HomeMy WebLinkAboutRESO 9863
6055267A
Resolution No. 9863
Resolution of the Council of the City of Palo Alto Approving an Updated 2019
Standard Form Master Renewable Energy Certificate (REC) Purchase and Sale
Agreement, Approving Master REC Agreements with Two Counterparties, and
Modifying the Approval Process for Future Individual REC Master Agreements,
Thus Amending Section 2 and Recital J of Resolution 9652
RECITALS
A. The City of Palo Alto (the “City") provides electricity to residential and commercial
customers located within its jurisdictional boundary.
B. Implementing the City’s PaloAltoGreen voluntary renewable energy program (the
“PAG Program”) and its Carbon Neutral Plan for the electric supply portfolio involves the City’s
purchase of renewable energy certificates (“RECs”) to meet retail customer demands for
renewable energy products in a competitive manner.
C. The City purchases other RECs through long-term power purchase agreements
(“PPAs”) to comply with California’s Senate Bill 100 (2018), which requires all load serving entities
to have a Renewable Portfolio Standard (RPS) of at least 60 percent by 2030.
D. Due to recent declines in its total electrical demand, the City has recently found
itself with a surplus of RECs from its PPAs, and thus begun to pursue sales of some RECs.
E. In 2013, through Resolution No. 9379, the Council delegated authority to the City
Manager, or his designee, to execute purchases and sales of RECs to meet the needs of City’s PAG
Program, RPS and Carbon Neutral Plan by negotiating and executing Master Agreements with the
following thirteen pre-qualified suppliers, in an aggregate amount not to exceed five million
dollars ($5,000,000) annually during calendar years 2013 through 2018, inclusive:
1. 3Degrees Group, Inc.
2. Bonneville Environmental Foundation
3. Constellation Energy Commodities Group
4. EDF Trading North America, LLC
5. Element Markets, LLC
6. Idaho Wind Power Partners 1, LLC
7. Lakeview Green Energy, Inc.
8. Nexant, Inc.
9. NextEra Energy Power Marketing, LLC
10. Pacific Corp.
11. Powerex Corp.
12. Shell Energy North America (US), L.P.
13. Sterling Planet Holdings, Inc.
F. In May 2019, through Resolution 9831, the City extended the City Manager’s
authority to execute transactions under the Master Renewable Energy Certificate (REC) Purchase
and Sale Agreements through 2024 at the same aggregate expenditure limit ($5,000,000
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
6055267A
annually), and repealed Resolution 9379.
G. In 2016, through Resolution 9652, the City Council approved a Standard Form
Master REC Agreement that is publicly available to be executed by suppliers meeting the City’s
financial requirements.
H. While Section 2.30.340(b) of the Municipal Code permits Council to authorize the
City Manager to award and sign wholesale utility commodity Master Agreements with eligible
counterparties, in Recital J of Resolution 9652 staff added an additional step in which each
standard form Master Agreement negotiated with a specific supplier would also be presented to
Council for approval. Staff now wishes to remove this extra step for REC Master Agreements
only, and simply follow the approval process set forth in Section 2.30.340(b).
I. Staff also wishes to update the City’s 2016 Standard Form REC Master Agreement
approved in Resolution 9652; the updated 2019 agreement clarifies that it may be used to both
purchase and sell RECs, and contains useful updates to the REC certification requirements,
performance assurance terms, and billing dispute language.
J. RECs procured through the City’s REC Master Agreements are always delivered to
the City within days or weeks of the transaction, and therefore the City has no long-term
exposure to its counterparties under these agreements.
K. REC Master Agreements are enabling agreements which prequalify counterparties
and establish general terms and conditions under which the City and the supplier will transact
and settle transactions; they do not commit the City to any transactions.
The Council of the City of Palo Alto does hereby RESOLVE, as follows:
SECTION 1. The Council approves the updated 2019 standard form Renewable Energy
Certificate Master Purchase and Sale Agreement (the 2019 Agreement with changes shown in
redline is attached as Exhibit A, and the 2016 version of the Agreement is attached as Exhibit B),
amending Section 2 of Resolution 9652 (Resolution 9652, as amended with changes shown in
redline, is attached as Exhibit C) to replace the prior REC Master Agreement approved by Council
in 2016;
SECTION 2. The Council approves the execution of REC Master Purchase and Sale
Agreements using the updated form with ACT Commodities and RPS Advisors, (both of these
agreements are attached as Attachments B and C to the Staff Report).
SECTION 3. The Council waives the credit rating requirements of Palo Alto Municipal
Code Section 2.30.340(c) for the two counterparties listed above, as well as all future REC Master
Agreement counterparties executed under the authority granted to the City Manager via
Resolution 9831.
SECTION 4. The Council authorizes the City Manager, and/or his/her designee, to
transact under REC Master Agreements and to enter into future REC Master Agreements subject
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
6055267A
to the $5 million maximum annual expenditure levels set forth in Resolution 9831; terms of
individual REC Master Agreements may be modified to fit the needs of specific transactions, with
approval by the City Attorney’s Office.
SECTION 5. The Council amends the approval process for individual REC Master
Agreements, amending Recital J of Resolution 9652, such that Council approval of individual REC
Master Agreements is no longer required, where the Council has authorized the City Manager to
award and sign REC contracts with qualified, eligible counterparties, as described in Section
2.30.340(b) of the Municipal Code. The approval process outlined in Recital J for Standard Form
Electric Master Agreements will remain unchanged (Resolution 9652, as amended with changes
shown in redline, is attached as Exhibit C).
SECTION 6. The Council finds that the adoption of this resolution updating the City’s
REC Master Agreement template, approving two REC Master Agreements with individual
counterparties and modifying the approval process for future REC Master Agreements is not
subject to California Environmental Quality Act (CEQA) review because it is an administrative
government activity that will not result in any direct or indirect physical change to the
environment (CEQA Guidelines section 15378(b)(5)).
INTRODUCED AND PASSED: October 28, 2019
AYES: CORMACK, FINE, KOU, TANAKA
NOES:
ABSENT: DUBOIS, FILSETH, KNISS
ABSTENTIONS:
ATTEST:
___________________________ ___________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ ___________________________
Assistant City Attorney City Manager
___________________________
Director of Utilities
___________________________
Director of Administrative Services
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
1
MASTER RENEWABLE ENERGY CERTIFICATE
PURCHASE AND SALE AGREEMENT
This Master Renewable Energy Certificate Purchase and Sale Agreement (the “Master
Agreement”) is made as of this _____ day of __________, 20 (“Effective Date”), by and between
the City of Palo Alto, California, a chartered California municipal corporation with its primary
business address at 250 Hamilton Avenue, Palo Alto, California 94301 (“City”) and
_______________ with its primary business address at __________________________ (
“Counterparty A”). Counterparty A and City may be referred to in the Master Agreement individually,
as a “Party” and/or collectively, as “the Parties.” This Master Agreement, together with Confirmation
Letters, Attestation Form, and other exhibits related to REC Transaction(s) shall be referred to as
“Agreement(s).”
RECITALS:
A. The Parties wish to buy and sell RECs (as defined herein) on the terms set forth in this Master
Agreement;
B. City and Counterparty A wish to enter into this Master Agreement to facilitate future
Renewable Energy Certificate (REC) purchases and/or sales; and
C. This Master Agreement facilitates, but does not guarantee, Counterparty A’s qualifications
with respect to future REC Transactions, and it does not guarantee that the City will enter into
any future REC Transactions with the Counterparty A.
NOW, THEREFORE, in consideration of the recitals and the covenants, terms and conditions
of this Master Agreement, the Parties agree:
AGREEMENT:
1. Term and Termination. The term of this Master Agreement shall commence on the
Effective Date, as set forth above, and shall remain in effect until terminated. This Master Agreement
may be terminated by either Party upon thirty (30) days’ written notice, except that any such
termination shall not be effective until all payments, deliveries and other obligations of the Parties
under this Master Agreement, and any Confirmation Letters executed there under, have been
completed.
2. Definitions. As used in this Master Agreement, the following terms have the
respective meanings set forth below, unless the context otherwise clearly indicates. Other capitalized
terms are defined elsewhere in this Master Agreement.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
2
“Administrator” means a state or federal administrator, Certification Authority,
Governmental Authority or other body with jurisdiction over Certification under, or the transfer or
transferability of Environmental Attributes in, any particular Applicable Standard.
“Applicable Law” means all legally binding constitutions, treaties, statutes, laws,
ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions,
writs and orders of any Governmental Authority or arbitrator that apply to the Applicable Standard
or any one or both of the Parties or the terms hereof.
“Applicable Standard” means a domestic, international or foreign Renewable
Portfolio Standard, including a California or Federal Renewable Portfolio Standard, renewable
energy, emissions reduction, or Product Reporting Rights program, scheme or organization,
adopted by a Governmental Authority or otherwise, other mandatory or voluntary standard or set
of rules, or other similar program with respect to which exists a market, registry or reporting for
particular Environmental Attributes, as specified in the Confirmation Letter. An Applicable
Standard may include any legislation or regulation concerned with renewable energy, oxides of
nitrogen, sulfur, or carbon, with particulate matter, soot, or mercury, or implementing the
UNFCCC or crediting “early action” with a view thereto, or laws or regulations involving or
administered by an Administrator, or under any present or future domestic, international or foreign
RECs, Products, Environmental Attributes or emissions trading program. Applicable Standards
do not include legislation providing for production tax credits or other direct third-party subsidies
for generation by a Renewable Energy Source.
“Applicable Tracking System” means the generation information system,
generation attribute tracking system, or other system specified in the Confirmation Letter that
records generation from the Renewable Energy Facility in a particular geographic region, such as
WREGIS.
“Attestation Form” means the Green-e Energy Renewable Attestation From
Wholesale Provider of Electricity Or RECs specified in the form set forth in Exhibit B to this Master
Agreement, or such other form required under the Applicable Standard, which includes a binding
declaration by the Seller, which substantiates the accuracy of the RECs and will provide all
information required under the Applicable Standard.
“Bankrupt” means with respect to any entity, such entity (i) files a petition or
otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause
of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition
filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit
of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a
liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to
it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as
they fall due.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
3
“Business Day” means any day, except a Saturday, Sunday, or any day observed as
a legal holiday by the City.
“Buyer” means the Party purchasing RECs in a REC Transaction governed by this
Master Agreement.
“Certification” means, if applicable, the certification by the Certification
Authority of the Applicable Standard of (i) the creation and characteristics of a REC, (ii) the
qualification of a Renewable Energy Facility or a Renewable Energy Source under an Applicable
Standard, (iii) delivery of a REC, or (iv) other compliance with the requirements of an Applicable
Standard.
“Certification Authority” means an entity that certifies the generation,
characteristics or delivery of a REC, or the qualification of a Renewable Energy Facility or
Renewable Energy Source under an Applicable Standard, may include, as applicable, the
Administrator, Applicable Tracking System, a Governmental Authority, the Verification Provider,
one or both of the Parties, an independent auditor, or other third party, and should include (i) if no
Applicable Standard is specified, the Seller, or the generator of the RECs if the Seller is not the
generator, (ii) if the RECs are to be delivered pursuant to an Applicable Standard, the
Administrator of the Applicable Standard, or such other person or entity specified by the
Applicable Standard to perform Certification, or (iii) such other person or entity specified by the
Parties.
“Certified Renewable Energy Source” means any Renewable Energy Source that
is recognized under an Applicable Standard as specified by the Parties.
“Confidential Information” is defined in Section 12.
“Confirmation Letter” or “Confirm” means the form used by the Parties to effect
a REC Transaction in the form of Exhibit A, attached and incorporated by this reference,
specifying the terms of such REC Transaction, including the following: (1) any Environmental
Attributes not included with Product or Retained by Seller, (2) the quantity to be purchased and
sold; (3) the purchase price; (4) the Delivery Deadline; (5) the Applicable Standard; and, (6) if
necessary in accordance with the terms of the REC Transaction, (a) the Vintage(s); (b) the
Renewable Energy Facility or Facilities from which the Product is to be generated; (c) the
Renewable Energy Source and (d) the geography of the Product. The Confirmation Letter
constitutes part of, and is subject to, the terms and provisions of this Master Agreement.
“Costs” means, with respect to the Non-Defaulting Party, the present value of
brokerage fees, commissions, attorneys’ fees, and other similar third party transaction costs and
expenses reasonably incurred by such Party either in terminating or replacing any arrangement
pursuant to this Master Agreement; as determined by the Non-Defaulting Party in a commercially
reasonable manner.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
4
“Credit Rating” means with respect to a Party, on any date of determination, the
lower of its long-term senior unsecured debt rating (not supported by third party credit
enhancement) or its issuer rating by the specified rating agency.
“Defaulting Party” is defined in Section 6.
“Delivery Deadline” means date specified in the Confirmation Letter by which the
Seller shall deliver and Buyer shall receive RECs in accordance with an Applicable Standard.
.
“Environmental Attribute” means an aspect, claim, characteristic, or benefit
associated with the generation of a quantity of electricity by a Renewable Energy Facility, other
than the Energy produced, and that is capable of being measured, verified or calculated. An
Environmental Attribute may include one or more of the following identified with a particular
megawatt hour of generation by a Renewable Energy Facility designated prior to Delivery: the
Renewable Energy Facility’s use of a particular Renewable Energy Source, avoided Nox, Sox,
CO2 or greenhouse gas emissions, avoided water use (but not water rights or other rights or credits
obtained pursuant to requirements of Applicable Law in order to site and develop the Renewable
Energy Facility itself) or as otherwise defined under an Applicable Standard, or as agreed by the
Parties. Environmental Attributes do not include production tax credits or other direct third-party
subsidies for generation of electricity by any specified Renewable Energy Facility.
“Event of Default” is defined in Section 6.
“Force Majeure” is defined in Section 22.
“Gains” means, with respect to any Party, an amount equal to the present value of
the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a
Terminated Transaction, determined by it in a commercially reasonable manner.
“Governmental Authority” means any national, federal, provincial, state,
municipal, county, regional or local government, administrative, judicial or regulatory entity
operating under any Applicable Laws and includes any department, commission, bureau, board,
administrative agency or regulatory body of any government.
“Green-e” means an independent renewable energy certification and verification
program, administered by the Center for Resource Solutions, a Section 501(c)3 nonprofit
organization based in San Francisco, California.
“Interest Rate” means the prime lending rate published under the heading “Money
Rates” in the Wall Street Journal.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
5
“Losses” means, with respect to any Party, an amount equal to the present value of
the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated
Transaction, determined by it in a commercially reasonable manner.
“Party” or “Parties” means City and Counterparty A, individually or collectively,
as applicable.
“Product” means the RECs to be delivered in a particular Transaction, which may
include Environmental Attributes, Verifications, Certifications and other characteristics as
specified in a Confirmation Letter.
“Product Reporting Rights” means the exclusive right to report sole ownership
of the Product to any Certification Authority, Applicable Tracking System, Administrator,
Governmental Authority or other party, including under Section 1605(b) of the Energy Policy Act
of 1992, or under any present or future Applicable Standard.
“REC Transaction” means a particular, specific transaction to purchase RECs
agreed upon between the Parties as specified in a Confirmation Letter.
“REC Transaction Date” means the date specified on the Confirmation Letter.
“Renewable Energy Certificates” (“REC”) means a certificate, credit, allowance,
green tag, Tradable Renewable Certificate (“TRC”) or other transferable document, which is created
by an Applicable Standard or a Certification Authority and is associated with the generation of one
(1) megawatt hour (“MWh”) of electricity from one or more Renewable Energy Sources by a
Renewable Energy Facility. A REC shall include all Environmental Attributes associated with the
generation of such electricity, unless specified otherwise in a Confirmation Letter and in accordance
with the Applicable Standard, as well as all related Product Reporting Rights, and shall be verified or
certified by a Verification Provider or Certification Authority, in accordance with the Applicable
Standard. Such Environmental Attributes may be disaggregated and retained, or sold separately, as
the Parties agree. A REC is separate from the energy produced and may be separately transferred or
conveyed.
“Renewable Energy Facility” means an electric generation unit or other facility or
installation that produces electric energy using a Renewable Energy Source.
“Renewable Energy Source” means an energy source that is not fossil carbon-based,
non-renewable or radioactive, and may include solar, wind, biomass, geothermal, landfill, gas, or
wave, tidal and thermal ocean technologies.
“Renewable Portfolio Standard” or “RPS” means a state or federal law, rule or
regulation that requires a stated amount or minimum proportion or quantity of electricity that is
sold or used by specified persons to be generated from Renewable Energy Sources.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
6
“Seller” means the Party selling RECs in a REC Transaction governed by this Master
Agreement.
“Settlement Amount” means the Losses or Gains, and Costs which the Non-
Defaulting Party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section
7.
“Terminated Transaction” is defined in Section 7.
“Verification Provider” means an entity that could be an entity other than the
Certification Authority, but could also be the Certification Authority, that verifies or audits
specified aspects of Products, RECs, or one or more specified Environmental Attributes.
“Vintage” means the calendar year, quarter, or other specified period of time in which
the energy associated with the REC was generated.
“WECC” means Western Electricity Coordinating Council, the western regional
council of the North American Electric Reliability Corporation (NERC).
“WREGIS” means the Western Renewable Energy Generation Information System,
an independent, renewable energy tracking system for the region covered by the Western Electricity
Coordinating Council (WECC).
3. REC Transactions.
(a) Purchase and Sale: On the terms and subject to the conditions set forth in this
Master Agreement, Seller agrees to sell, and Buyer agrees to purchase, all of
Seller's rights, title and interest in and to the RECs to be provided on the dates
and otherwise as set forth on any Confirmation Letter(s) now, or hereafter,
entered into between the Parties (Exhibit A, attached and incorporated by this
reference).
(b) Delivery Obligations: As specified in the applicable Confirmation Letter, one
of the following delivery obligations (“Delivery Obligation”) shall apply to
each Product quantity to be delivered under each REC Transaction:
If the Confirmation Letter provides that the RECs delivery obligation is:
(i) “Firm” Seller shall deliver the RECs by the Delivery Deadline, and
no ground for excuse other than Force Majeure shall apply;
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
7
(ii) “Unit Contingent” Seller’s obligation to deliver the RECs will be
excused to the extent the Renewable Energy Facility is not able to
generate Environmental Attributes in the Vintage or other agreed-to
time period as specified in the Confirmation Letter, (due to the
performance of the Renewable Energy Facility); or
(iii) “Project Contingent” Seller’s obligation to deliver the RECs will be
excused to the extent the Renewable Energy Facility is not able to
generate Environmental Attributes in the Vintage or other agreed-to
time period as specified in the Confirmation Letter, due to a delay or
failure in constructing or obtaining necessary approvals to construct or
modify and operate the new or modified Renewable Energy Facility,
or due to reasons as specified in the Confirmation Letter.
(c) Right to Sell and Associated Declarations. With respect to each REC
Transaction, Seller hereby represents and warrants to Buyer, upon Delivery
for each Product, the following:
(i) Seller has exclusive rights to, good and marketable title to, and
unencumbered interest in, the Product described in each REC
Transaction under Applicable Law; and
(ii) Seller transfers and sells to Buyer all present and future rights, title,
and unencumbered interest of Seller in and to the Environmental
Attributes (as discussed in the Confirmation Letter) to the extent Seller
will have such rights, title, and interest in and to such RECs under
Applicable Law and such transfer and sale to Buyer is not in violation
of any Applicable Law at the time of execution of the Confirmation
Letter.
(d) Notwithstanding whether such RECs are transferable to Seller under any
Applicable Law, with respect to each REC Transaction upon Delivery for each
Product, Seller covenants to Buyer that:
(i) Seller has not transferred, and will not transfer, any portion of the
rights, title and interest in and to the Product to a third party;
(ii) Product will not be sold, marketed, or otherwise claimed by Seller;
(iii) Product delivered to Buyer shall be sold by Seller once and only once;
(iv) The Environmental Attributes or the electricity that was generated
with the attributes were not used to meet any federal, state or local
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
8
renewable energy requirement, renewable energy procurement,
Renewable Portfolio Standard, or other renewable energy mandate;
and
(v) The electricity that was generated with the attributes was not
separately sold, separately marketed or otherwise separately
represented as renewable energy by Seller. Seller shall take such
action as may be necessary to transfer and evidence the transfer of
RECs to Buyer.
(e) Confirmation. Unless otherwise agreed in writing, Seller will send Buyer a
Confirmation Letter, which may be in substantially the form attached hereto
as Exhibit A, or as modified, to describe the specific RECs to be purchased in
the REC Transaction. Upon receipt of such Confirmation Letter, the other
Party shall promptly return, in the manner described in Section 11, “Notices”,
a written acceptance thereof, which shall be a signed copy of the Confirmation
Letter.
(f) REC Contract Price. Buyer agrees to buy and Seller agrees to sell each REC
at a price in dollars per MWh as set forth in the Confirmation Letter.
(g) REC Product Quantity. Seller will provide to Buyer RECs in the quantity as
set forth in the Confirmation Letter in accordance with the specified Delivery
Obligation.
(h) Monetary Value of REC Transactions. The monetary value of each REC
Transaction will be set forth in the Confirmation Letter associated with that
Transaction.
(i) Certification. Seller represents and warrants that it will provide to Buyer
RECs that meet or exceed the Applicable Standard as set forth in the
Confirmation Letter.
(j) Reporting.
(i) If required under the Applicable Standard, Seller shall be obligated
to complete and provide to Buyer a signed copy of the Attestation
Form, or City-approved equivalent substitute, no later than the
Delivery Deadline, as specified in the Confirmation Letter.
(ii) Buyer is not obligated to pay Seller for any RECs which have not been
delivered.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
9
(k) Applicable Tracking System. If specified in the Confirmation Letter, Seller
shall deliver to Buyer, and Buyer shall receive, the RECs by the Delivery
Deadline via the Applicable Tracking System (or other mechanism
provided for in the Confirmation Letter), such as WREGIS, such that all
rights, title to and interest in the RECs shall transfer from Seller to Buyer
upon such delivery and in accordance with the rules of the Applicable
Tracking System.
4. Financial and Performance Assurances.
(a) Material Adverse Change. A “Material Adverse Change” occurs with respect
to either Party if: reasonable grounds exist to cause a Party to belief that the
creditworthiness of the other Party has become unsatisfactory or that a Party’s
ability to perform under this Master Agreement has been materially impaired.
(b) Adequate Assurances. If a Party believes that a Material Adverse Change has
occurred, the dissatisfied Party (the “First Party”) may make a written request
for the other Party (the “Second Party”) to provide adequate assurance in an
amount determined in a commercially reasonable manner, and in a form
acceptable to the First Party (“Performance Assurance”). The sum total of all
Performance Assurance that the First Party may request from the Second Party
under this Master Agreement shall not exceed the value of the Termination
Payment that would be owed to the First Party had an Early Termination Date
occurred on the date of such request. Acceptable Performance Assurance
includes cash, an irrevocable standby letter of credit, a prepayment or such
other acceptable security acceptable to the First Party, in its sole discretion.
Upon receipt of the request to provide adequate assurance, the Second Party
shall have five (5) Business Days to provide such Performance Assurance
before an Event of Default under Section 6 of this Master Agreement will be
deemed to have occurred and the First Party will be entitled to the remedies
set forth in Section 7. If the Second Party provides such Performance
Assurance to the First Party within five (5) Business Days, it is understood
that the Second Party shall not in fact have defaulted under this Master
Agreement by incurring a Material Adverse Change.
5. Billing and Terms of Payment.
(a) Billing. Upon each delivery of RECs, Seller shall provide an invoice to Buyer
in the amount applicable to each REC Transaction executed under the
Confirmation Letter.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
10
(b) Terms of Payment. The terms of payment shall be net thirty (30) days after
the date Buyer receives a properly prepared and accurate invoice sent to the
Buyer’s address, which shall include at a minimum:
(1) Seller’s complete name and address where payment is to be remitted;
(2) Buyer’s complete name and address where bill is to be sent;
(3) Price and billing units consistent with the Confirmation Letter(s)
executed by the Parties;
(4) quantity;
(5) Attestation, if required, will be delivered with invoice;
(6) invoice date;
(7) total monetary amount;
(8) terms of payment, including any applicable discount calculations;
(9) tax amount/rate information, if applicable.
(c) Payment may be made by check or wire transfer. Payment by check shall be
considered made when received by Seller.
City agrees to send its payment to:
Address: _____________________
Attention: _____________________
Wiring instructions:
Counterparty A agrees to send its payment to:
Address: 250 Hamilton Ave., Palo Alto, CA 94301
Attention: _____________________
Wiring instructions:
(d) Disputes and Adjustments of Invoices. A Party may, in good faith, dispute
the correctness of any invoice or any adjustment to an invoice, rendered under
this Agreement or adjust any invoice for any arithmetic or computational error
within twelve (12) months of the date the invoice, or adjustment to an invoice,
was rendered. In the event an invoice or portion thereof is disputed, payment
of the undisputed portion of the invoice shall be required to be made when
due, with notice of the objection given to the other Party. Any invoice dispute
or invoice adjustment shall be in writing and shall state the basis for the dispute
or adjustment. Payment of the disputed amount shall not be required until the
dispute is resolved. Upon resolution of the dispute, any required payment
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
11
shall be made within two (2) Business Days of such resolution. Inadvertent
overpayments shall be returned upon request or deducted by the Party
receiving such overpayment from subsequent payments. Any dispute with
respect to an invoice is waived unless the other Party is notified in accordance
with this Section 5(d) within twelve (12) months after the invoice is rendered
or any specific adjustment to the invoice is made. If an invoice is not rendered
within twelve (12) months after the close of the month during which
performance of a REC Transaction occurred, the right to payment for such
performance is waived.
6. Events of Default.
A Party is in default (“Default”) hereunder if that Party (the “Defaulting Party”) does
any of the following (each an “Event of Default”):
(a) the failure of the Buyer to make any payment required pursuant to this Master
Agreement, if such failure is not remedied within fifteen (15) Business Days
after written notice, provided that if the Buyer, in good faith, disputes all or
any portion of the payment, the Buyer shall pay only that portion of the
payment that it does not dispute;
(b) the failure of the Seller to deliver RECs when due pursuant to this Master
Agreement, if such failure is not remedied within five (5) Business Days after
written notice to the affected Party;
(c) any representation or warranty provided by either Party herein that shall prove
to have been false or misleading in any material respect when made or
repeated;
(d) the failure by a Party to perform any covenant or agreement set forth in this
Master Agreement and applicable Confirmation Letters and incorporated
exhibits (other than its obligations to make any payment or obligations which
are otherwise specifically covered as a separate Event of Default), and such
failure is not cured within fifteen (15) Business Days after written notice
thereof to the affected Party;
(e) the Party becomes Bankrupt; or
(f) the failure by a Party to provide timely and satisfactory financial and/or
performance assurance when requested to do so under the terms of this Master
Agreement, and such failure is not cured within five (5) Business Days after
written notice thereof to the affected Party.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
12
7. Remedies for Default.
(a) Declaration of Early Termination Date and Calculation of Settlement
Amounts. If an Event of Default with respect to a Defaulting Party occurs
and is continuing, the other Party (the “Non-Defaulting Party”) will have
the right to do any or all of the following:
(i) designate a day, no earlier than the day such notice is effective and
no later than 20 days after such notice is effective, as an early
termination date (“Early Termination Date”) to accelerate all
amounts owing between the Parties and to liquidate and terminate
all, but not less than all, REC Transactions (each referred to as a
“Terminated Transaction”) between the Parties;
(ii) withhold any payments due to the Defaulting Party under this
Master Agreement; and
(iii) suspend performance.
(b) Calculation of Settlement Amounts. The Non-Defaulting Party will
calculate, in a commercially reasonable manner, a Settlement Amount for
each such Terminated Transaction as of the Early Termination Date by
aggregating its Gains, Losses and Costs with respect to each such
Terminated Transaction (or, to the extent that in the reasonable opinion of
the Non-Defaulting Party certain of such Terminated Transactions are
commercially impracticable to liquidate and terminate or may not be
liquidated and terminated under Applicable Law on the Early Termination
Date, as soon thereafter as is reasonably practicable). If the Non-Defaulting
Party’s aggregate Gains exceed its aggregate Losses and Costs, if any,
resulting from the termination of this Master Agreement, the settlement
amount shall be zero, notwithstanding any provision of this Master
Agreement to the contrary.
(c) Net Out of Settlement Amounts. The Non-Defaulting Party will aggregate
all Settlement Amounts into a single amount by netting out the following:
(i) all amounts that are due to the Defaulting Party, if the Defaulting
Party is Seller, for RECs that have been delivered and not yet paid
for, plus, at the option of the Non-Defaulting Party, any or all other
amounts due to the Defaulting Party under this Master Agreement;
against
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
13
(ii) all Settlement Amounts that are due to the Non-Defaulting Party
under this Master Agreement, so that all such amounts will be netted
out to a single liquidated amount (the “Termination Payment”)
payable by the Non-Defaulting Party.
The Termination Payment, if any, is due from the Defaulting Party to the
Non-Defaulting Party within five (5) Business Days following notice.
(d) Calculation Disputes. If the Defaulting Party disputes the Non-Defaulting
Party’s calculation of the Settlement Amount or Termination Payment, in
whole or in part, the Defaulting Party will, within five (5) Business Days of
receipt of the Non-Defaulting Party’s calculation, provide the Non-
Defaulting Party a detailed written explanation of the basis for such dispute.
(e) Limitation on Damages. The Defaulting Party’s liability will be limited to
direct, actual damages, and Costs only, and such direct, actual damages, and
Costs will be the sole and exclusive remedy hereunder. In no event will
either Party be liable to the other under this Master Agreement for any
consequential, incidental, punitive, exemplary, or indirect damages in tort,
contract, or otherwise pursuant to this Section 7, except for any claims
indemnified pursuant to Section 8.
(f) Exclusive Remedy. THE REMEDIES SET FORTH IN THIS SECTION
ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE
NONDEFAULTING PARTY IN THE EVENT OF A PARTY’S
DEFAULT WITH RESPECT TO ITS OBLIGATIONS TO SELL OR
PURCHASE RECS, AND A PARTY’S LIABILITY SHALL BE
LIMITED AS SET FORTH IN THIS SECTION. ALL OTHER
REMEDIES OR DAMAGES FOR FAILURE TO SELL OR PURCHASE
RECS AT LAW ARE HEREBY WAIVED.
8. Indemnification.
(a) Indemnification of City: To the fullest extent permitted by Applicable Law,
Counterparty A agrees to protect, defend, hold harmless and indemnify City,
its City Council, commissioners, officers, employees, volunteers and agents
from and against any claim, injury, liability, loss, cost, and/or expense or
damage, including all costs and reasonable attorney’s fees in providing a
defense to any claim arising therefrom, for which City shall become liable
arising from Counterparty A’s acts, errors, or omissions with respect to or in
any way connected with the maintenance, assistance and services performed
by Counterparty A pursuant to this Master Agreement and subsequent REC
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
14
Transactions and related Confirmation Letters, except for claims, liabilities
and damages caused by the City’s sole negligence or willful misconduct.
(b) Indemnification of Counterparty A: To the fullest extent permitted by
Applicable Law, City agrees to protect, defend, hold harmless and indemnify
Counterparty A, its board of directors, officers, employees and agents from
and against any claim, injury, liability, loss, cost, and/or expense or damage,
including all costs and reasonable attorney’s fees in providing a defense to any
claim arising therefrom, for which Counterparty A shall become liable arising
from City’s negligent, reckless or wrongful acts, errors, or omissions with
respect to or in any way connected with the maintenance, assistance and
services performed by City pursuant to this Master Agreement and subsequent
and related Confirmation Letters, except for claims, liabilities and damages
caused by the Counterparty A’s comparative negligence or willful
misconduct.
9. Relationship of the Parties.
The relationship of the Parties under this Master Agreement is that of independent
contractors. The Parties specifically state their intention that this Master Agreement
is not intended to create a partnership or any other co-owned enterprise unless
specifically agreed to by the Parties in a separate written instrument. Except as
specifically provided herein, each Party shall continue to have the right to contract
independent of the other Party with individuals and entities. Each Party shall be
responsible for its own operating expenses and personnel expenses.
10. Taxes and Costs.
Unless otherwise specified in the applicable Confirmation Letter (and to the extent not
included in the purchase price), each Party shall bear the cost of any taxes imposed on
such Party in relation to or arising out of such REC Transaction. Each Party shall be
liable for all costs, fees, commissions or other payments due to brokers, agents or other
intermediaries incurred by such Party (and shall indemnify and hold the other Party
harmless from and against all such amounts) in connection with the drafting,
consummation or performance of this Master Agreement or any REC Transaction
hereunder.
11. Notices.
All notices required or permitted to be given hereunder in writing shall, unless
expressly provided otherwise, be in writing, properly addressed, postage pre-paid and
delivered by hand, facsimile, certified or registered mail, courier or electronic
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
15
messaging system to the appropriate address as either Party may designate from time
to time by providing notice thereof to the other Party.
If to City:
Address: 250 Hamilton Ave.
Palo Alto, CA 94301
Attention: City Clerk
Phone: (650) 329-2571
Fax: (650) 328-3631
With a copy to:
Address: 250 Hamilton Ave.
Palo Alto, CA 94301
Attention: Director of Utilities
Phone: (650) 329-2277
Fax: (650) 329-2154
If to Counterparty A:
Address:
Attention:
Phone:
Fax:
Notices delivered by facsimile or by an electronic messaging system shall require
confirmation through a reply facsimile or electronic message.
12. Confidential Information.
(a) “Confidential Information” shall mean and include information consisting of
documents and materials of a disclosing Party and/or any other technical, financial
or business information of or about a disclosing Party which is not available to the
general public, as well as all information derived from such information, which is
furnished or made available to the other Party and is clearly labeled, marked or
otherwise identified as “confidential” or “proprietary information.”
(b) The disclosing Party is the Party to whom the Confidential Information originally
belongs and who shall, after appropriate notice from the receiving Party, bear the
burden of pursuing any legal remedies to retain the confidential status of the
Confidential Information, as set forth in Section 12(e), below.
(c) Confidential Information disclosed by either Party to the other shall be held by the
receiving Party in confidence, and shall not be:
(i) used by the recipient to the detriment of the disclosing Party; or
(ii) made available for third parties to use.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
16
(d) Each Party will direct its employees, contractors, consultants and representatives
who have access to any Confidential Information to comply with all the terms of
this Section. Information received by the receiving Party shall not be Confidential
Information if:
(i) it is or becomes available to the public through no wrongful act of the
receiving Party;
(ii) it is already in the possession of the receiving Party and not subject to any
confidentially agreement between the Parties;
(iii) it is received from a third party without restriction for the benefit of the
disclosing Party and without breach of this Master Agreement;
(iv) it is independently developed by the receiving Party; or
(v) it is disclosed pursuant to a requirement of law or a duly empowered
government agency or a court of competent jurisdiction after due notice and
an adequate opportunity to intervene is given to the disclosing Party, unless
such notice is prohibited.
(e) Counterparty A acknowledges that City is a public agency and is subject to the
requirements of the California Public Records Act Cal. Gov. Code section 6250 et
seq. Counterparty A may submit Confidential Information to City pursuant to
Section 12(a), above and City will maintain such identified documents as
confidential to the fullest ext extent allowed by law. However, upon request or
demand from any third person or entity not a party to this Master Agreement
(“Requestor”) for production, inspection and/or copying of information designated
by a disclosing Party as Confidential Information, the receiving Party shall notify
the disclosing Party that such request has been made in accordance with Section 11
of this Master Agreement. Upon receipt of this notice, the disclosing Party shall be
solely responsible for taking whatever legal steps may be necessary to protect the
information deemed by it to be Confidential Information and to prevent release of
information to the Requestor by the receiving Party. If within ten (10) days after
receiving the foregoing notice from the receiving Party, the disclosing Party takes
no such action, the receiving Party shall be permitted to comply with the
Requestor’s demand and is not required to defend against it.
(f) Upon termination or expiration of this Master Agreement, the receiving Party shall,
at the disclosing Party’s direction, either return or destroy all of the disclosing
Party’s Confidential Information and so certify in writing. The obligations of this
provision will survive for one (1) year after any termination or expiration of this
Master Agreement.
13. Publicity and Disclosure.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
17
Counterparty A shall not use the name, trade name, trademarks, service marks of or
owned by City, or logos of City, or share Confidential Information in any publicity
releases, news releases, annual reports, product packaging, signage, stationery, print
literature, advertising, websites or other media without securing the prior written
approval of City. Counterparty A shall not, without prior written consent of City,
represent, directly or indirectly, that any product or service offered by Counterparty A
has been approved or endorsed by City. Counterparty A agrees that City may make
oral and written reports and other communications regarding this Master Agreement
and subsequent REC Transactions to the Palo Alto City Manager, City Council and
other public officials as required by law, which reports and communications will be
public reports and communications.
14. Nondiscrimination.
As set forth in Palo Alto Municipal Code section 2.30.510, Counterparty A agrees
that in the performance of this Master Agreement, it shall not discriminate in the
employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital
status, familial status, weight or height of such person. Counterparty A
acknowledges that it has read and understands the provisions of Chapter 2.30 of the
Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30
pertaining to nondiscrimination in employment, including completing the form
furnished by City and set forth in Exhibit C.
15. Miscellaneous Representations and Warranties.
(a) Each Party represents and warrants that the execution and performance of this Master
Agreement and subsequent REC Transactions will not conflict with or result in a
breach of any other agreement to which it is a party.
(b) Each Party represents and warrants that it is duly organized, validly existing and in
good standing under the laws of a state of the United States of America.
(c) Each Party represents and warrants that it has full power and authority to make,
execute, deliver and perform this Master Agreement and subsequent REC
Transactions.
(d) Each Party represents and warrants that it will abide by the Applicable Program as
specified in each Confirmation Letter.
(e) Each Party represents and warrants that it will abide by the Green-e Standard v. 1.5 or
as amended when applicable.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
18
16. Choice of Law.
The laws of the State of California shall be applied and be controlling for all purposes and all
matters relating to the Master Agreement. In the event that an action is brought, the Parties
agree that trial of such action will be vested exclusively in the United States District Court for
the Northern District of California in the County of Santa Clara, State of California.
17. Entire Agreement.
This Master Agreement constitutes the entire agreement between the Parties relating to the
subject matter hereof and supersedes all prior agreements, understandings, negotiations,
whether oral or written, of the Parties.
18. Amendments.
Except to the extent herein provided, no amendment, supplement, modification, termination
or waiver of this Master Agreement shall be enforceable unless executed in writing by the
Party to be bound thereby.
19. Assignment.
This Master Agreement is binding on any successors and assigns of the Parties. Neither Party
may otherwise transfer or assign this Master Agreement, in whole or in part, without the other
Party’s written consent. Such consent shall not be unreasonably withheld.
20 Non-Waiver; No Third Party Beneficiaries.
No waiver by any Party of any of its rights with respect to the other Party or with respect to
this Master Agreement or any matter or default arising in connection with this Master
Agreement, shall be construed as a waiver of any other right, matter or default. Any waiver
shall be in writing signed by the waiving Party. No payment, partial payment, acceptance
or partial acceptance by City will operate as a waiver on the part of the City of any of its
rights under the Master Agreement. This Master Agreement and subsequent Confirmation
Letters related to REC Transaction are made and entered into for the sole benefit of the Parties,
and their permitted successors and assigns, and no other Person shall be a direct or indirect
legal beneficiary of, have any rights under, or have any direct or indirect cause of action or
claim in connection with this Master Agreement.
21. Severability.
In the event that any provision of the Master Agreement is found to be void or unenforceable,
such findings shall not be construed to render any other provision of the Master Agreement
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
19
either void or unenforceable, and all other provisions shall remain in full force and effect
unless the provisions which are void or unenforceable shall substantially affect the rights or
obligations granted to or undertaken by either Party.
22. Force Majeure.
Neither Party shall be liable in any respect for failure or delay in the fulfillment or performance
of REC Transactions under this Master Agreement, if performance is hindered or prevented,
directly or indirectly by an event beyond the reasonable control of either Party, including,
without limitation, war, public emergency or calamity, fire, earthquake, Acts of God, strikes,
labor disturbance or actions, civil disturbances or riots, litigation brought by third parties
against the Parties, or any act of a superior governmental authority or court order. Force
Majeure may not be based on (i) Seller’s ability to sell RECs to another at a price greater than
the purchase price specified in the Confirmation Letter, (ii) Buyer’s inability economically to
use or resell the RECs, or (iii) Buyer’s ability to purchase RECs at a price less than the
purchase price specified in the Confirmation Letter.
23. Exhibits and Insurance.
The exhibits attached hereto are incorporated into this Master Agreement by reference. The
exhibits may only be revised upon mutual agreement between the Parties unless otherwise
specified in the exhibits. In the event of a conflict between this Master Agreement and the
Confirmation Letter, the terms of the Confirmation Letter shall prevail. During the term of
this Master Agreement, Counterparty A shall maintain the insurance levels set forth on
Exhibit D.
24. Compliance with Law.
Each Party will comply with all lawful federal, state and local law, ordinances, resolutions,
rate schedules, rules and regulations that may affect its rights and obligations under the
Master Agreement.
25. Fiscal Provisions.
The REC Transactions under this Master Agreement are subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code. The Master
Agreement and all related Confirmation Letters and Agreements will terminate without
penalty (i) at the end of any fiscal year in the event that funds are not appropriated for the
following fiscal year, or (ii) at any time within a fiscal year in the event that funds are only
appropriated for a portion of the fiscal years and funds for the City’s obligations are no
longer made available. This provision will take precedence in the event of a conflict with
any other term or condition of the Master Agreement.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit A
{D0387142.DOCX / 1}120110 dm 6051656
20
IN WITNESS WHEREOF, each of the Parties hereto acknowledge that they have read the
terms and conditions contained herein, understand and agree to the same and agree to be
bound thereby and have caused this Master Agreement to be executed in duplicate originals
by its duly authorized representative on the respective dates entered below.
CITY OF PALO ALTO
(“CITY”)
__________________________
City Manager
APPROVED AS TO FORM:
__________________________
Senior Deputy City Attorney
APPROVED:
__________________________
Director of Administrative
Services
__________________________
Director of Utilities
XXXX
(“Counterparty A”)
By: __________________________
Name:
Title:
Taxpayer Identification No.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Attachment A to 2019 REC Master Agreement
191107 dm 6051582
Confirmation Letter #1
The following describes a REC Transaction between City and Counterparty A for the sale, purchase
and delivery of Renewable Energy Certificates (“RECs”) pursuant to the terms of the REC Master
Agreement between the City of Palo Alto and Counterparty A dated ___________, 20__.
Initially capitalized terms used and not otherwise defined herein are defined in the Master
Agreement.
Basic Commercial Terms:
REC Transaction Date:
REC Transaction Reference:
Seller:
Buyer:
Renewable Resource Facility:
Renewable Energy Source:
Geography:
Vintage(s):
REC Product Quantity (MWh):
REC Contract Price ($/MWh):
Monetary Value of REC Transaction
($):
Delivery Deadline:
Product Specific Terms:
Applicable Standard:
Environmental Attributes retained by
Seller, if any:
Applicable Tracking System:
Attestation Form Required [yes, no]
Delivery Obligation [Firm, Unit
Contingent, Project Contingent]:
This Confirmation Letter is executed pursuant to and in accordance with the Master Agreement,
and constitutes part of and is subject to the terms and provisions of the Master Agreement.
The Parties agree to the REC Transaction set forth herein.
XXXX (“Buyer”) XXXX (“Seller”)
Signature Signature
Name Name
Title Title
Date Date
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Attachment B to 2019 REC Master
Agreement
191107 dm 6051582
Certification of Nondiscrimination
As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed
below certify that they do not and will not during the course of this contract discriminate
in the employment of any person because of race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status,
familial status, weight or height of such person and that they are in compliance with all
Federal, State and local directives and executive orders regarding nondiscrimination in
employment.
THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S)
BELOW.
Authorized Signature:____________________________________________________
Date: _____________________
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
1
Attachment C to 2019 REC Master Agreement
Insurance Requirements
Counterparty A shall maintain the level of insurance set forth below:
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIAN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY
COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS
IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED
TYPE OF COVERAGE
REQUIREMENT MINIMUM LIMITS
EACH OCCURRENCECCECE AGGREGATE
YES WORKER’S COMPENSATION
YES EMPLOYER’S LIABILITY STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$5,000,000
$5,000,000
$10,000,000
$5,000,000
$5,000,000
$10,000,000
BODILY INJURY $1,000,000 $1,000,000
- EACH PERSON $1,000,000 $1,000,000
YES
AUTOMOBILE LIABILITY, INCLUDING - EACH OCCURRENCE $1,000,000 $1,000,000
ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000
BODILY INJURY AND PROPERTY $1,000,000 $1,000,000
DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES
$5,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND
PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS,
AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED
COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO
“ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE
ADDITIONAL INSUREDS.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
2
Attachment C to 2019 REC Master Agreement
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE
POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED
AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS,
SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
I. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN
THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A
THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
II. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF
PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN
NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
Vendors are required to file their evidence of insurance and any other related notices with the City of Palo Alto
at the following URL:
https://www.planetbids.com/portal/portal.cfm?CompanyID=25569
OR
http://www.cityofpaloalto.org/gov/depts/asd/planet_bids_how_to.asp
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
1
Exhibit B
MASTER RENEWABLE ENERGY CERTIFICATE
PURCHASE AND SALE AGREEMENT
This Master Renewable Energy Certificate Purchase and Sale Agreement (the “Master
Agreement”) is made as of this _____ day of __________, 2016 (“Effective Date”), by and between the
City of Palo Alto, California, a chartered California municipal corporation with its primary business
address at 250 Hamilton Avenue, Palo Alto California 94301 (“City” or “Buyer”) and
____________________, with its primary business address at _________________(“Seller”). Seller
and Buyer may be referred to in the Master Agreement individually, as a “Party” and/or collectively, as
“the Parties”. This Master Agreement, together with Confirmation Letters, Attestation Form, and other
exhibits related to REC Transaction(s) shall be referred to as “Agreement(s).”
RECITALS:
A. The Parties wish to buy and sell RECs (as defined herein) on the terms set forth in this
Master Agreement;
B. Buyer wishes to enter into this Master Agreement with Seller to facilitate future Renewable
Energy Certificate (REC) purchases to manage various customer programs administered by
the Buyer;
C. Seller has access to RECs from Renewable Energy Facilities and wishes to enter into this
Master Agreement with Buyer to participate in the future REC Transactions that the City
may undertake from time to time; and
D. This Master Agreement facilitates, but does not guarantee, Seller’s qualifications to
competitively participate with other sellers in future REC Transactions, and it does not
guarantee that the City will enter into any future REC Transactions with the Seller.
NOW, THEREFORE, in consideration of the recitals and the covenants, terms and
conditions of this Master Agreement, the Parties agree:
AGREEMENT:
1. Term and Termination. The term of this Master Agreement shall commence on the Effective
Date, as set forth above, and shall remain in effect until terminated. This Master Agreement
may be terminated by either Party upon thirty (30) days’ written notice, except that any such
termination shall not be effective until all payments, deliveries and other obligations of the
Parties under this Master Agreement, and any Confirmation Letters executed thereunder, have been
completed.
2. Definitions. As used in this Master Agreement, the following terms have the respective
meanings set forth below, unless the context otherwise clearly indicates. Other capitalized terms
are defined elsewhere in this Master Agreement.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
2
Exhibit B
“Administrator” means a state or federal administrator, such as the Clean Air Markets Division
of the Environmental Protection Agency, Applicable Tracking System, Certification Authority,
if applicable, and any Governmental Authority or other body with jurisdiction over Certification
under, or the transfer or transferability of Environmental Attributes in, any particular Applicable
Standard.
“Applicable Law” means all legally binding constitutions, treaties, statutes, laws, ordinances,
rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions, writs and
orders of any Governmental Authority or arbitrator that apply to the Applicable Standard or
any one or both of the Parties or the terms hereof.
“Applicable Standard” means a domestic, international or foreign Renewable Portfolio
Standard, including a California or Federal Renewable Portfolio Standard, renewable energy,
emissions reduction, or Product Reporting Rights program, scheme or organization, adopted
by a Governmental Authority or otherwise, other mandatory or voluntary standard or set of rules,
or other similar program with respect to which exists a market, registry or reporting for particular
Environmental Attributes, as specified in the Confirmation Letter. An Applicable Standard
may include any legislation or regulation concerned with renewable energy, oxides of nitrogen,
sulfur, or carbon, with particulate matter, soot, or mercury, or implementing the UNFCCC or
crediting “early action” with a view thereto, or laws or regulations involving or administered
by an Administrator, or under any present or future domestic, international or foreign RECs,
Products, Environmental Attributes or emissions trading program. Applicable Standards do not
include legislation providing for production tax credits or other direct third- party subsidies for
generation by a Renewable Energy Source.
“Applicable Tracking System” means the generation information system, generation attribute
tracking system, or other system specified in the Confirmation Letter that records generation
from the Renewable Energy Facility in a particular geographic region, such as WREGIS.
“Attestation Form” means the Green-e Energy Renewable Attestation From Wholesale Provider
of Electricity Or RECs specified in the form set forth in Exhibit B to this Master Agreement, or
such other form required under the Applicable Standard, which includes a binding declaration by
the Seller, which substantiates the accuracy of the RECs and will provide all information required
under the Applicable Standard.
“Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise
commences, authorizes or acquiesces in the commencement of a proceeding or cause of action
under any bankruptcy, insolvency, reorganization or similar law, or has any such petition
filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit
of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a
liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect
to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts
as they fall due.
“Business Day” means any day, except a Saturday, Sunday, or any day observed as a legal holiday
by the City.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
3
Exhibit B
“Certification” means, if applicable, the certification by the Certification Authority of the
Applicable Standard of (i) the creation and characteristics of a REC, (ii) the qualification of a
Renewable Energy Facility or a Renewable Energy Source under an Applicable Standard, (iii)
delivery of a REC, or (iv) other compliance with the requirements of an Applicable Standard.
“Certification Authority” means an entity that certifies the generation, characteristics or delivery
of a REC, or the qualification of a Renewable Energy Facility or Renewable Energy Source
under an Applicable Standard, may include, as applicable, the Administrator, Applicable Tracking
System, a Governmental Authority, the Verification Provider, one or both of the Parties, an
independent auditor, or other third party, and should include (i) if no Applicable Standard is
specified, the Seller, or the generator of the RECs if the Seller is not the generator, (ii) if the
RECs are to be delivered pursuant to an Applicable Standard, the Administrator of the
Applicable Standard, or such other person or entity specified by the Applicable Standard to
perform Certification, or (iii) such other person or entity specified by the Parties.
“Certified Renewable Energy Source” means any Renewable Energy Source that is recognized
under an Applicable Standard as specified by the Parties.
“Confidential Information” is defined in Section 12
“Confirmation Letter” or “Confirm” means the form used by the Parties to effect a REC
Transaction in the form of Exhibit A, attached and incorporated by this reference, specifying the
terms of such REC Transaction, including the following: (1) any Environmental Attributes not
included with Product or Retained by Seller, (2) the quantity to be purchased and sold; (3) the
purchase price; (4) the Delivery Deadline; (5) the Applicable Standard; and, (6) if necessary in
accordance with the terms of the REC Transaction, (a) the Vintage(s); (b) the Renewable
Energy Facility or Facilities from which the Product is to be generated; (c) the Renewable
Energy Source and (d) the geography of the Product. The Confirmation Letter constitutes part
of, and is subject to, the terms and provisions of this Master Agreement.
“Costs” means, with respect to the Non-Defaulting Party, the present value of brokerage fees,
commissions, attorneys’ fees, and other similar third party transaction costs and expenses
reasonably incurred by such Party either in terminating or replacing any arrangement pursuant to
this Master Agreement; and any charges, penalties, fines or fees imposed or assessed against the
Non-Defaulting Party by an Administrator or Governmental Authority on account of delivery not
occurring on the Delivery Deadline, as determined by the Non-Defaulting Party in a commercially
reasonable manner.
“Credit Rating” means with respect to a Party, on any date of determination, the lower of its
long-term senior unsecured debt rating (not supported by third party credit enhancement) or its
issuer rating by the specified rating agency.
“Defaulting Party” is defined in Section 6.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
4
Exhibit B
“Delivery Deadline” means date specified in the Confirmation Letter by which the Seller shall
deliver and Buyer shall receive RECs in accordance with an Applicable Standard.
“Environmental Attribute” means an aspect, claim, characteristic, or benefit associated with
the generation of a quantity of electricity by a Renewable Energy Facility, other than the Energy
produced, and that is capable of being measured, verified or calculated. An Environmental
Attribute may include one or more of the following identified with a particular megawatt hour
of generation by a Renewable Energy Facility designated prior to Delivery: the Renewable Energy
Facility’s use of a particular Renewable Energy Source, avoided Nox, Sox, CO2 or greenhouse
gas emissions, avoided water use (but not water rights or other rights or credits obtained
pursuant to requirements of Applicable Law in order to site and develop the Renewable Energy
Facility itself) or as otherwise defined under an Applicable Standard, or as agreed by the Parties.
Environmental Attributes do not include production tax credits or other direct third-party
subsidies for generation of electricity by any specified Renewable Energy Facility.
“Event of Default” is defined in Section 6.
“Force Majeure” is defined in Section 22.
“Gains” means, with respect to any Party, an amount equal to the present value of the economic
benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated
Transaction, determined by it in a commercially reasonable manner.
“Governmental Authority” means any national, federal, provincial, state, municipal, county,
regional or local government, administrative, judicial or regulatory entity operating under any
Applicable Laws and includes any department, commission, bureau, board, administrative agency
or regulatory body of any government.
“Green-e” means an independent renewable energy certification and verification program,
administered by the Center for Resource Solutions, a Section 501(c)3 nonprofit organization based
in San Francisco, California.
“Interest Rate” means the prime lending rate published under the heading “Money Rates” in the
Wall Street Journal.
“Losses” means, with respect to any Party, an amount equal to the present value of the economic
loss to it, if any (exclusive of Costs), resulting from termination of a Terminated Transaction,
determined by it in a commercially reasonable manner.
applicable.
“Party” or “Parties” means Buyer and Seller, individually or collectively, as
“Product” means the RECs to be delivered in a particular Transaction, which may include
Environmental Attributes, Verifications, Certifications and other characteristics as specified in a
Confirmation Letter.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
5
Exhibit B
“Product Reporting Rights” means the exclusive right to report sole ownership of the Product
to any Certification Authority, Applicable Tracking System, Administrator, Governmental
Authority or other party, including under Section 1605(b) of the Energy Policy Act of 1992, or
under any present or future Applicable Standard.
“REC Transaction” means a particular, specific transaction to purchase RECs agreed upon
between the Parties as specified in a Confirmation Letter.
“REC Transaction Date” means the date specified on the Confirmation Letter.
“Renewable Energy Certificates” (“REC” or “Credits”) means a certificate, credit, allowance,
green tag, Tradable Renewable Certificate (“TRC”) or other transferable document, which is created
by an Applicable Standard or a Certification Authority and is associated with the generation of one
(1) megawatt hour (“MWh”) of electricity from one or more Renewable Energy Sources by a
Renewable Energy Facility. A REC shall include all Environmental Attributes associated with the
generation of such electricity, unless specified otherwise in a Confirmation Letter and in
accordance with the Applicable Standard, as well as all related Product Reporting Rights, and
shall be verified or certified by a Verification Provider or Certification Authority, in accordance
with the Applicable Standard. Such Environmental Attributes may be disaggregated and retained, or
sold separately, as the Parties agree. A REC is separate from the energy produced and may be
separately transferred or conveyed.
“Renewable Energy Facility” means an electric generation unit or other facility or installation that
produces electric energy using a Renewable Energy Source.
“Renewable Energy Source” means an energy source that is not fossil carbon- based, non-
renewable or radioactive, and may include solar, wind, biomass, geothermal, landfill, gas, or wave,
tidal and thermal ocean technologies.
“Renewable Portfolio Standard” or “RPS” means a state or federal law, rule or regulation that
requires a stated amount or minimum proportion or quantity of electricity that is sold or used by
specified persons to be generated from Renewable Energy Sources.
“Settlement Amount” means the Losses or Gains, and Costs which the Non- Defaulting Party
incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 7.
“Terminated Transaction” is defined in Section 7.
“Verification Provider” means an entity that could be an entity other than the Certification
Authority, but could also be the Certification Authority, that verifies or audits specified
aspects of Products, RECs, or one or more specified Environmental Attributes.
“Vintage” means the calendar year, quarter, or other specified period of time in which the energy
associated with the REC was generated.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
6
Exhibit B
“WECC” means Western Electricity Coordinating Council, the western regional council of the
North American Electric Reliability Corporation (NERC).
“WREGIS” means the Western Renewable Energy Generation Information System, an
independent, renewable energy tracking system for the region covered by the Western Electricity
Coordinating Council (WECC).
3. REC Transactions.
(a) Purchase and Sale: On the terms and subject to the conditions set forth in
this Master Agreement, Seller agrees to sell, and Buyer agrees to purchase,
all of Seller's rights, title and interest in and to the RECs to be provided on
the dates and otherwise as set forth on any Confirmation Letter(s) now, or
hereafter, entered into between the Parties (Exhibit A, attached and
incorporated by this reference).
(b) Delivery Obligations: As specified in the applicable Confirmation Letter,
one of the following delivery obligations (“Delivery Obligation”) shall apply
to each Product quantity to be delivered under each REC Transaction:
If the Confirmation Letter provides that the RECs delivery obligation is:
(i) “Firm” Seller shall deliver the RECs by the Delivery Deadline, and
no ground for excuse other than Force Majeure shall apply;
(ii) “Unit Contingent” Seller’s obligation to deliver the RECs will be
excused to the extent the Renewable Energy Facility is not able to
generate Environmental Attributes in the Vintage or other agreed-to
time period as specified in the Confirmation Letter, (due to the
performance of the Renewable Energy Facility); or
(iii) “Project Contingent” Seller’s obligation to deliver the RECs will be
excused to the extent the Renewable Energy Facility is not able to
generate Environmental Attributes in the Vintage or other agreed-to
time period as specified in the Confirmation Letter, due to a delay or
failure in constructing or obtaining necessary approvals to construct
or modify and operate the new or modified Renewable Energy
Facility, or due to reasons as specified in the Confirmation Letter.
(c) Right to Sell and Associated Declarations. With respect to each REC
Transaction, Seller hereby represents and warrants to Buyer, upon Delivery
for each Product, the following:
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
7
Exhibit B
(i) Seller has exclusive rights to, good and marketable title to, and
unencumbered interest in, the Product described in each REC
Transaction under Applicable Law; and
(ii) Seller transfers and sells to Buyer all present and future rights, title,
and unencumbered interest of Seller in and to the Environmental
Attributes (as discussed in the Confirmation Letter) to the extent
Seller will have such rights, title, and interest in and to such RECs
under Applicable Law and such transfer and sale to Buyer is not in
violation of any Applicable Law at the time of execution of the
Confirmation Letter.
(d) Notwithstanding whether such RECs are transferable to Seller under any
Applicable Law, with respect to each REC Transaction upon Delivery for
each Product, Seller covenants to Buyer that:
(i) Seller has not transferred, and will not transfer, any portion of the
rights, title and interest in and to the Product to a third party;
(ii) Product will not be sold, marketed, or otherwise claimed by Seller;
(iii) Product delivered to Buyer shall be sold by Seller once and only
once;
(iv) The Environmental Attributes or the electricity that was generated
with the attributes were not used to meet any federal, state or local
renewable energy requirement, renewable energy procurement,
Renewable Portfolio Standard, or other renewable energy mandate;
and
(v) The electricity that was generated with the attributes was not
separately sold, separately marketed or otherwise separately
represented as renewable energy by Seller. Seller shall take such
action as may be necessary to transfer and evidence the transfer of
RECs to Buyer.
(e) Confirmation. Unless otherwise agreed in writing, Seller will send Buyer a
Confirmation Letter, which may be in substantially the form attached hereto
as Exhibit A, or as modified, to describe the specific RECs to be purchased
in the REC Transaction. Upon receipt of such Confirmation Letter, the other
Party shall promptly return, in the manner described in Section 11,
“Notices”, a written acceptance thereof, which shall be a signed copy of the
Confirmation Letter.
(f) REC Contract Price. Buyer agrees to buy and Seller agrees to sell each REC
at a price in dollars per MWh as set forth in the Confirmation Letter.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
8
Exhibit B
(g) REC Product Quantity. Seller will provide to Buyer RECs in the quantity as
set forth in the Confirmation Letter in accordance with the specified Delivery
Obligation.
(h) Monetary Value of REC Transactions. The monetary value of each REC
Transaction, which is the REC Contract Price times the REC Product
Quantity, shall be set forth in the Confirmation Letter associated with that
Transaction.
(i) Certification. Seller represents and warrants that it will provide to Buyer
RECs that meet or exceed the Applicable Standard as set forth in the
Confirmation Letter such as, for example, the requirements of the Center for
Resource Solutions’ Green-e certification program, as amended from time to
time and referenced in Exhibit B.
(j) Reporting.
(i) If required under the Applicable Standard, Seller shall be obligated
to complete and provide to Buyer a signed copy of the Attestation
Form, or suitable equivalent substitute no later than the Delivery
Deadline, as specified in the Confirmation Letter.
(ii) Buyer is not obligated to pay Seller for any RECs which have not
been delivered.
(k) Applicable Tracking System. If specified in the Confirmation Letter,
Seller shall deliver to Buyer, and Buyer shall receive, the RECs by the
Delivery Deadline via the Applicable Tracking System (or other
mechanism provided for in the Confirmation Letter), such as WREGIS,
such that all rights, title to and interest in the RECs shall transfer from
Seller to Buyer upon such delivery and in accordance with the rules of the
Applicable Tracking System.
4. Financial and Performance Assurances.
(a) Material Adverse Change. A “Material Adverse Change” occurs with
respect to either Party if: reasonable grounds exist to cause a Party to belief
that the creditworthiness of the other Party has become unsatisfactory or that
a Party’s ability to perform under this Master Agreement has been materially
impaired.
(b) Adequate Assurances. If a Party believes that a Material Adverse Change
has occurred, the dissatisfied Party (the “First Party”) may make a written
request for the other Party (the “Second Party”) to provide adequate
assurance in an amount determined in a commercially reasonable manner,
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
9
Exhibit B
and in a form acceptable to the First Party. Acceptable Performance Assurance includes (i) cash;
(ii) an irrevocable, non-transferable standby letter of credit issued by a U.S. commercial bank or
a foreign bank with a
U.S. branch acceptable to the First Party in its sole discretion with such bank having a credit rating of
at least A- from Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc) (or its successor)
or A3 from Inc. (or its successor), in a form acceptable to the First Party with costs of a letter
of credit borne by the applicant of such letter of credit; (iii) a prepayment; or
(iv) such other acceptable security acceptable to the First Party; each of (i) through (iv) in the First
Party’s sole discretion. Upon receipt of the request to provide adequate assurance, the Second Party
shall have two (2) Business Days to provide such assurance before an Event of Default under
Section 6 of this Master Agreement will be deemed to have occurred and the First Party will be
entitled to the remedies set forth in Section 7. If the Second Party provides such adequate assurance
to the First Party within two (2) Business Days, it is understood that the Second Party shall not in
fact have defaulted under this Master Agreement by incurring a Material Adverse Change.
5. Billing and Terms of Payment.
(a) Billing. Upon each delivery of RECs, Seller shall provide an invoice to
Buyer in the amount applicable to each REC Transaction executed under the
Confirmation Letter.
(b) Terms of Payment. The terms of payment shall be net thirty (30) days after
the date Buyer receives a properly prepared and accurate invoice sent to the
Buyer’s address, which shall include at a minimum:
(1) Seller’s complete name and address where payment is to be remitted;
(2) Buyer’s complete name and address where bill is to be sent;
(3) Price and billing units consistent with the Confirmation Letter(s)
executed by the Parties;
(4) quantity;
(5) Attestation, if required, will be delivered with invoice;
(6) invoice date;
(7) total monetary amount;
(8) terms of payment, including any applicable discount calculations;
(9) tax amount/rate information, if applicable.
(c) Payment may be made by check or wire transfer. Payment by check shall be
considered made when received by Seller.
Buyer agrees to send its payment to: Address:
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
10
Exhibit B
Attention:
Wiring instructions:
6. Events of Default.
A Party is in default (“Default”) hereunder if that Party (the “Defaulting Party”) does any of the
following (each an “Event of Default”):
(a) the failure of the Buyer to make any payment required pursuant to this
Master Agreement, if such failure is not remedied within fifteen (15)
Business Days after written notice, provided that if the Buyer, in good faith,
disputes all or any portion of the payment, the Buyer shall pay only that
portion of the payment that it does not dispute;
(b) the failure of the Seller to deliver RECs when due pursuant to this Master
Agreement, if such failure is not remedied within five (5) Business Days
after written notice to the affected Party;
(c) any representation or warranty provided by either Party herein that shall
prove to have been false or misleading in any material respect when made or
repeated;
(d) the failure by a Party to perform any covenant or agreement set forth in this
Master Agreement and applicable Confirmation Letters and incorporated
exhibits (other than its obligations to make any payment or obligations
which are otherwise specifically covered as a separate Event of Default), and
such failure is not cured within fifteen (15) Business Days after written
notice thereof to the affected Party;
(e) the Party becomes Bankrupt; or
(f) the failure by a Party to provide timely and satisfactory financial and/or
performance assurance when requested to do so under the terms of this
Master Agreement, and such failure is not cured within five (5) Business
Days after written notice thereof to the affected Party.
7. Remedies for Default.
(a) Declaration of Early Termination Date and Calculation of Settlement
Amounts. If an Event of Default with respect to a Defaulting Party occurs
and is continuing, the other Party (the “Non-Defaulting Party”) will have
the right to do any or all of the following:
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
11
Exhibit B
(i) designate a day, no earlier than the day such notice is effective and
no later than 20 days after such notice is effective, as an early
termination date (“Early Termination Date”) to accelerate all
amounts owing between the Parties and to liquidate and terminate
all, but not less than all, REC Transactions (each referred to as a
“Terminated Transaction”) between the Parties;
(ii) withhold any payments due to the Defaulting Party under this
Master Agreement; and
(iii) suspend performance.
(b) Calculation of Settlement Amounts. The Non-Defaulting Party will
calculate, in a commercially reasonable manner, a Settlement Amount for
each such Terminated Transaction as of the Early Termination Date by
aggregating its Gains, Losses and Costs with respect to each such
Terminated Transaction (or, to the extent that in the reasonable opinion of
the Non-Defaulting Party certain of such Terminated Transactions are
commercially impracticable to liquidate and terminate or may not be
liquidated and terminated under Applicable Law on the Early Termination
Date, as soon thereafter as is reasonably practicable). If the Non-
Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs,
if any, resulting from the termination of this Master Agreement, the
settlement amount shall be zero, notwithstanding any provision of this
Master Agreement to the contrary.
(c) Net Out of Settlement Amounts. The Non-Defaulting Party will aggregate
all Settlement Amounts into a single amount by netting out the following:
(i) all amounts that are due to the Defaulting Party, if the Defaulting
Party is Seller, for RECs that have been delivered and not yet paid
for, plus, at the option of the Non-Defaulting Party, any or all other
amounts due to the Defaulting Party under this Master Agreement;
against
(ii) all Settlement Amounts that are due to the Non-Defaulting Party
under this Master Agreement, so that all such amounts will be
netted out to a single liquidated amount (the “Termination
Payment”) payable by the Non-Defaulting Party.
The Termination Payment, if any, is due from the Defaulting Party to the Non-Defaulting Party
within five (5) Business Days following notice.
(d) Calculation Disputes. If the Defaulting Party disputes the Non-Defaulting
Party’s calculation of the Settlement Amount or Termination Payment, in
whole or in part, the Defaulting Party will, within five (5) Business Days
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
12
Exhibit B
of receipt of the Non-Defaulting Party’s calculation, provide the Non- Defaulting Party a
detailed written explanation of the basis for such dispute.
(e) Limitation on Damages. The Defaulting Party’s liability will be limited to
direct, actual damages, and Costs only, and such direct, actual damages,
and Costs will be the sole and exclusive remedy hereunder. In no event
will either Party be liable to the other under this Master Agreement for any
consequential, incidental, punitive, exemplary, or indirect damages in tort,
contract, or otherwise pursuant to this Section 7, except for any claims
indemnified pursuant to Section 8.
(f) Exclusive Remedy. THE REMEDIES SET FORTH IN THIS SECTION
ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO
THE NONDEFAULTING PARTY IN THE EVENT OF A PARTY’S
DEFAULT WITH RESPECT TO ITS OBLIGATIONS TO SELL OR
PURCHASE RECS, AND A PARTY’S LIA B ILITY SHA LL BE
LIMITED AS SET FORTH IN THIS SECTION. ALL OTHER
REMEDIES OR DAMAGES FOR FAILURE TO SELL OR PURCHASE
RECS AT LAW ARE HEREBY WAIVED.
8. Indemnification.
(a) Indemnification of Buyer: To the fullest extent permitted by Applicable
Law, Seller agrees to protect, defend, hold harmless and indemnify Buyer,
its City Council, commissioners, officers, employees, volunteers and agents
from and against any claim, injury, liability, loss, cost, and/or expense or
damage, including all costs and reasonable attorney’s fees in providing a
defense to any claim arising therefrom, for which Buyer shall become liable
arising from Seller’s acts, errors, or omissions with respect to or in any way
connected with the maintenance, assistance and services performed by Seller
pursuant to this Master Agreement and subsequent REC Transactions and
related Confirmation Letters, except for claims, liabilities and damages
caused by the Buyer’s sole negligence or willful misconduct.
(b) Indemnification of Seller: To the fullest extent permitted by Applicable
Law, Buyer agrees to protect, defend, hold harmless and indemnify Seller,
its board of directors, officers, employees, volunteers and agents from and
against any claim, injury, liability, loss, cost, and/or expense or damage,
including all costs and reasonable attorney’s fees in providing a defense to
any claim arising therefrom, for which Seller shall become liable arising
from Buyer’s negligent, reckless or wrongful acts, errors, or omissions with
respect to or in any way connected with the maintenance, assistance and
services performed by Buyer pursuant to this Master Agreement and
subsequent and related Confirmation Letters, except for claims, liabilities
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
13
Exhibit B
and damages caused by the Seller’s comparative negligence or willful misconduct.
9. Relationship of the Parties.
The relationship of the Parties under this Master Agreement is that of independent contractors. The
Parties specifically state their intention that this Master Agreement is not intended to create a
partnership or any other co-owned enterprise unless specifically agreed to by the Parties in a
separate written instrument. Except as specifically provided herein, each Party shall continue to
have the right to contract independent of the other Party with individuals and entities. Each Party
shall be responsible for its own operating expenses and personnel expenses.
10. Taxes and Costs.
Unless otherwise specified in the applicable Confirmation Letter (and to the extent not included in
the purchase price), each Party shall bear the cost of any taxes imposed on such Party in relation
to or arising out of such REC Transaction. Each Party shall be liable for all costs, fees,
commissions or other payments due to brokers, agents or other intermediaries incurred by such
Party (and shall indemnify and hold the other Party harmless from and against all such amounts) in
connection with the drafting, consummation or performance of this Master Agreement or any REC
Transaction hereunder.
11. Notices.
All notices required or permitted to be given hereunder in writing shall, unless expressly provided
otherwise, be in writing, properly addressed, postage pre-paid and delivered by hand, facsimile,
certified or registered mail, courier or electronic messaging system to the appropriate address as
either Party may designate from time to time by providing notice thereof to the other Party.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
14
Exhibit B
If to Buyer:
Address: 250 Hamilton Ave.
Palo Alto, CA 94301
Attention: City Clerk
Phone: 650-329-2119
Fax: 650-617-3140
With a copy to:
Address: 250 Hamilton Ave.
Palo Alto, CA 94301
Attention: Director of Utilities
Phone: 650-329-2119
Fax: 650-617-3140
If to Seller:
Address:
Attention:
Phone:
Fax:
Notices delivered by facsimile or by an electronic messaging system shall require confirmation
through a reply facsimile or electronic message.
12. Confidential Information.
(a) “Confidential Information” shall mean and include information consisting of
documents and materials of a disclosing Party and/or any other technical,
financial or business information of or about a disclosing Party which is not
available to the general public, as well as all information derived from such
information, which is furnished or made available to the other Party and is clearly
labeled, marked or otherwise identified as “confidential” or “proprietary
information.”
(b) The disclosing Party is the Party to whom the Confidential Information originally
belongs and who shall, after appropriate notice from the receiving Party, bear the
burden of pursuing any legal remedies to retain the confidential status of the
Confidential Information, as set forth in Section 12(e), below.
(c) Confidential Information disclosed by either Party to the other shall be held by the
receiving Party in confidence, and shall not be:
(i) used by the recipient to the detriment of the disclosing Party; or
(ii) made available for third parties to use.
(d) Each Party shall direct its employees, contractors, consultants and representatives
who have access to any Confidential Information to comply with all the terms of
this Section. Information received by the receiving Party shall not be
Confidential Information if:
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
15
Exhibit B
(i) it is or becomes available to the public through no wrongful act of the
receiving Party;
(ii) it is already in the possession of the receiving Party and not subject to any
confidentially agreement between the Parties;
(iii) it is received from a third party without restriction for the benefit of the
disclosing Party and without breach of this Master Agreement;
(iv) it is independently developed by the receiving Party; or
(v) it is disclosed pursuant to a requirement of law or a duly empowered
government agency or a court of competent jurisdiction after due notice
and an adequate opportunity to intervene is given to the disclosing Party,
unless such notice is prohibited.
(e) Seller acknowledges that City is a public agency and is subject to the
requirements of the California Public Records Act Cal. Gov. Code section 6250 et
seq. Seller may submit Confidential Information to City pursuant to Section
12(a), above and City will maintain such identified documents as confidential to
the fullest ext extent allowed by law. However, upon request or demand from any
third person or entity not a party to this Master Agreement (“Requestor”) for
production, inspection and/or copying of information designated by a disclosing
Party as Confidential Information, the receiving Party shall notify the disclosing
Party that such request has been made in accordance with Section 11 of this
Master Agreement. Upon receipt of this notice, the disclosing Party shall be
solely responsible for taking whatever legal steps may be necessary to protect the
information deemed by it to be Confidential Information and to prevent release of
information to the Requestor by the receiving Party. If within ten (10) days after
receiving the foregoing notice from the receiving Party, the disclosing Party takes
no such action, the receiving Party shall be permitted to comply with the
Requestor’s demand and is not required to defend against it.
(f) Upon termination or expiration of this Master Agreement, the receiving Party
shall, at the disclosing Party’s direction, either return or destroy all of the
disclosing Party’s Confidential Information and so certify in writing. The
obligations of this provision will survive for one (1) year after any termination or
expiration of this Master Agreement.
13. Publicity and Disclosure.
Seller shall not use the name, trade name, trademarks, service marks of or owned by Buyer, or logos
of Buyer, or share Confidential Information in any publicity releases, news releases, annual reports,
product packaging, signage, stationery, print literature, advertising, websites or other media without
securing the prior written approval of Buyer. Seller shall not, without prior written consent of Buyer,
represent, directly or indirectly, that any product or service offered by Seller has been approved
or endorsed by Buyer. Seller agrees that Buyer may make oral and written reports and other
communications regarding this Master Agreement and subsequent REC Transactions to the Palo
Alto City Manager, City Council and other
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
16
Exhibit B
public officials as required by law, which reports and communications will be public reports and
communications.
14. Nondiscrimination.
As set forth in Palo Alto Municipal Code section 2.30.510, Seller agrees that in the performance
of this Master Agreement, it shall not discriminate in the employment of any person because of
the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry,
sexual orientation, pregnancy, genetic information or condition, housing status, marital status,
familial status, weight or height of such person. Seller acknowledges that it has read and
understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to
Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all
requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including
completing the form furnished by Buyer and set forth in Exhibit C.
15. Miscellaneous Representations and Warranties.
(a) Each Party represents and warrants that the execution and performance of this
Master Agreement and subsequent REC Transactions will not conflict with or result
in a breach of any other agreement to which it is a party.
(b) Each Party represents and warrants that it is duly organized, validly existing and in
good standing under the laws of a state of the United States of America.
(c) Each Party represents and warrants that it has full power and authority to make,
execute, deliver and perform this Master Agreement and subsequent REC
Transactions.
(d) Each Party represents and warrants that it will abide by the Applicable Program as
specified in each Confirmation Letter.
(e) Each Party represents and warrants that it will abide by the Green-e Standard v. 1.5
or as amended when applicable.
16. Choice of Law.
The laws of the State of California shall be applied and be controlling for all purposes and all matters
relating to the Master Agreement. In the event that an action is brought, the Parties agree that trial
of such action will be vested exclusively in the United States District Court for the Northern District
of California in the County of Santa Clara, State of California.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
17
Exhibit B
17. Entire Agreement.
This Master Agreement constitutes the entire agreement between the Parties relating to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations, whether oral or
written, of the Parties.
18. Amendments.
Except to the extent herein provided, no amendment, supplement, modification, termination or waiver
of this Master Agreement shall be enforceable unless executed in writing by the Party to be bound
thereby.
19. Assignment.
This Master Agreement is binding on any successors and assigns of the Parties. Neither Party
may otherwise transfer or assign this Master Agreement, in whole or in part, without the other Party’s
written consent. Such consent shall not be unreasonably withheld. Notwithstanding any provision to
the contrary in this Agreement, any direct or indirect change of control of Seller (whether voluntary
or by operation of law) shall be deemed an assignment and shall require the prior written consent of
Buyer, which consent shall not be unreasonably withheld.
20 Non-Waiver; No Third Party Beneficiaries.
No waiver by any Party of any of its rights with respect to the other Party or with respect to this
Master Agreement or any matter or default arising in connection with this Master Agreement,
shall be construed as a waiver of any other right, matter or default. Any waiver shall be in writing
signed by the waiving Party. No payment, partial payment, acceptance or partial acceptance by
Buyer will operate as a waiver on the part of the Buyer of any of its rights under the Master
Agreement. This Master Agreement and subsequent Confirmation Letters related to REC
Transaction are made and entered into for the sole benefit of the Parties, and their permitted
successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, have
any rights under, or have any direct or indirect cause of action or claim in connection with this
Master Agreement.
21. Severability.
In the event that any provision of the Master Agreement is found to be void or unenforceable,
such findings shall not be construed to render any other provision of the Master Agreement either
void or unenforceable, and all other provisions shall remain in full force and effect unless the
provisions which are void or unenforceable shall substantially affect the rights or obligations granted
to or undertaken by either Party.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
18
Exhibit B
22. Force Majeure.
Neither Party shall be liable in any respect for failure or delay in the fulfillment or performance of
REC Transactions under this Master Agreement, if performance is hindered or prevented, directly or
indirectly by an event beyond the reasonable control of either Party, including, without limitation,
war, public emergency or calamity, fire, earthquake, Acts of God, strikes, labor disturbance or
actions, civil disturbances or riots, litigation brought by third parties against the Parties, or any act
of a superior governmental authority or court order. Force Majeure may not be based on (i) Seller’s
ability to sell RECs to another at a price greater than the purchase price specified in the
Confirmation Letter, (ii) Buyer’s inability economically to use or resell the RECs, or (iii) Buyer’s
ability to purchase RECs at a price less than the purchase price specified in the Confirmation Letter.
23. Exhibits and Insurance.
The exhibits attached hereto are incorporated into this Master Agreement by reference. The exhibits
may only be revised upon mutual agreement between the Parties unless otherwise specified in the
exhibits. In the event of a conflict between this Master Agreement and the Confirmation Letter, the
terms of the Confirmation Letter shall prevail. During the term of this Master Agreement, Seller
shall maintain the insurance levels set forth on Exhibit D.
24. Compliance with Law.
Each Party will comply with all lawful federal, state and local law, ordinances, resolutions, rate
schedules, rules and regulations that may affect its rights and obligations under the Master
Agreement.
25. Fiscal Provisions.
The REC Transactions under this Master Agreement are subject to the fiscal provisions of the
Charter of the City of Palo Alto and the Palo Alto Municipal Code. The Master Agreement
and all related Confirmation Letters and Agreements will terminate without penalty (i) at the end
of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (ii)
at any time within a fiscal year in the event that funds are only appropriated for a portion of the
fiscal years and funds for the City’s obligations are no longer made available. This provision will
take precedence in the event of a conflict with any other term or condition of the Master Agreement.
[SIGNATURES ON NEXT PAGE]
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
120110 dm 6051656
19
Exhibit B
IN WITNESS WHEREOF, each of the Parties hereto acknowledge that they have read the terms
and conditions contained herein, understand and agree to the same and agree to be bound thereby
and have caused this Master Agreement to be executed in duplicate originals by its duly authorized
representative on the respective dates entered below.
CITY OF PALO ALTO
(“BUYER”)
City Manager
APPROVED AS TO FORM:
Senior Deputy City Attorney
APPROVED:
XXXX (“SELLER”)
By: _
Name:
Title:
Taxpayer Identification No.
Director of Administrative
Services
Director of Utilities
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Exhibit B
Exhibit A
Confirmation Letter #1
The following describes a REC Transaction between Buyer and Seller for the sale, purchase and
delivery of Renewable Energy Certificates (“RECs”) pursuant to the terms of the Master Agreement
between the City of Palo Alto and dated , 2016.
Initially capitalized terms used and not otherwise defined herein are defined in the Master Agreement.
Basic Commercial Terms:
REC Transaction Date:
REC Transaction Reference:
Seller:
Buyer:
Renewable Resource Facility:
Renewable Energy Source:
Geography:
Vintage(s):
REC Product Quantity (MWh):
REC Contract Price ($/MWh):
Monetary Value of REC Transaction
($):
Delivery Deadline:
Product Specific Terms:
Applicable Standard:
Environmental Attributes retained by
Seller, if any:
Applicable Tracking System:
Attestation Form [yes, no]
Delivery Obligation [Firm, Unit
Contingent, Project Contingent]:
This Confirmation Letter is executed pursuant to and in accordance with the Master Agreement,
and constitutes part of and is subject to the terms and provisions of the Master Agreement.
The Parties agree to the REC Transaction set forth herein.
City of Palo Alto (“Buyer”) XXXX (“Seller”)
Signature
Signature
Name Name
Title Title
Date Date
161128 dm 6051582
Page 1 of 1
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Page 1 of 2
161128 dm 6051582
Exhibit B
Exhibit B
Attestation Form
Green-E Renewable Attestation from
Wholesale Provider of Electricity or Recs
I. Wholesale Provider Information
Name of Provider:
Address of Provider:
Contact Person: Title:
Telephone:
Address:
Fax: Email
II.Declaration
I, (print name and title) declare(s) that
the (indicate with “x”)1 electricity bundled with renewable attributes / renewable
attributes only 2 listed below were sold exclusively from: (name of Provider)
(“Provider”) to: (name of REC provider, utility, or
electric service provider) (“Purchaser”).
On behalf of the Provider, I further declare that:
1) all the renewable attributes (including CO2 benefits), including any emissions offsets, reductions or
claims, represented by the renewable electricity generation listed below were transferred to Purchaser;
2) to the best of my knowledge, the renewable attributes were not sold, marketed or otherwise claimed
by a third party;
3) Provider sold the renewable attributes only once;
4) the renewable attributes or the electricity that was generated with the attributes was not used to meet
any federal, state or local renewable energy requirement, renewable energy procurement, renewable
portfolio standard, or other renewable energy mandate by Provider, nor, to the best of my knowledge, by
any other entity;
5) the electrical energy that was generated with the attributes was not separately sold, separately marketed
or otherwise separately represented as renewable energy by Provider, or, to the best of my knowledge, by
any other entity; and
1 1 Use separate forms to report electricity and REC sales.
2 If Seller purchased electricity bundled with renewable attributes and has stripped off those attributes to sell in this
transaction, and is selling the undifferentiated electricity to a utility or load-serving entity, see section III also.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Page 2 of 2
161128 dm 6051582
Exhibit B
6) the facilities that generated all of the renewable electricity / renewable attributes (as indicated above)
sold to Purchaser are listed below by fuel type.
List the renewable MWhs sold or transferred to Purchaser identified below by quarter of
generation as a separate line item.
Generator
Name
Generator
ID Number
(EIA or QF)
Nameplate
Capacity
(MW)
Fuel Type
# MWhs
RECs /
Elec. Sold
First Date
of
Generator
Operation
(mm/yy)3
Period of
Generation
(quarter#/yy
or mm/yy)
As an authorized agent of Provider, I attest that the above statements are true and correct.
Signature Date
Place of Execution
III. Additional Statement required of Provider selling electricity to Purchaser
(Check box if not applicable: [ ])
I declare that the electricity listed above was delivered into the following NERC region or ISO:
IV.Additional Statement required if Provider is selling only RECs to Purchaser and
selling the associated electricity to a utility or load-serving entity
(Check box if not applicable: [ ])
Please write the name of the utility or load-serving entity here:
By signing below, I attest to the accuracy of all Additional Statements above (III through IV):
Signature Date
Place of Execution
3 For facilities that have added new renewable capacity, please indicate the amount and operational date of the new
capacity and the existing capacity.
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Page 3 of 2
161128 dm 6051582
Exhibit B
This Form is used by the Center for Resource Solutions to verify the accuracy of claims
made by retail marketers. The information on this form is held strictly confidential and
will not be shared
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Page 1 of 1
161128 dm 6051582
Exhibit B
Exhibit C
Certification of Nondiscrimination
As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed
below certify that they do not and will not during the course of this contract discriminate
in the employment of any person because of person because of the race, skin color,
gender, gender identity, age, religion, disability, national origin, ancestry, sexual
orientation, pregnancy, genetic information or condition, housing status, marital status,
familial status, weight or height of such person and that they are in compliance with all
Federal, State and local directives and executive orders regarding nondiscrimination in
employment.
THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S)
BELOW.
Authorized Signature:
Date:
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Page 1 of 1
161128 dm 6051582
Exhibit B
EXHIBIT D
INSURANCE REQUIREMENTS
Seller shall maintain the level of insurance set forth below:
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Page 1 of 1
161128 dm 6051582
Exhibit C
Resolution No. 9652 (Amended via Resolution No. 9863)
Resolution of the Council of the City of Palo Alto Approving the Standard Form Edison
Electric Institute Master Power Purchase and Sale Agreement and the Standard Form
Master Renewable Energy Certificate Purchase and Sale Agreement
R E C I T A L S
A. On March 7, 2011, the Council adopted Resolution 9152 approving the Long-term
Electric Acquisition Plan Objectives, Strategies, and Implementation Plan, as subsequently modified
by Council on March 19, 2012 and April 16, 2012 (LEAP).
B. In accordance with LEAP, the City must actively monitor and manage operational,
counterparty and wholesale energy price risk by maintaining an adequate pool of creditworthy
suppliers and diversifying supply purchases across commitment date, start date, duration, suppliers
and pricing terms in alignment with rate stability objectives and reserve guidelines.
C. The City's Energy Risk Management Policy provides for an anti-speculation policy
limiting purchases of electricity and related products to meet the City’s projected load.
D. The Utilities Strategic Plan’s strategic objectives are, among other things, to a)
negotiate supply contracts to minimize financial risk; and b) reduce cost of delivering service
through best management practices.
E. Through Resolution No. 9379, the Council authorized the City Manager, or his
designee, to execute purchases (and incidental sales) of renewable energy credits (RECs) to meet
the needs of the City’s PaloAltoGreen (PAG) Program, Renewable Portfolio Standard (RPS) and
Carbon Neutral Plan by negotiating and executing REC Master Agreements with thirteen pre-
qualified suppliers subject to transaction term and expenditure limits enumerated in that resolution.
F. By Ordinance No. 5387, Council approved changes to the Municipal Code
specifically streamlining the purchase and sale of wholesale utility commodities and services and
explicitly allowing for standard form Master Agreements.
G. The standard form electric master agreement is based on the year 2000 version
of the Edison Electric Institute (EEI) Master Power Purchase and Sale Agreement, and includes
special provisions in the form of a Cover Sheet (Standard Form Electric Master Agreement), which
is based on previously Cover Sheets approved as to form by the City Attorney’s Office.
H. The standard form REC master agreement is based on the form of REC Master
Agreement previously approved by Council in Resolution No. 9379 (Standard Form REC Master
Agreement), and will be for suppliers transacting only in RECs.
I. Both the Standard Form Electric Master Agreement and the Standard Form Master
REC Agreement incorporates the contract terms and conditions required in City of Palo Alto
Municipal Code Section 2.30.340(c).
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Page 1 of 1
161128 dm 6051582
Exhibit C
J. Standard Form Electric Master Agreements negotiated a specific electric suppliers
will be recommended to Council for approval with maximum expenditure limits and transaction
terms.
NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows:
SECTION 1. The Council hereby approves the attached Standard Form Electric Master
Agreement.
SECTION 2. The Council hereby approves the attached 2019 Standard Form Master
Renewable Energy Certificate Purchase and Sale Agreement.
SECTION 3. The Council hereby finds and determines that the adoption of this
Resolution does not meet the definition of a project for the purposes of the California Environmental
Quality Act, under Public Resources Code Section 21065 and CEQA Guidelines Section 15378(b)(5),
because it is an administrative governmental activity, which will not cause a direct or indirect physical
change in the environment.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
___________________________ ___________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ ___________________________
Assistant City Attorney City Manager
___________________________
Director of Utilities
___________________________
Director of Administrative Services
DocuSign Envelope ID: 3C018004-5149-4EB4-9E5B-E6E1B59DAA01
Certificate Of Completion
Envelope Id: 3C01800451494EB49E5BE6E1B59DAA01 Status: Completed
Subject: Please DocuSign: RESO 9863 Approving Two REC Master Agreements and Exhibits.docx
Source Envelope:
Document Pages: 54 Signatures: 6 Envelope Originator:
Certificate Pages: 5 Initials: 0 Kim Lunt
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
kimberly.lunt@cityofpaloalto.org
IP Address: 12.220.157.20
Record Tracking
Status: Original
11/6/2019 1:31:46 PM
Holder: Kim Lunt
kimberly.lunt@cityofpaloalto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Amy Bartell
Amy.Bartell@CityofPaloAlto.org
Assistant City Attorney
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 12.220.157.20
Sent: 11/6/2019 1:35:42 PM
Viewed: 11/6/2019 2:17:21 PM
Signed: 11/13/2019 6:56:45 AM
Electronic Record and Signature Disclosure:
Accepted: 7/16/2015 5:52:40 AM
ID: d8ecb53d-ef81-4016-8886-1560c48de42a
Kiely Nose
kiely.nose@cityofpaloalto.org
Director, Administrative Services/CFO
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 12.220.157.20
Signed using mobile
Sent: 11/13/2019 6:56:50 AM
Viewed: 11/17/2019 3:32:35 PM
Signed: 11/17/2019 3:33:11 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Dean Batchelor
Dean.Batchelor@CityofPaloAlto.org
Director of Utilities
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 107.3.139.42
Signed using mobile
Sent: 11/17/2019 3:33:15 PM
Viewed: 11/17/2019 3:34:18 PM
Signed: 11/17/2019 3:34:40 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ed Shikada
ed.shikada@cityofpaloalto.org
Ed Shikada, City Manager
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 12.220.157.20
Sent: 11/17/2019 3:34:44 PM
Resent: 11/18/2019 8:57:05 AM
Viewed: 11/18/2019 7:28:53 PM
Signed: 11/18/2019 7:29:12 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer Events Signature Timestamp
Eric Filseth
eric.filseth@cityofpaloalto.org
Mayor
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 172.58.43.20
Signed using mobile
Sent: 11/18/2019 7:29:16 PM
Viewed: 11/18/2019 7:33:27 PM
Signed: 11/18/2019 7:34:05 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Beth Minor
Beth.Minor@CityofPaloAlto.org
City Clerk
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 12.220.157.20
Signed using mobile
Sent: 11/18/2019 7:34:09 PM
Viewed: 11/18/2019 8:00:40 PM
Signed: 11/18/2019 8:01:06 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 11/18/2019 7:34:09 PM
Certified Delivered Security Checked 11/18/2019 8:00:40 PM
Signing Complete Security Checked 11/18/2019 8:01:06 PM
Completed Security Checked 11/18/2019 8:01:06 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure