HomeMy WebLinkAbout2004-12-13 City Council (4)C ty of Palo Alto
City Manager’s Report
TO:
FROM:
DATE:
SUBJECT:
HONORABLE CITY COUNCIL
¯ CITY MANAGER
¯12DEPARTMENT: PUBLIC WORKS
DECEMBER 13, 2004 CMR: 516:04
APPROVAL OF AN AGREEMENT WITH WPI PACKAGING &
MAINTENANCE, INC. TO END OPERATION OF THE LANDFILL GAS
ELECTRICAL GENERATION FACILITY
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager to execute the attached
Agreement with WPI Packing & Maintenance Company, Inc. (WPI) to end the operation of the
landfill gas electrical generation facility.
BACKGROUND
WPI became the lessee and operator of the landfill electrical generating facility through a series
of transactions. Originally, the City Council, on September 12, 1985, approved a Landfill Gas
Lease and Operating Agreement with Cambrian Energy Systems for the development of the gas
field and operation of an electrical generation facility at the City landfill (CMR: 426:5).
Cambrian then assigned its rights to Pacific Lighting Energy systems. Subsequently, Palo Alto
Landfill Gas Corporation (PALGC) took over the lease and operation of the facility through a
Revised and Restated Gas Lease and Interconnection Agreement approved by the Council on
November 16, 1989 (CMR 5125:89). PALGC subleased its interest in the site to Monterey
Landfill Gas Corporation (MLGC) in December 1989. Electrical generation beganat the City
landfill on April 15, 1990 with output sold to PG&E through a power purchase agreement. In
May 1994, PALGC sold its site improvements and other fights to WPI.
In August 1994, a consent and assignment agreement was signed between PALGC, WPI,
Monterey Landfill Gas Corporation (MLGC) and the City of Palo Alto. Through this agreement
the City consented to assignment of PALGC’s rights and obligations to WPI and MLGC.
On December 20, 2001, MLGC notified the City that this project was no longer economically
feasible and pursuant to terms of the lease it was terminating the lease for the landfill electrical
generating facility effective January 21, 2002. MLGC operated the system until January 21,
2002. The termination of the lease did not address WPI’s continued operations at the landfill.
Due to the complexity and uncertainty of the legal relationship between WPI and the City with
respect to the lease of the landfill site and operation of generation facility, on January 23, 2002,
the City and WPI entered into a short term agreement, which has been periodically renewed, to
allow WPI to operate the improvements on the site and to allow time to work out a long term
solution for the facility.
CMR: 516:04 Page 1 of 4
Beginning in August 2002, WPI stated that it was operating at a loss, at an average of $35,000 to
$50,000 a month. The landfill gas quantities have declined since it was first in operation. The 2-
megawatt facility operates on two engines. With the age of the garbage, decline in waste flows
and less organics being disposed in the waste stream, the gas field can only produce enough
landfill gas to operate three-quarters of one engine (which produces one megawatt of power).
Natural gas is currently being purchased and blended so electrical production can continue today.
In April 2002 the Utilities Department in cooperation with the Public Works Department
evaluated several possible alternatives in order to (1) evaluate the financial interest of City of
Palo Alto Utilities as potential owner, partner, or power purchaser; (2) develop and evaluate new
ideas that could aid the. City in achieving the best possible outcome. The recommendations that
came from this analysis were: 1) do not purchase or lease the WPI generators; 2) do not enter
into a power purchase agreement for CPAU to buy output from WPI; 3) offer WPI a custom gas
rate consistent with CPAU rate policies; 4) and consider other alternatives including utilizing the
landfill gas in the RWQCP incinerator, demonstration projects that employ innovative new
technology or qualify for outstanding funding assistance or other uses for landfill gas such as
methanol or CNG extraction.
DISCUSSION
Since July 2002, the City and WPI have been discussing various options for the future use of the
landfill generation facility, including: entering into a lease with WPI through the remainder of
the term of the power purchase agreement with PG&E; seeking other parties to participate in the
operation of the facility; and winding down the operations of WPI at the landfill. During the
discussions, the parties have disagreed about the current status of WPI’s interest with respect to
the facility with the City arguing that the lease and sub lease terminated on January 21, 2002 and
that the short term agreement is the only instrument currently governing the relationship of the
parties with respect to the facility and WPI arguing that it continued to have rights to occupy and
operate the facility under the Sublease. ..
In February 2003 the Regional Water Quality Control Plant (RWQCP) reviewed the potential for
utilizing the landfill gas in its incinerators in combination with natural gas currently being used.
Its review found this to be technically feasible and environmentally responsible. The project
would reduce the natural gas consumption at the RWQCP and pollutant emission through flaring
at the landfill. The RWQCP plan is to keep all its natural gas burners and add a landfill gas
burner only to the afterburner. This arrangement offers two benefits: it allows the RWQCP to
maintain its process reliability, and it generates the "biggest bang for the dollar" since most of
the natural gas consumption is in the afterburner. It is estimated that the gas generated at the
City landfill could start to be utilized at the RWQCP as early as February 2005.
Based on the findings regarding use of the landfill gas at the RWQCP, City staff negotiated with
WPI to terminate its occupation and operation of the landfill gas facility on terms and conditions
set forth in the attached agreement. The agreement provides for WPI to vacate the site, remove
certain large equipment; and terminate all agreements and permits related to their operations on
the site no later than January 31, 2005. WPI is released from any obligations to restore or clean
up the site. The City will accept the site "as is" and assumes responsibility for the operation,
maintenance and clean up of the site. WPI and the City mutually release and waive claims they
may have against each other. WPI indemnifies the City against claims arising from third party
agreements related to the output of the facility and claims arising from its failure to perform
CMR: 516:04 Page 2 of 4
under the agreement. The City indemnifies WPI from claims arising from the condition of the
site and any hazardous substances or defective soil conditions on the site.
Staff believes the risk associated with assuming responsibility to cleanup the site and
indemnifying WPI for claims arising from the condition of the site are very low. In January
2003, Conor Pacific Environmental conducted an Environmental Site Assessment (ESA) in
which the main purpose was to investigate the potential for hazardous substances on the site.
The Conor Pacific Environmental ESA found that the primary sources of contamination at the
site are from the use of motor oil and coolant to operate and maintain the electric power
generation engines. Less than 20 square feet of total soil staining was observed. The estimate
for demolition and clean up of this site was initially $50,600. Conor Pacific Environmental
updated its report in November 2004 and found only one minor new oil spill, less than 1-square
foot. Conor Pacific Environmental also updated its cost estimate for demolition and clean up to
$57,000.
RESOURCE IMPACT
The RWQCP spends approximately $400,000 annually on natural gas. Approximately ¾ of the
consumption is in the afterburner. It is estimated that the RWQCP would most likely still utilize
half of its current natural gas amount. Hence, the annual fuel cost savings to the RWQCP is
estimated to be approximately $200,000.
The Conor Pacific Environmental cost estimate for demolition and clean up of the generation
facility site is $57,000. This would become the .responsibility of the City if the agreement is
executed.
POLICY IMPLICATIONS
This recommendation does not represent any change to existing City policies.
ENVIRONMENTAL REVIEW
Termination of the city’s relationship with WPI for operation of the landfill electrical generation
facility is not a project subject to CEQA. Future projects to demolish the existing structures and
to pipe gas to and use gas in the treatment plant will be subject to appropriate environmental
review as the projects are developed and approved.
The use of landfill gas is in concert with the City’s Sustainability Policy. The RWQCP
incinerators are equipped with pollution control devices and are more environmentally friendly
than the landfill flare.
ATTACHMENTS
Attachment A: Contract
PREPARED BY:
RUSSELL REISERER
Solid Waste Manager
CMR: 516:04 Page 3 of 4
DEPARTMENT HEAD:
GLENN S. ROBERTS
Director of Public Works
CITY MANAGER APPROVAL:
SON
Assistant City Manager
CMR: 516:04 Page 4 of 4
12108/04 WED 11:07 FAX 713 551 0799 WPI ENGINE DIV
ATTACHMENT A
THIS WIN~ING UP, AND SLrFI’I,~M~f AG~ ("Agreement") is entered
into and effective as ’of the 31st day .of January, 2005, by and between the CITY OF PALO
ALTO,. a municipal corporation (the "CITY"), and WPI PACKING. & MAINTENANCE
COMPANY, INC., aDclawam corporation CWPr’). ’
RECITALS:
A, , CITY i~ the owner.of a landfill site .known as the Byxbee Park Sanitary Landfill
in Pale Alto, California and de.~ribed.more particularly in Exhibit A attached hereto and hereby
imT, orpomted by reference (.the "Sit~"), In October 198~, Cambrian Energy Systems
("Cambrian") was ssl~texi by the CTrY to developer a methan~ gas and electrical generation
plant at the .Site. On SePtr, mb~r 12, 1985, the CITY and Cambrian .entered into that certain
Landfill Gas .LeaSe and O .immting A~ent (the "Original Lease")with respect to the Site,
Concmmntly. with the .execution of the Original Lease, Cambrian assigned its fights unde~ the
Original Lease to Pacific Lighting Energy Systems ("PLES").
B, PIES and .the Pacific Gas and Electric Company ("PG&E") entered into that
certain Long-term Energy and Capacity Power Purchase Agreement as of April 16, 1985. (the
"Power Pm’ohase Agreement") which provided for PG&Eto purchase power produced at the Site
in oonnection .with the Original Lea~..PLES did not proceed with its project on the Site, and on
July 5, 198.8, PLES assigned all of its interest in the Power:Purchase Agreement.to Pale Alt0
landfill Gas Corporation, a Califurrtla corporation
C. CITY and PALC~ entered into that certain Revised and Restated Landfill Gas
~ ’and Operation Agreement ~’or ..Conversion Systems as of November 20, 1989 (as it was
amende, d as of July 1, 2000, the ~Lease") with respect to the Site. The Lease amended, restated
and supercrded the Original Lease. In addition, .CITY and PALGc entered into that certain
Interconnection and Transmission Agreement as of November 20, 1989 (the ’~Intercdnn~tion
Agreement"), trader which CITY provided c¢~tain services necessary to transmit energy from the
Site,
D, PALGC and the Monterey Landfill Gas Corporation, a California corporation
C’Montemy") entered into that certain Landfill Gas Sales Conwact and Sublease as of December
1989 (the "Sublease"). Under the Sublease, Monterey produced landfill ga~ and sold it to
P ~ ALGC, which used ti~ gas to produ~ electricity.
E. PALGC and WPI ente~d into that certain Purchase Agreement as of May I, 199#
(tim "Purchase Agreement") under which WPI purchased PALGC’s improvements on the Site,
exclosive of P .ALGC’s rights under the Sublease. An .express condition precexlsnt to the
Purchase Agreement was the assignment by PALGC of its rights under the Sublca~ to
Monterey.
F. PALGC, WPI, Monterey and the CITY entered into that certain Consent and
Assignment Agreement dated as of August 29, 1994 (the "Consent Agreement") under which the
H, On January 23, 2002, the CITY issued a purchase 0tiler to WPI. (the "First
Purchase Order"), und~ wki0h WPI wa~ m~n~’d to operate the improvement~ on ~e Sit~.and
undrm~ related maintenance operations .for six (6) months to allow the CITY and WPI to work
out a tong-term solution for the future’ operation Of the improvemc-nts .on the Sit~. Additional
purchase orders retaining WPI for such operations have been issued continuously ~ince then.
The most recent purchase order ("Final Purchase Order") terminates on December 31, 2004.
I. Since July, 2002, the partie~ have been discussing variou~ options for the, future
usa of th~ Sit,, including but not limitnd to, ~ntering into a le.ase with WPI through thd remainder
of the term.of the Power Pu~hase, Agr~ment, ~e~Idng oth~" parties t6 participate in the
operation of the Site, and winding down the operations of WPI at the Site. During the
discussions, th~ parties hav~ .disagreed about the Current status of .WPrs intei~st with re,.slmct to
the Site.. The CITY takes the p~. itlon that the Lease terminated on ffa~uary 21, 2002 and that the
Final Pnmhase Order:is the only instrument ~rrently governing the relationship of the parties
with respect to the Site. WPItakes the position that it continues to have rights to the Sit~ under
the Sublease.
.L The partie~ have a~reed to ,wind-down WPI’s operations by January 31,’2005, and
to compromise their po .~tial claims with respect to thei~ respective fights mad obligations at .the
Site. As described more pmicularly in this Agr~ment:. (1) WPI will remove, certain equipment
from, and tmdez,ake certain clean up operations on, the Site; convey the remaining equipment to
the City; arrange for the termination of the Power Pumhase Agreement and all oth~ agreements,
liens and permits related to WPPs use of the Site; and vacate the Site by January 31, 2005; 0i)
the CITY will accept the Site and the equipment left by WPI; undertake the responsibility for the
¯ remaining environmental remediation of the Site; and accept responsibility for the operatiun of
the Site after January 31, 2005; and (iii) the parties will releaze each other from liahility and
claims =tier the Le~e and certain other agreement~ while indenmifying and holdingeaeh other.
him’Mess fi’om certain types 0f potential Habiliry related to the Site and WPI’s operations there.
NOW, THF.,REFOKE, for and in consideration of the mutual covonants .contairied herein,
and other good and valuable consideration, the receipt and sufficiency of Which are hereby
aeknowledgedand confessed, CITY and WPI, do hereby agree as follows:
AGREEMENT
l. Recitals. The above Recitals to this Agreement are declared by the partie~ to be
trtm mad correct in all material aspects ~dare hereby incorporated into this Agreemem im ff fully
set forth below.
2. Agreement on Le41.. se Terminafionaild Final l?._ureht~.~e..Q...~ler: 14£e_n.~a~ .
No Rel.t:~ation Benefits. The parties agree that th, Lease was terminated effective January 21,
12/08/04 WED 11:08 FAX 713 551 0799 WPI ENGINE DIV
2002 pursuant to its., teni~.througb the delivery of n0tico by :Mo~.te~y on D~b~r 20, 2001,
and that, as a result, W1B’s rights to the Site under file Sublea~ also terminated tm January 21,
2002. The lla~ies’ .fi~d~:r agree that the Final Pu~hase .Order slml] not be renewed and that
wPrs righm to th(site thereunder shall terminate on De2ember 3r, 2004, CITY hereby grants
WPI a licen~ to enter, upon and occupy theSi~ daring the period from January 1, 2005 though
January..31, 2005 (the :’Lie~se Petidd") for ..fl~e purposes of c~trrying out its obligations under
this Agreement. Tbe’p~trt~.. agree that wPrs rigl~ts to cnt~r and oc~mpy the Siteshall terminate
as of.th6 o]ose of lmfine*s:0ri January 31, 2005 (the ~Final Oecupan.ey Date"). During the
Lieeme l~iod, WPI ~ maintain in full for~ and effect and at .the :mine limit~, all
insurance cove~age, s. itmaintain~l under the Final ]?tu~has~ Order, City shall be named a~ an
additional insure., with respect to such irmuranees, gubje0t to Paragraphs 3, 4, 5, and 6 below,
mitime WPI nor C2rY edmli have any.further rights or obligations trader the Lear, e, the Consent
Agreement, the Sublea~ or the final Ptm~ho~se Order after the Vmal..O~cupancy Date, including,
~tho~t limitafon~ tl~ paymefi..’t of any Smm due thereunder. In consideration of the suhraantial
value to WPI of the cov~nan~ of the CITY under Paragraph .10 of this Agreement,. WPI waives
a~ against the CITY and agalnu any of its re, pectivc sulxlivifions, ~L"pmmtmtr,, employ~,,~,
agents, or re~r~ntati~es~ claims for any and all claims to relocation assistance benefits to which
it may be entitled trader either state or redes’at re!ocation assistance statutes and reg .tflations.
3, Re.oval o.f ,Certain Equi_’.pm_en_t~ WPI shall, at its own expense, remove th~
~ pmtmrty and the enginc/g~nemtor skid~ and gas ~o~ de,~bed mo,e particularly
on P~xhibit. B hereto.(the. "Remov~ Equipment") ne later ihan the Final Occupancy Date. WPI
shall remove .any and al! liens on, and convey title to, all equipment and improvements
remaining on the Site .after removal of the RemoV .ed.Equipment to the CITY as of lo~e of
business on file Final Occupancy Da~
4. ’ Conditicm 0f’Site. WPI shall at its own expense, undertake the winding-up
described.more particularly on Exhibit C hereto (the "Winding Up Tml~’) by rio lamr than the
close ~f business on the Final Occupancy Date.." WPI shall cau~ any and all liens on the Site that.
.may have attached due to Wl~’s operations to be tenninamd prior to the Final Occupancy Date.
. WPI shall surrender excl~ive.possession’ of th~ Site..to CITY and CITY sisal] accept the Site
"AS~IS" atthe ~ of busirte~ on the Final Oex~.pancy Date, with all faults and without any
n~’e~entafion~ or warranties, express or implied, whatsoever, from or by WPI. CITY further
agt~s ~at-ex~pt for the Winding Up Task~, WPI shall have .no obligation whatsoever to repair,
restore, alter, or otherwise improv~ file Site inconjunction with the termination of the Leas~. As
of the close of busine~ on the Final Occupancy Date, CITY shall, at its ,own expend, assume all
r~pomibt~iti~ for the operation, maintenance and.~nvirOnmenial remed]ation of the Site.
5, T~’rnination of A_m_’~...roe_ nts and...Permit~. WPI shall terminate all ate.merits and
p,~_nits currently in effect related to WPI’s operation of fil~ Site effective no later than the close
of tmsirt~s on th~ Final Occupancy Dam, including but not limited to tl~ Power Pttmhase
Agr~mem, the Interconneotion Agreement, that certain Oporation &.Maintenance Agree. meat
between tntzrnarional Power Technology, Inc. and W-PI dated as of April 1, 2001, and the Bay
Area Air Quality Management District ("BAAQMD") permit(s) related to the Site. In addition,
WPI shall be responsible for completing all required x~orting to federal or state agen~es: (i) for
all Imriods thruu~h th~ Final Occupmmy Date; and (ii) related to WPI’s Winding-up of operations
12/08/04 WED 11:09 FAX 713 551 0799 WPI ENGINE DIV ~]005
at the Site, Any fees, .fi..n.~, l~nalties or similar charges related to wPrs operations a~he Site
shall be the obligation of .WI~,
,6. ~, WPI agrees to convey all of.its right: title and interest in and to’.
the Site, without mpresontation or warranty of any kind, to CITY pursuant to a quitclaim ’deed in
substantially the form attached hereto as ~,xhibit D (the "Quitclaim.Deed"), "
Mutts/Rv~va~.~.. Each of WPI and C]TY for .themselves and their .afFulia~s,
sUocessors and assigns, hereby reraisc, refuse and forcve, r discharge’the other party, and .their
rep~entative.s, shareholders, tin,tees, office~s, directors, partners, affiliates, employees ankl
agents and thei~ respective sU.~esso..rs and .assigns, from any and all actions, ceases of action,
suits, debts,/ions, control, ag~i~nts, promise.s, liabilities, losses, dama.gcs, Claims, demand.,
costs or e~pcnses of any nature whatsoever, in law, admiralty or in equity, known or.~known,
fi,xod or contingent Which WPI or CITY or their suoc.essors and assigns ever had, now liave, .or
may now or horeafter have, arising or occurring from or in any way growing oat of, thelLe .use,.
the Consent Agreemrnt, the Sublease or any of the purchase orders described in Recififl It above.
The foregoing ~lease shall not extend.to the obligations of either party under this Agreement.
8, General Release Waiver. l:ughea’more, CITY and WPI expressly .waive any
all rights conferred Upon each of them by the provisions of California Civil Code Seotion’ 1542
and the provisions of any ~ther applicable laws rrstri~ting the release of claims which crrY or
WPI doe, s not know:of or suspect to exist at the time of executing this Agreement, and each pai~y
expressly agn~es that this Agreement shall b~ given full force and effect according tO. e.~h and.all
of its express terms and provisionS, California Civil Code Section 1542 provide~
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE .CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST 12~ HIS
FAVOR AT. THE TIME OI~ E,XECUT~G THE RF, J.,EASE WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SET~~ W]TFI THE DEBTOR."
CITY and WPI l’~"mby, understand and acknowledge the significance and ons~ue~nces
of such release and specific waiver of CaliforAia Civil Cod~ Section 1542 and have be~n axivisod
by indite.talent legal couns~l concerning the same. It iS hereby further und~rst0od and agreed
that the acceptance of d~liv~y of this Agreement by tii¢ parti¢~ i~leased heseby shall not br
d~omed or onstrued as an ’admission .of liability of any nature whatsoever by any party released
by the terms hereof, and each such party hereby expressly denies liability of any nature
Whatsoev~ arising from or related to th¢ subject of ~he wifl~in.Agreement.’
9. ~ WPrs Ind~ificati.o_n. Obligations. WPI hereby unconditionally and irrevocably
~ to inckrmnify, reira~rs¢, d~fend, exonerate, pay and hold harmless CITY. and its officms,
employees, successors, assigns, agents, and. attorneys (collectively, with the CITY, the
Indemaified .P_arties"), frcrm and ~alnst any and all asserted claims, d~mands, or actions of any
kind. or nature that may. .be incurred by, imposed upon, or asser~..d against, aay of the CITY
~ndemnifi~l Parties arising out of, i~lated to, or in connection with. (i) the Pow~ Pttrc.has~
Agreement or the Intereonnection Agreement, (ii) pmformance of the Winding Up Tasks and
other obligations under this Agr~ment and (ili) any failure of WPI to comply with its
~11~ sm 0100328 4
obligations under this .Agreement, The obligations.of WP.I pursuant to this Section 9 shall
10, C_U~_"~ _Indetfmificati~ Obligations. .CITY .he, by unconditionally and
Lrrevocably agrees, to indemnify, reimburse, defend, ¢:~on~, pay and hold harmless WPI,’ and
its offi .eers, ern1~loye~,, supers, assigns, agetits, and attomey.~: .(collectively, with WPL
"WPI Iri0e~mified ~_s"), from and against any and all .asSerted claims, demtmds, or actions of
an~t .kind’ or nature tha~.imay be inemled by, imposed upo~i.or ass~ed against, any of. the’WPI
Indoralfl.fi.eM. P~Lqies ari,sing .out of or in connection with: (i). the ¢xmdit~on of the Site, (i|) the
release of an), t~azardoussubstaig~s.in, on, unddr~ about or ~nanating from tl~ Site, including
but not limimd to defective ,,soi! conflitions, and (ii) any failure 6f CITY to comply with its
obligations undi.r this Agr~ment. The obligations of CITY pursuant to this Paragraph 10 shall
continue to’be the liability, obligation and indemnifiea~on of. CITY, binding upon CITY,
11! _D~,fauk ~m.d R.¢me..dies, Pm event of default ("Event of Default") shail occur if one
party breaches or fails to diligently.purSue it~ obli~tions under this Agre, ment and such failu~
shal] oorlti.n.u~ for thirty (30) days after Written notice shall havebeen given to that party"oy the
¯ other party. Ulxm the oo0u~o of an Event of Default, the nonqtefau]ting party shall have any
an all rights available to it in law or equity, including but not lithite.d to, specific pecformanc¢. In
the .event .of, .litigation to ~nforee the terms of this. Agreement, the prevailing party shall be
~atitlext to its attorneys’ fees and
13. Notice~. All notices and dcman0s or Other communications her~und, r
shall Ix~in writing and sh~il be &e~ed to haw been ~oJontly given.or served for ~11 purpos~
wh~ presented personally or sent by generally recognized overnight delive2y servia, with
POStage prcpidd, addressed to CITY or WPI, ~ applicable, at the addrsss¢s stated b~low, or at
such other address of which oither CiTY or WPI may hereafter notify the other in writing:
WPI P,ac~ng ~nd Maintenance Company,
P.O. Box 35068
Houston, TX 77235-5068
Attn: Bob Pollock
~!:~_.
12708/04 WED 11:10 FAX 713 5B1 0799 WPI ENGINE DIV
CITY:City of Palo Alto
250 Hamilton Awmu,
Palo Alto, CA 94301
Attn: Glmm Robem . ’
F,~h notk~ or &round ~o #~n or ~rved shal! be d~med givon ~ effective, (a) if porsonaliy
delivored, on the day of actual d~llve~y or r~fu~al and (b) if ~nt by g~nea’ally reemgnized
0v~might d~liv~ry ~rvic~, on the n~xt bu~ine~ day. Notwithstanding *he forgoing, ~a’vi~of
any ~oti~ of d, fault provided or required by law d~all, if mailed aa required by l~w, b~ .deem~
giv~ m~d ~fective on Ore dam of mailing, ,, .,
14. v t~, This Agreement shall b~ govemexI by, a~d ~oltstrued
en~o~ in a~co~ ~, ~ law of ~ S~ of Calif~i~ ~t ~ ~ ~pl~ of
~nflic~ of law ....
15. ~. Tho heading .of.tho Soetions of this A~nt are for timof re,,ferenc¢ only, are not to be eonsid~-~ a part hereof, and shall not limit or otherwise affent
any of tlm re, eras he~f.
16, ~,...~_~_Land Modi~. This Agreement cannot be changed or m6dified;
except by a written instrument signed by CITY and WPL .. ’
18. Suc~eessors ~L.&_~g~. ~ covenants, agr~m,nts and obligations of C1TY
WP1 heretmd~r shall be binding upon CITY’s and WPf’s reSlXCtive heirs, executors,
administmtta~, legal rcpmsontativ0s, successors and assigns.
//
//
[~007
12/08104 WED 11:10 FA~ 715 551 0799 WPI ENGINE DIV
19. .~, This Agr~ .m..~t may b~ ~eeuted’ in any number of
¢~h of wMch s~] ~ ~m~ ~ ~#~ ~d ~ ~f WMch~.wh~.~ to~er, shMl constitute
IN WITNESS ’Wi~REOF, the parties’hereto, hay, .¢x¢c’uted and d~liwred this
Agx~’~m~nt a~ of,the Oatv firm~ bbov, written.
APPROVED AS ,TO FORM:CITY OF PA.LO ALT0 ’"
Senior Asst. City Att.omey
i
City Mana~r
Title: President
..Name; Rob6rt A. Lyde
I[~112~ ~m 0100~
/
WED II:I0 FAX 713 SSI 0799 WPI ENGINE DIV [~009
TEXAS
&’rATE OF.~
COUNTY OF HARRIS
)
)
)
WITNESS my hand and official seal.
Public in
(SEAL)
TEXAS
STATE OP~
COUIVI~OF HARRIS
)
)
)
On December 7_x,2004,1mf~mme’ Theresia Rail ’
Notary PubLic in and for th.e State of ~ pm,~:mally appeared Robert _L~’d. ~
__, personally known to m~ (~r ~’~ved to me on
the basis of satisfaotory evidence) to be the person whose name is subscribed" to the within
irmtmment and acknowledged to me that he/~he exe, ute.d the same in his/her authorized Capacity,
m~i that by Ms/her signature on the h-~trument, the person, or the entity upon behalf of which the
penon acted, vxe~uted the in.~tnmmnt.
WITNESS my hand and official sea].
(SEAL)
12/08/04 WED 11:10 FAX 713 551 0799 WPI ENGINE DIV
L AS RECOVERY,LEA,~
~gi,ning at a point south 57°~’38’’ ~st 835.53 F~t ~m ~e.south w~lysho~ on p~ map enfifl~ ~esn~vision of 1~
Way at Emb~ad~ Ro~ ~own
fil~J~e 8~, 1971, in .8~ ~Cl~ ,Co~ty B~k ~ of maps of,page 39,
follo~ng
1
2
4
5
6
7
8
9
10
11
12
14
16
17
18
19
23
24
25
26
27
28
29
N 52040’32’.’ E
S 44°34’25" E
N 22046’55" E
N 84°27’,50" E¯N 63o55’i1"E
N 31°16’28’’ E
N :23~27’07’’ E
N13°57’45" E
S 27°12’25" E
S 20008’50" E.
S 17°38’56" W
S 07°49’05" W
S 00°26’30’’ w
S 30°27’25" w
42°27’35’’ W
35°t7’22" E
37~41’22’’ E~
10947’05" W
38°49’20’’ W
73°32’35" W
N 73°11’35" W
N 18°10’45" W
N36°43’3Y’ W
81~05’~4’’ W
59~25’39"W
34046’23" W
12°07’40’’ E
18°53’15" W
N00°37’21Y’ E
785,47 Feet; ¯
509.35 Feet;
’ 210,t6 Fe~t;
290.78 Fee, t;
259,68 Feet;
256.25
294,47 Feet;
486.53 Fe~t;
347;06Feot;
.496.06 Feet;
324.26 Fe~t;
41.6.41
320.12 F~t;
385,97
401,22
302.22
520,13 Feet;
234.30 Fegt:
390.07 F~t;
262,66
488,2~ ~t;
314,17 Feet;
326,06
¯ 366.46 Feot;
381,59 l~t;
168,87
2~033.50.Bmt m .the .Boginning ’
Containing 121.117 acros of land more or less or being a portion of Section 32, T.SS.,
R.2W. and Section 5, T.6So, R.2W. of the M.D.B. & M. in the County of Santa Clara, State of
C~difomia.
0~112~ ~jn 010fl~2Z
~PI ENGINE DIV
One (1) 4 wheel ATV
5) Desktop compu~er~ printer, FAX, phone
6) Or~e (1) portable storage building (WP] Property)
12108104 WED ii:ii 0799 WPI ENGINE DIV
EXHIBIT C
Winding Up Tnsks
I.Dispose of vir#n Chemicals (165 G motor.~ oil, 100 G aqueous ammonia, compress,ed
oxygen, compressed acetylene, 55G hydraulic 0il, 50G mineral oil, 10O degrcaset)
2.Dispose of used Chemicals: (200 O Antifreeze, 300 G .waste water, 500 (3 waste:oil
2000 compressor & engine oil, 30013 coolant compressor & engine),.
3, Dispose Of ~mpty, drums
4. Dispose of oily rag~ and filter.pads
5. Removal of portable toilets ..
6. Removal of trash bin.
7. Dispose of litter around facility
8. Di~ontinue wat~ bo~e service.
9. Disconnect phone ~ervice.
10. Steam Wash Pad a~as & dispose of finseate (up to $2,000).
11. Notify r.esponsible ’parties, that have metering responsibilities, that proj~t is shatting
down, Have responsible parties, if they so deem, pickup meters prior to Jahudr~ 31,:
2005. The electric utility shall not be disconnected and shall remain in .place.
be responsible to pay for any eleotri.city consumed prior to the date the Site is vacate~t and
the City shall b~ responsible for all electricity consumed after such date.
12. Removal of existing shipping containers and their contents, ’
13. Any utility (example: gas, electric, water) disconnects should be left in a secured, safe
condition, meeting local codes.
14. There shall.be no damage, emitted dttring the clean up process to the remaining .equipment
or facilities,
15, The main landfill gas line, shall be capped off (within, the facility prior to the compressor
skid) in a sec.urd and safe condition.
16.Existing operational records and records r~uired by regulatory agencies .sli~ll be
delivered in boxes to the Landfill Supervisor prior to January 31, 2005.
17.All keys for the facility shall be given to the LandRll Supervisor prior to January. 31,
2005.
18.The facility shal! beileft in a neat, dean and orderly fashion.
19.Needed permit/regt~latory compliance:
a) Air District - Bay Area Air Quality Management District - WPI shall comply
with all specific permit reqmremonts before relinquishing the permit. WPI
could relinquish this annual permit by not renewing it.
b) Hazardous Materials Storage Permit ÷ Palo Alto Fire Department. WPI could
Kelinquish this annual l~rmit by not renewing it.
c) Faoility closure Permit - Palo Alto fire Department. WPI must receive a ¯
"closure perrrdt" th.at includes completion of the following:
I)A completed closure application;
2)A closure plan along with applicable foes; and
3)A post closure report along with supporting documentation.
041124 era 0100928 ’ I
WED 11:11 FAX 713 551 0799
:
WPI ENGINE DIV
AND MAre TAX STATm~NTS TO:
City of PaIo Alto
250 Hamilion Avenue ’
Palo Alto,,Califomi.’a 94.301
Attention: City Clerk ,
[Space Above For Recorder:s Use Only]
Grantor declares that this Quitclaim De~ is exempt .from ROcording Fees pursuant to California
Government Code Section 27383 and exempt from Documentary Transfer Tax pursuant to
California Revenue and,Taxation Cod~ Se~ion .11922,,.
. QurrcLA vF m .
FOR A VALUABLE CONSIDI~/C.ATION~ receipt of which is hereby acknowledged,
WPI PAC3CANG & MAJ!qTF.2qANC~ COMPANY,/NC., a Delaware corporation, does hereby
RElVIISK RI/LEASE AND FOREVER QUITCI.ADI to the CITY OF PALO ALTO,
California municipal corporation, all of its right, title and interest in ~md to that certain
pro~zty more particularly, described on the Exhibit A attached hea, cto and. incorporated by
reference.
[This Spae~ Intentionally LcR Blank; Signattaes On ~ N~xt Page]
041 i~4 ~ 01003~6 1
12/08/04 WED ii:Ii FAX 715 SSI 0799 WPI ENGINE DIV
IN ’WITNESS WHEREOF, ~ ~d~rsignsd has exccuWd this Quitclaim I~ a~ of thb
dat~ s~t forth b~low.
Dared as of: --_.. ....,2004.
WPI PACKING & ~ANCE COMPANY,
INC., a D~laware orporation
N~me:~..uis M. Pear¢~ III --.-=
Im: President
Nan.:Robert A. Lyde~-~-
I~:Vice President
~SD 11~11 FAX 713 551 0799 WPI ENGINE
)
)
)
On Deceniber ’#~’ ’2~’ ~for~ me, -Theres~a’ Rail
aNotaryl~blicinan~IfprtheSmt~ofr=e~mrn~,personallyappeared I n,,~ M- P~arc~ lJ~[lexas ¯.-; .-., personally know~ to me (or proved to mo on
the ba~ of satisfactory, avi~nce) to be the; pe~on whose .nam, is subscribed to the within
instrum~at and .acknowled. gexi to me t~t hasbe ,xecuted the ~.me in his/her authorized capacity,
.and that by hi#her 8jgnail~ on the instru~. ~nL the’pea’son,, o~ the. entity upon b~half of which the
person acted, executed.the hstrum~nt.
WITNESS my h~md and official s~l.
(SEAL)
TEXAS
COUNTY OF ~
,)
,)
On December 7__., 200~, tmfore me, ’Theresia. Raif
.a Notary Public in and for the State of~ personally appeared __Zob~.rt. I veto .... .......... , personally known to me (or p~~’ed to me on
the basis of satiafactory ~yidence) to be the person who~ name is ~ubscribe, d to the within
instrument and acknowledged to me that he/she ex~ut~d the sam~ in hidhef authorized capacity,
and that by hidh~r signature on.th~ instrument, the person, or the entity upon be.~alf of whlch the
person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and f~ the Stme ~~ Texas
(SnAL)
12/08/04 WED 11:12 FAX 713 551 0799 WPI ENGINE DI¥
O~RTIFICATE OF ACCEPTANCE
(Californi. (~ov~mment Code Section 27281)
Qu.it~lair~Deed .da.t~.... as of __, 2004, from WP! PAC ’I~NG. &
MAINTENANCE COMPANY, INC., a Delaware corporation, to the CITY OF ’P~3
ALTO, Ik California municipa! corporation, is heresy accepted by the undersigned. Officer on
behalf of the City of Palo Alto pursuant to the authority ¢0rfferred by R~g0lution
of tl~ City Council of the City of Palo Alto adop.~l On __ ’ ".,
2004, and the grante~ consents to the recto’clarion thereof by itsduly authorized officer., ,,
Dated as of:~ ___., 2004.
ATTEST:
City Manager
City. Clerk
0411~ sm 0110~1~
STAT~ O~ CAL~ORNIA
COUNTY o~ SANT, A ~ ,
on __ " .--,.’ ~.00,, baor~ me, ___,
a Notm;y Public in and ~Or Se-Sm~ of C~ifomia, ~ly ap~
~on~l.y ~to me (orpmv~ to ~ on
~e b~is of saf!sfacto~, vvi~nce) to ~ the ~On who~ ,n~e is su~’to ~e wi~n
ins~nt,~d ~owl~g~ to’m~ ~at h~eX~ut~ ~ sa~ in hi~er au~ofiz~ capa~ty,
and ~ by hi~her ~i~a~re on the ins~men~ ~e ~n, or ~e enfi~ upon ~hMfof w~ch ~e
WITNESS my’h,andand official seal.
Nothry P~, blic in and for the.State of California
(S~C~L) ,’
i~I08104
IN,WITNESS WHEREOF, the undersigned has executed thi.~ Quitclaim ~ as of
date ~vt forth below.
Date~ as o~. December ,7~ 2004.
WPI PACKING & ~ANC~ coMPAI~,
]NC., a D~lawarc ~o~porafion
By: .... , .
NmmLouls M Pearce, III
I~: Presldent
Name: Robert A. Lydd
ll~: Vice President