the Citrus Pump Station Project.

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 CDWR, SCE, or any Affiliate thereof.

4.18. Interconnection Facilities: Facilities, as specified in Exhibit A and as shown in Exhibit D, owned by SCE to interconnect the Citrus Pump Station 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 CDWR 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. 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.

4.21. 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.

4.22. 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 B.

4.23. 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. The ITCC applicable to the Interconnection Facilities Cost is provided in Exhibit C.

4.23.4.24. Letter Agreement: The Letter Agreement entered into by the Parties amending this Agreement and the Service Agreement.

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

4.25.4.26. One-Time Cost: All costs determined by SCE to be associated with the installation of the Interconnection Facilities which are not capitalized.

4.26.4.27. Point of Change of Ownership: The point, as described in Section 3 of Exhibit A and shown in Exhibit D of this Agreement, where the Interconnection Facilities connect to the Citrus Pump Station Project.

4.27.4.28. Point of Interconnection: The point, as described in Section 4 of Exhibit A and shown in Exhibit D of this Agreement, where the Interconnection Facilities connect to the Distribution System.

4.28.4.29. 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.

4.29.4.30. Service Agreement: The Service Agreement for Wholesale Distribution Service between the Parties executed concurrently herewith.

4.30.4.31. 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.

4.31.4.32. 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

(“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 CDWR 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 CDWR 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 8.7; or (v) the date specified by SCE 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 CDWR has given notice of termination and a filing with FERC is required to terminate this Agreement, CDWR shall support such filing before FERC if requested by SCE.

5.5. Upon termination of this Agreement, CDWR 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 Interconnection Facilities and Distribution System 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 in the WDAT shall apply. CDWR 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 CDWR 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, CDWR 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 CDWR 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, CDWR shall provide to SCE, in a form that is acceptable to SCE in its sole discretion, (a) evidence that CDWR has one of the ratings specified in Section 7.1; (b) an unconditional and irrevocable guarantee of CDWR’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 CDWR 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, CDWR 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 CDWR 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, CDWR 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 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 CDWR 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 $11,725,400. The Credit Support amount may be reduced dollar-for-dollar by any payments received by SCE from CDWR pursuant to the payment schedule in Exhibit C of this Agreement.

7.6. Upon the Interconnection Facilities Completion Date and until all obligations of CDWR 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 $572,763.

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. CDWR shall operate, and maintain the Citrus Pump Station Project in accordance

with the applicable ISO Tariff provisions and protocols, WDAT provisions, the Applicable Reliability Standards, and Good Utility Practice.

8.2. CDWR shall make all necessary arrangements to provide 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.

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

8.4. SCE shall use commercially reasonable efforts to construct, successfully test and declare ready for service the Interconnection Facilities on or before eighty (80) months from the Effective Date of this Agreement. However, CDWR 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 are contingent upon CDWR providing easements to SCE pursuant to Section 8.2.

8.5. The maximum capacity of the Interconnection Facilities made available by SCE to CDWR for the purpose of interconnecting and delivering energy and other services from the ISO under this Agreement shall be 22 MW. CDWR acknowledges that if CDWR wishes to increase the amount of interconnection and Distribution Service provided pursuant to this Agreement and the Service Agreement, CDWR shall be required to submit a new application for such services in accordance with the terms and conditions of the WDAT.

8.6. CDWR shall comply with all Applicable Reliability Standards for the Citrus Pump Station Project. SCE will not assume any responsibility for complying with mandatory reliability standards for such facilities and offers no opinion as to whether CDWR must register with NERC. Such determination is the responsibility of CDWR. If required to register with NERC, CDWR shall be responsible for complying with all Applicable Reliability Standards for the Citrus Pump Station Project up to the Point of Change of Ownership as described in Exhibit A and shown in Exhibit D of this Agreement.

8.7. CDWR shall not cause the Citrus Pump Station Project to operate in parallel with or to interconnect to any other electrical facilities, which facilities shall include, but not be limited to, CDWR’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 CDWR fails to comply with the requirements set forth in this Section 8.7, then SCE shall have the right to terminate this Agreement, subject to FERC acceptance or approval.

8.8. CDWR shall ensure that all CDWR-owned electrical facilities are always a balanced system across all three phases.

8.9. This Agreement governs the facilities required to interconnect the Citrus Pump Station Project to SCE’s electrical system pursuant to the WDAT and as described herein. CDWR 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.

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 Applicable Reliability Standards and Good Utility Practice (which may include compliance with system or regulatory requirements), CDWR shall pay all charges associated with such Capital Additions in accordance with Section 13.

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, CDWR 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 CDWR 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 CDWR. 10.2. On or before the date one year following termination of this Agreement, SCE shall

notify CDWR 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 CDWR 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 CDWR of SCE’s intention within the specified time, then CDWR shall have no obligation to pay such Removal Cost.

11. Other Taxes:

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

12. Charges:

12.1. CDWR 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 21.3; (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, 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 CDWR for charges under this Agreement, and CDWR shall pay such bills, in accordance with the Billing and Payment provisions of the WDAT.

13.1.2. CDWR 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 CDWR 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 CDWR 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 CDWR 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 13.1.8.2.

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 CDWR 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 CDWR 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 CDWR for the difference between the amounts previously paid by CDWR 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 CDWR the difference between the amounts previously paid by CDWR 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 CDWR for the difference between the amounts previously paid by CDWR and the amounts which would have been paid 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 CDWR the difference between the amounts previously paid by CDWR 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.

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 CDWR for the Removal Cost. CDWR shall pay the Removal Cost in accordance with Section 12.1. 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 CDWR 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 CDWR for the difference between the amount previously

paid by CDWR 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.

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 CDWR the difference between the amount previously paid by CDWR 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.

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 FERC approval.

14. Addresses For Billing And Payment:

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

Southern California Edison Company Accounts Receivable PO Box 800 Rosemead, California 91771-0001

SCE may, at any time, by written notice to CDWR 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 CDWR shall be sent to: State of California Department of Water Resources Power Settlements and Market Operations 3310 El Camino Ave., Suite 300 Sacramento, CA 95821

CDWR 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 CDWR 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. The Parties agree to make reasonable and good faith efforts to continue with their responsibilities during any disputes. Any breach of Sections 31 through 43 of this Agreement shall not excuse non-performance by the Parties of their obligations under this Agreement.

16. Amendment:

Amendments to the Agreement are governed by Section 16 of the Agreement. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the Parties. To the extent there are changes to the WDAT which affect the rights and obligations of the Parties hereunder, the Parties agree to work in good faith to amend this Agreement to address such changes.

17. Assignment:

This Agreement is not assignable by CDWR or SCE, either in whole or in part, without the consent of the other Party in the form of a formal written amendment, such consent not to be unreasonably withheld.

18. Audits:

SCE agrees that CDWR, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. SCE agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. SCE agrees to allow the auditor(s) access to such records during normal business hours and to allow interview of any employees who might reasonably have information related to such records. (Government Code Section 8546.7)

19. Independent Contractor:

SCE, and its agents and employees, in the performance of this Agreement, will act in an independent capacity and not as officers or employees or agents of CDWR.

20. 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.

21. Regulatory Authority:

21.1. 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 CDWR shall support SCE in obtaining all necessary authorizations and approvals for this Agreement.

21.2. 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 CDWR to oppose such changes under Section 205 of the Federal Power Act; (iii) the right of CDWR 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 CDWR under Section 206 of the Federal Power Act. Any change shall become effective pursuant to Section 205 of the Federal Power Act.

21.3. CDWR 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 CDWR 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. 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 the portions of the Agreement that is held invalid so as to place each Party as nearly as possible in the position contemplated by this Agreement.

29. 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.

30. 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.

31. Child Support Compliance Act

31.1 SCE recognizes the importance of child and family support obligations and shall

fully comply with all applicable State and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and

31.2 SCE, to the best of its knowledge, is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

32. Americans With Disabilities Act

SCE assures CDWR that it complies with the Americans With Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA, and, to the extent it learns of any

material noncompliance, it will act to remedy such noncompliance. (42 U.S.C 12101 et.seq.)

33. Statement of Compliance

SCE has, unless exempted, complied with the non-discrimination program requirements, and, to the extent that it learns of any material noncompliance, shall take steps to remedy such noncompliance. (Government Code Sections 12990 (a-f) and CCR, Title 2, Section 8103).

34. Non-Discrimination Clause

During the performance of this Agreement, SCE shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS, mental disability, medical condition (e.g., cancer), age (over 40), marital status and denial of family care leave. SCE shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. SCE shall comply with the provision of the Fair Employment and Housing Act (Gov. Code Section 12990 (a-f) et. seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et. seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. SCE will give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreements. SCE will include the non-discrimination and compliance provisions of this clause in all subcontracts that perform work under the Agreement. SCE shall attempt to ensure that its subcontractors also comply with these laws.

35. Domestic Partners

SCE certifies that it is in compliance with Public Contract Code Section 10295.3, and to the extent it learns of any noncompliance, it will remedy such noncompliance in accordance with applicable regulatory or statutory requirements.

36. Drug-Free Workplace Certification

The Parties certify to provide a drug-free workplace for each Party's respective employees. The Parties shall accomplish this by the following:

36.1 Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against them for violations.

36.2 Establish a Drug-Free Awareness Program to inform employees about: a. the dangers of drug abuse in the workplace; b. the person’s organization’s policy of maintaining a drug-free workplace; c. any available counseling, rehabilitation, and employee assistance programs, and d. penalties that may be imposed upon employees for drug abuse violations.

36.3 Every employee who performs work pursuant to the Agreement shall: a. receive a copy of the company’s drug-free workplace policy statement; and b. agree to abide by the terms of the company’s statement as a condition of

employment.

37. Worker’s Compensation Liability

Each Party affirms it is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for workers compensation, or to undertake self-insurance in accordance with the provisions of such Code. Each Party affirms it shall comply with such provisions prior to the execution of this Agreement.

38. National Labor Relations Board

SCE declares under penalty of perjury that no more than one final, unappealable finding of contempt of court by a Federal court has been issued against it within the immediately preceding two-year period because of its failure to comply with an order of a Federal court which ordered it to comply with an order of the National Labor Relations Board. (Public Contract Code Section 10296)

39. Expatriate Corporation

SCE hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of the Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.

40. Conflict of Interest

SCE needs to be aware of the following provisions regarding current or former state employees. If SCE has any questions on the status of any person rendering services or involved with the Agreement, CDWR must be contacted immediately for clarification.

Current State Employees (Public Contract Code Section 10410): 1) No officer or employee shall engage in any employment, activity or enterprise

from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.

2) No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Public Contract Code Section 10411): 1) For the two-year period from the date he or she left state employment, no

former state officer or employee may enter into a contract in which he or she engage in any of the negotiations, transaction, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency.

2) For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

Every contract entered in violation of this Section 40 is void, unless the violation is technical or nonsubstantive. (Public Contract Code Section 10420) Members of boards and commissions are exempt from this Section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Public Contract Code Section 10430(e).)

41. Air or Water Pollution Violation

SCE assures CDWR that it intends to comply with all applicable environmental laws and regulations, including but not limited to those pertaining to the control of air pollution and water pollution. To the extent SCE learns of any noncompliance, it will remedy such noncompliance in accordance with applicable regulatory or statutory requirements.

42. Contractor Name Change

An amendment is required to change SCE’s name as listed on this Agreement. Upon receipt of legal documentation of the name change CDWR will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.

43. Corporate Qualifications to Do Business in California

1) When agreements are to be performed in the state by corporations, the contracting

agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled.

2) “Doing business” is defined in Revenue and Taxation Code Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax.

3) Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. CDWR will determine whether SCE is in good standing by calling the Office of the Secretary of State.

44. 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 March, 2013.

SOUTHERN CALIFORNIA EDISON COMPANY By: /s/ Kevin Payne Name: Kevin Payne Title: Vice President CALIFORNIA DEPARTMENT OF WATER RESOURCES By: /s/ Carl Torgersen Name: Carl Torgersen Title: Deputy Director

Exhibit A. Interconnection Facilities and Distribution Upgrades

Interconnection Facilities described in this Exhibit A are based on SCE’s preliminary engineering and design. Such descriptions are subject to modification to reflect the actual facilities constructed and installed following SCE’s final engineering and design, identification of field conditions, and compliance with applicable environmental and permitting requirements. 1. Interconnection Facilities: SCE shall

(a) Engineer and construct the Clementine 115 kV Substation, which will be comprised of one 115 kV, 1200 A, 31.5 kA circuit breaker; four sets of 115 kV, 1200 A disconnect switches, three 115 kV surge arrestors, station light and power transformers with fused 115 kV disconnect switches, and revenue metering equipment.

(b) Engineer and construct a mechanical and electrical equipment room (“MEER”), which will contain the batteries and battery charger, circuit breaker controls, one remote terminal unit (“RTU”), one station light and power panel, AC & DC distribution panels and protection relays.

(c) Install appropriate line protection at the new Clementine 115 kV Substation. Such line protection is expected to include the following:

a. One (1) Schweitzer SEL-311L relay to be used as line differential protection.

b. One (1) GE F60 relay to be used as directional overcurrent protection. CDWR shall un-ground any CDWR-installed transformers on the 115 kV side of the Citrus Pump Station Project.

(d) Install one (1) RTU at the Clementine 115 kV Substation to monitor the 115 kV lines MW, MVAR, phase amps, 115 kV CB status/control and relay protection status alarm. Install the required channels to support the connection of the RTU’s to be at the Clementine 115 kV Substation.

(e) If the customer data cannot be obtained from the RTU that will be installed at the Clementine 115 kV Substation, then a second RTU will need to be installed at the Citrus Pump Station Project to monitor the customer data described in Exhibit A, Section 1(d) above. Notwithstanding that such second RTU would be located on CDWR’s side of the Point of Change of Ownership, SCE shall own, operate and maintain the RTU as part of SCE’s Interconnection Facilities. The Parties shall coordinate RTU placement plans and access.

(f) Install a 115 kV tap line from the Mentone-Purewater 115 kV sub-transmission line into the new Clementine 115 kV Substation to include approximately three (3) tubular steel poles, four (4) light weight steel poles, and three (3) pole top switches. This will form the Mentone–Clementine–Purewater 115 kV sub-transmission lines.

(g) Telecommunications. Install all required light-wave, channel, fiber optic cables and associated equipment (including terminal equipment), supporting diverse protection, RTU and SCADA requirements for the interconnection of the Citrus Pump Station Project, which will include installation of approximately 800 feet of

overhead fiber optic cable and 1,100 feet of underground fiber optic cable from the Citrus Pump Station Project to Clementine 115 kV Substation and to existing SCE fiber optic cables. Also, install circuit cross connections between the Citrus Pump Station Project to the Clementine 115 kV Substation to support protection and SCADA requirements. Notwithstanding that certain telecommunication equipment, including the telecommunications terminal equipment, will be located on CDWR’s side of the Point of Change of Ownership, SCE shall own, operate and maintain such telecommunication equipment as part of SCE’s Interconnection Facilities. The Parties shall coordinate fiber optic cabling routing and terminal equipment plans at Citrus Pump Station Project.

(h) Real Properties, Transmission Project Licensing, and Environmental Health and Safety.

a. Obtain easements and/or acquire land, obtain licensing and permits, and perform all required environmental activities for the installation of the Interconnection Facilities, including any associated telecommunication equipment for the Clementine 115 kV Substation 115 kV line and telecommunication route.

b. Review the compliance requirements under CPUC General Order No. 131-D as one of its initial efforts. The Parties agree that the estimated Interconnection Facilities Cost and the estimated time to construct, successfully test and declare the Interconnection Facilities ready for service will be reduced as the result of a complete or partial exemption from the requirements of GO No. 131-D assumed in the estimate of costs shown in Exhibit A and Exhibit D of this Agreement and in Section 8.4. The aforementioned Exhibits and section will be updated in an amendment to this Agreement, subject to FERC’s acceptance. Such reductions will be determined at the time of the complete or partial exemption from the requirements of GO No. 131-D. SCE will credit future payment obligations or promptly return, at CDWR’s direction, any amounts which have been paid that are in excess of the adjusted estimated amount.

2. Distribution System Facilities: SCE shall

a. Install channel equipment additions at Mentone and Purewater Substations.

3. Point of Change of Ownership:

a. The Point of Change of Ownership shall be the point where the CDWR conductors span into the Clementine 115 kV Substation and connect to the load side of the SCE dead-end structure. The CDWR owned conductors will be connected to the load side of the SCE dead-end structure facing the Citrus Pump Station. CDWR shall own and maintain the conductors, insulators, jumper loops to the customer side of the customer line disconnect switch, and the Citrus Pump Station Project. SCE will own and maintain the Clementine Substation, as well as all circuit breakers, disconnects, relay facilities and metering within the Clementine Substation, together with the line drops and jumper loops, except for

the jumper loops to the customer side of the customer line disconnect switch. CDWR will own the insulators that are used to attach the CDWR-owned conductors to the SCE dead-end structure.The Point of Change of Ownership shall be the point where the SCE-owned conductor into the Clementine 115 kV Substation connects to the Citrus Pump Station Project where CDWR shall install a pole or similar structure (“Last Structure”). The SCE-owned conductor will be connected on the side of the Last Structure facing Clementine Substation. CDWR shall own and maintain the Last Structure, the conductors, insulators, jumper loops, and the Citrus Pump Station Project. SCE will own and maintain the Clementine Substation, as well as all circuit breakers, disconnects, relay facilities and metering within the Clementine Substation, together with the line drops, in their entirety, from the Last Structure to Clementine Substation. SCE will own the insulators that are used to attach the SCE-owned conductors to the Last Structure.

4. Point of Interconnection. A 115 kV tap line on the Mentone–Purewater 115 kV sub-

transmission line.

Exhibit B. Cost Summary

1. Estimated Cost

Element


One-Time Cost

Total


$ 490,000680,000

$ 490,000680,000


$ 2,256,0003,160,

000

$

2,256,0003,160,000


$ 1,091,000550,00

0

$ 110,00050,00

0

$

1,201,000600,000

Telecommunications – protection for RTU – 2 fiber optic cable taps to Mentone–Purewater fiber optic cable, install circuit cross connections

$ 373,000620,000

$ 373,000620,000

ECS – 2 fiber optic cable taps to Mentone–Purewater fiber optic cable

$ 345,000330,000

$ 345,000330,000


$ 116,00020,000

$ 116,00020,000

Corporate Real Estate $ 76,00050,000

$ 76,00050,000

Licensing $ 532,0000 $ 532,0000

Corporate Environmental Health and Safety

$ 3,325,00040,000

$ 3,325,00040,000

Totals

$

8,604,0005,450,000

$

110,00050,000

$

8,714,0005,500,000

2. Actual Cost [TO BE INSERTED AFTER TRUE-UP OF ACTUAL COSTS]

Element


One-Time Cost

Total Cost




Telecommunication – Protection for RTU – 2 fiber optic cable taps to Mentone-Purewater fiber optic cable, circuit cross connections

ECS – 2 fiber optic cable taps to Mentone-Purewater fiber optic cable


Corporate Real Estate

Licensing Corporate Environmental Health and Safety

Totals

3. Interconnection Facilities Charge.

a. Interconnection Facilities Charge

Effective

Customer-Financed Monthly Rate for

Non-ISO-Controlled Facilities

Estimated Cost

of Interconnection

Facilities

Interconnection Facilities Charge

Based on Estimated Cost

Actual Cost of Interconnection

Facilities


Charge Based on Actual Cost

As of the Interconnection

Facilities Completion

Date

See Section 4.1 of

Attachment J to the

WDAT*

$8,604,0005,450,000

Customer-Financed

Monthly Rate for Non-ISO-Controlled Facilities x




*Attachment J to the WDAT is available at the following link: https://www.sce.com/openaccess

Exhibit C. Payment Schedule 1. The payment schedule amounts shown below are based on an estimate of the quarterly

incurred costs for SCE’s Interconnection Facilities and associated One-Time Cost and ITCC.

Payment No.

Payment Due Date


(Subject to ITCC)


One-Time Cost (Not Subject to

ITCC)

ITCC* Total Payment

Amount

Payment Status

1 3/1/13 $97,000 $0 $21,340 $118,340 Paid

2 5/1/13 $205,000 $0 $45,100 $250,100 Paid

3 8/1/13 $306,000 $0 $67,320 $373,320 Paid

4 11/1/13 $343,000 $0 $90,540 $433,540 Paid

5 2/1/14 $357,000 $0 $124,950 $481,950 Paid

6 5/1/14 $331,000 $0 $115,850 $446,850 Paid

7 8/1/14 $292,000 $0 $102,200 $394,200 Paid

8 11/1/14 $292,000 $0 $102,200 $394,200 Paid

9 2/1/15 $72,000 $0 $25,200 $97,200 Paid

10 5/1/15 $72,000 $0 $25,200 $97,200 Paid

11 8/1/15 $72,000 $0 $25,200 $97,200 Paid

12 11/1/15 $72,000 $0 $25,200 $97,200 Paid

13 2/1/16 $75,000 $0 $26,250 $101,250 Paid

14 5/1/16 $75,000 $0 $26,250 $101,250 Paid

15 8/1/16 $75,000 $0 $26,250 $101,250 Paid

16 11/1/16 $79,000$2,714,000 $50,0000 $597,08027,650 $3,361,080106,650

17 2/1/17 $108,000 $0 $37,800 $145,800

18 5/1/17 $187,000 $2,000 $65,450 $254,450

19 8/1/17 $241,000 $3,000 $84,350 $328,350

20 11/1/17 $258,000 $5,000 $90,300 $353,300

21 2/1/18 $363,000 $7,000 $127,050 $497,050

22 5/1/18 $825,000 $24,000 $288,750 $1,137,750

23 8/1/18 $1,072,000 $23,000 $375,200 $1,470,200

24 11/1/18 $619,000 $12,000 $216,650 $847,650

25 2/1/19 $636,000 $16,000 $222,600 $874,600

26 5/1/19 $740,000 $14,000 $259,000 $1,013,000

27 8/1/19 $507,000 $4,000 $177,450 $688,450

28 11/1/19 $233,000 $0 $81,550 $314,550

Totals $8,604,0005,450,000 $110,00050,000 $2,902,8501,446,130 $11,616,8506,946,130

* The ITCC rate applied to any payments received by SCE in calendar years 2013 and 2016 shall be 22%. Otherwise, for any payments received by SCE other than in calendar years 2013 and 2016, the ITCC rate shall be 35%.For the calendar year 2013 (from January 1, 2013 through December 31, 2013), the ITCC rate applied to any payments received by SCE shall be 22%. For any payments received by SCE thereafter, a 35% ITCC rate shall be applied.

All amounts shown are in nominal dollars. Interconnection Facilities Payment = (Interconnection Facilities Cost + associated ITCC + associated One-Time Cost) = $11,616,8506,946,130

Exhibit D. One-Line Diagram

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